PIONEER REAL ESTATE SHARES
497, 1999-04-20
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                                                                 April 20, 1999

                         SUPPLEMENT TO THE PROSPECTUS OF
                 PIONEER REAL ESTATE SHARES CLASS A,B, C SHARES
                               DATED APRIL 9, 1998
                    PIONEER REAL ESTATE SHARES CLASS Y SHARES
                               DATED APRIL 9, 1998



The following supplements the corresponding section of the prospectus.

I.  EXPENSE INFORMATION

Effective April 1, 1999, Pioneer Investment Management, Inc. ("Pioneer") has
agreed to waive a portion of its management fee to the extent required to reduce
the fee from 1.00% to 0.80% of the fund's average daily net assets. This
agreement is voluntary and temporary and may be revised or terminated at any
time.

IV. MANAGEMENT OF THE FUND

THE MANAGER

Effective April 1, 1999, day-to-day management of the fund's portfolio is the
responsibility of Matthew L. Ostrower, a vice president of Pioneer since 1999.
Mr. Ostrower has worked for The Boston Financial Group as a real estate analyst
since 1995 and has been working with Pioneer as an investment professional since
1996.

Mr. Ostrower is supervised by Theresa A. Hamacher, chief investment officer of
Pioneer. She joined Pioneer in 1997 and has been an investment professional
since 1984; most recently as chief investment officer at another investment
adviser.


THE REAL ESTATE SUBADVISER. Boston Financial Securities, Inc. (BFS), which is an
affiliate of The Boston Financial Group Limited Partnership, has extensive
experience and expertise in placing, evaluating and providing advice on a
variety of real estate related investments since 1969. In its capacity as
subadviser to the fund, BFS (i) identifies and analyzes real estate industry
companies, (ii) analyzes market conditions affecting the real estate industry
generally and specific geographical and securities markets, (iii) reviews and
analyzes the investments in the fund's portfolio and (iv) furnishes advisory
reports to Pioneer.

Fred N. Pratt, Jr. has the ultimate responsibility for overseeing the provisions
of subadvisory services to the fund. Mr. Pratt is president and chief executive
officer of The Boston Financial Group, director of BFS and a trustee of the
fund. Mr. Pratt has worked in the real estate industry since 1969.


                                                               0499-6532
                                       (C) Pioneer Funds Distributor, Inc.




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