SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

[X]      QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY  PERIOD ENDED MARCH 31, 2000.

                                       Or

[ ]      TRANSACTION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE
         SECURITIES  EXCHANGE  ACT OF 1934 FOR THE  TRANSITION  PERIOD FROM
                         TO             , 19     .
         ---------------    ------------    -----

                        Commission file number : 0-20937

                        Phoenix International Ltd., Inc.
             (Exact name of registrant as specified in its charter)

                    Florida                          59-3171810
  (State or other jurisdiction
   of incorporation or organization)   (I.R.S. Employer Identification No.)

        500 International Parkway, Heathrow, Florida 32746
                    (Address of principal executive offices)

                                 (407) 548-5100
               (Registrant's telephone number including area code)

                                       N/A

(Former  name,  former  address and former  fiscal year,  if changed  since last
report)


         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports);  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No -------

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.

                       Class                   Outstanding at May 11, 2000

         Common Stock, $0.01 par value              9,410,172
                                               --------------
                                                 (No. of Shares)


<PAGE>

<TABLE>
<CAPTION>


                        PHOENIX INTERNATIONAL LTD., INC.

                               INDEX TO FORM 10-Q

                                                                                                                PAGE

<S>                   <C>                                                                    <C>
  PART I                     FINANCIAL INFORMATION

      Item 1.                Financial Statements (Unaudited)                                            3

                             Condensed Consolidated Balance Sheets as of

                             March 31, 2000 and December 31, 1999                                        3

                             Condensed Consolidated Statements of Operations for the Three
                             Months Ended March 31, 2000 and 1999
                                                                                                         4

                             Condensed Consolidated Statements of Cash Flows for the Three
                             Months Ended March 31, 2000 and 1999                                        5

                             Notes to Condensed Consolidated Financial Statements                        6

       Item 2.               Management's Discussion and Analysis of Financial Condition
                             and Results of Operations                                                   8

       Item 3.               Quantitative and Qualitative Disclosure on Market Risk                      13

  PART II                    OTHER INFORMATION

       Item 1.               Legal Proceedings                                                           14

       Item 2.               Changes in Securities                                                       14

       Item 3.               Defaults Upon Senior Securities                                             14

       Item 4.               Submission of Matters to a Vote of Security Holders                         14

       Item 5.               Other Information                                                           14

       Item 6.               Exhibits and Reports on Form 8-K                                            15

  SIGNATURES                                                                                             16

  EXHIBIT INDEX                                                                                          17

</TABLE>

<PAGE>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                        PHOENIX INTERNATIONAL LTD., INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                         March 31,                 December 31,
                                                                            2000                       1999
                                                                            -----                      ----
<S>                                                          <C>                               <C>
Assets
     Current assets:
       Cash and cash equivalents                                       $ 5,229,593                  $2,484,977
       Accounts receivable, net of allowance for doubtful accounts
         of $843,000 and $655,000 at March 31, 2000, and
         December 31, 1999, respectively                                 8,096,922                   8,313,598
       Unbilled accounts receivable                                      3,846,586                   2,918,867
       Prepaid expenses and other current assets                           788,154                     971,023
                                                                  ----------------              --------------
           Total current assets                                         17,961,255                  14,688,465

       Long term investments                                             6,591,027                   8,964,771
       Property and equipment:
         Computer equipment and purchased software                       5,251,550                   5,087,369
         Furniture, office equipment and leasehold improvements          2,492,830                   2,481,248
         Accumulated depreciation and amortization                      (4,372,801)                 (3,964,923)
                                                                  ----------------                -------------


           Total property and equipment                                  3,371,579                   3,603,694

     Capitalized software development costs, net of accumulated
       Amortization of $5,418,000 and $4,655,000 at March 31, 2000,
       and December 31, 1999, respectively                              14,535,446                  13,292,313
     Purchased software, net of accumulated amortization of $54,000
       and $14,000 at March 31, 2000, and December 31, 1999,
       respectively                                                      1,207,867                   1,248,467
     Goodwill and other intangible assets, net of accumulated
       amortization                                                      1,158,220                   1,210,268
     Equity investments and other assets                                 1,415,564                   1,515,826
                                                                  ----------------               -------------
           Total assets                                                $46,240,958                $ 44,523,804
                                                                  ================               =============

Liabilities and Shareholders' Equity

     Current liabilities:
       Accounts payable                                                $ 2,000,616                  $  908,556
       Accrued expense                                                   3,074,007                   3,929,234
       Current portion of capital lease                                    158,702                     155,222
       Deferred revenue                                                  4,741,195                   4,576,341
                                                                  ----------------             ---------------
           Total current liabilities                                     9,974,520                   9,569,354

       Capital leases                                                      158,372                     199,870
       Minority interests                                                  198,463                     272,647
                                                                  ----------------             ---------------

           Total long term liabilities                                     356,835                     472,518
                                                                  ----------------             ---------------
                Total liabilities                                       10,331,356                  10,041,871

     Shareholders' equity:
       Common stock, $0.01 par value
         50,000,000 shares authorized, 9,410,172 and 8,526,942 issued
         and outstanding at March 31, 2000, and December 31,1999
         respectively                                                       94,102                      85,269
       Additional paid-in capital                                       50,905,230                  46,331,394
       Unrealized loss on investments available for sale                  (674,422)                   (557,283)
       Retained earnings (deficit)                                     (14,415,307)                (11,377,447)
                                                                  ----------------             ---------------
         Total shareholders' equity                                     35,909,603                  34,481,933
                                                                  ----------------             ---------------
           Total liabilities and shareholders' equity                 $ 46,240,958                $ 44,523,804
                                                                  ================                ============
</TABLE>

The  accompanying  notes are an integral  part of these  condensed  consolidated
balance sheets.

                                       3
<PAGE>

                        PHOENIX INTERNATIONAL LTD., INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                     Three Months Ended
                                                                           March 31
                                                            ---------------------------------
                                                               2000               1999
                                                               ----                ----
Revenues:
<S>                                                           <C>                <C>
   License fees and other                                     $ 2,076,177        $ 2,311,445
   Implementation, customer and software
     support and other service fees                             3,736,343          3,223,310
                                                                ---------          ---------

     Total revenues                                             5,812,520          5,534,755

Expenses:
   Cost of license fees and other                               1,045,367            593,413
   Cost of implementation, customer and
     software support and other service fees                    2,018,169          2,229,841
   Sales and marketing                                          1,217,139          1,298,673
   General and administrative                                   1,975,305          1,146,779
   Product development                                          2,774,704          2,556,904
                                                                ---------          ---------

     Total expenses                                             9,030,684          7,825,611

Other income (expense):
   Loss on foreign currency                                        (6,399)           (19,221)
   Interest income                                                150,924            305,443
   Interest expense                                                (9,702)            (7,814)
   Minority interest                                               74,184                  -
   Amortization of goodwill                                       (15,930)                 -
                                                               ----------          ---------

Loss before income taxes                                       (3,025,087)        (2,012,449)
Income tax expense (benefit)                                       12,772           (704,357)
                                                              -----------          ---------

Net loss                                                      $(3,037,860)       $(1,308,092)
                                                              ===========        ===========
Net loss per share - basic                                     $    (0.34)        $    (0.15)
                                                              ===========        ===========
Net loss per share - diluted                                   $    (0.34)        $    (0.15)
                                                              ===========        ===========
Weighted average shares outstanding - basic                     8,979,120          8,504,949
                                                              ===========        ===========
Weighted average shares outstanding - diluted                   8,979,120          8,504,949
                                                              ===========        ===========

</TABLE>

The  accompanying  notes are an integral part of these  condensed  statements of
operations.

                                       4
<PAGE>



                        PHOENIX INTERNATIONAL LTD., INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                Three Months Ended
                                                                                    March 31
                                                                          ------------------------------------
                                                                          2000                        1999
                                                                          ----                        -----
<S>                                                                      <C>                 <C>
Cash flows from operating activities:
Net loss                                                                 $ (3,037,860)       $    (1,308,092)
     Adjustments to reconcile net loss to net cash used in operating
     activities:
       Depreciation and amortization                                        1,276,723                872,804
       Provisions against accounts receivable                                 592,400                110,000
       Deferred taxes                                                               -               (739,397)
       Minority interest                                                      (74,184)                     -
     Changes in operating assets and liabilities:
       Accounts receivable                                                     28,676             (1,979,449)
       Unbilled accounts receivable                                        (1,332,119)               651,131
       Prepaid expenses and other current assets                              182,869               (111,843)
       Accounts payable                                                     1,092,060                256,770
       Accrued expenses                                                      (855,227)              (138,011)
       Deferred revenue                                                       164,854                126,058
                                                                    -----------------       ----------------
         Net cash used in operating activities                             (1,961,808)            (2,260,029)
                                                                    -----------------       ----------------

Cash flows from investing activities:
Purchases of property and equipment                                          (175,763)              (300,180)
Sale of investments, available for sale                                     2,380,813              4,749,244
Purchases of investments, available for sale                                        -             (2,330,462)
Capitalized software costs                                                 (2,019,330)            (2,191,486)
Purchase of other assets                                                      (23,946)                     -
                                                                    -----------------      -----------------
     Net cash provided by (used in) investing activities                      161,774                (72,884)
                                                                    -----------------      -----------------

Cash flows from financing activities:
Payments of capital lease obligations                                         (38,019)               (23,625)
Net proceeds from issuance of common stock                                  4,582,669                 77,399
                                                                    -----------------      -----------------
     Net cash provided by financing activities                              4,544,650                 53,774
                                                                    -----------------      -----------------

     Net decrease in cash and cash equivalents                              2,744,616             (2,279,139)
     Cash and cash equivalents at beginning of the period                   2,484,977              3,795,962
                                                                    -----------------      -----------------
     Cash and cash equivalents at end of the period                       $ 5,229,593            $ 1,516,823
                                                                    =================       ================
</TABLE>

The  accompanying  notes are an integral  part of these  condensed  consolidated
statements of cash flows.

                                       5
<PAGE>



              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.       Basis of Presentation

         The accompanying  unaudited condensed consolidated financial statements
include all  adjustments,  consisting only of normal recurring  accruals,  which
Phoenix considers  necessary for a fair  presentation of the financial  position
and the results of operations for the interim periods  presented.  The condensed
consolidated  financial  statements  have been prepared in  accordance  with the
rules and  regulations of the Securities and Exchange  Commission.  Accordingly,
certain  information  and  footnote   disclosures  usually  found  in  financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted. The condensed  consolidated financial statements
should  be read in  conjunction  with  the  consolidated  financial  statements,
"Selected  Financial  and  Operating  Data," and  "Management's  Discussion  and
Analysis of Financial Condition and Results of Operations" included in Phoenix's
1999 Annual Report on Form 10-K.

2.       Net Income (Loss) Per Share

         Net income (loss) per share is  calculated  and presented in accordance
with Statement of Financial  Accounting  Standards No. 128,  Earnings per Share.
Basic  earnings per share is computed  using the average number of common shares
outstanding.  Diluted earnings per share is computed on the basis of the average
number of common  shares  outstanding  plus the effect of  dilutive  outstanding
stock options using the "treasury stock" method based on average stock price for
the period.

The following table sets forth the computation of basic and diluted earnings per
share.
<TABLE>
<CAPTION>

                                                                       Three Months Ended March 31,
                                                                  2000                  1999
                                                          ----------------------    ------------------

<S>                                                       <C>                            <C>
Numerator - net loss available to common shareholders     $(3,037,860)                   $(1,308,092)

Denominator for basic net loss per share -
  weighted average shares outstanding                       8,979,120                     8,504,949

Effect of dilutive securities - employee stock options              0                             0
                                                          ----------------------    ------------------
Denominator for diluted net loss per share -
  adjusted weighted average shares outstanding
  and assumed conversion of dilutive securities             8,979,120                     8,504,949
                                                          ======================    ==================
Net loss per share - basic                                $     (0.34)                 $      (0.15)
                                                          ======================    ==================
Net loss per share - diluted                              $     (0.34)                 $      (0.15)
                                                          ======================    ==================
</TABLE>

         Pursuant to  Statement of Financial  Accounting  Standards  No. 128 the
denominators  for basic and diluted net income per share are  identical  for the
three month periods ended March

                                       6
<PAGE>

31, 2000 and 1999, due to Phoenix's net losses.  According to the statement, the
exercise of any outstanding options or warrants for a company with a net loss is
considered antidilutive.

3.       Capitalized Software Costs

         We capitalize  certain  software  development  costs in accordance with
Statement of Financial  Accounting Standards No. 86, Accounting for the Costs of
Computer  Software to Be Sold,  Leased,  or Otherwise  Marketed.  Costs incurred
internally  to  develop a  computer  software  product  are  charged  to product
development  expense when  incurred  until  technological  feasibility  has been
established  for the  product.  Thereafter,  all software  production  costs are
capitalized  and  recorded at the lower of  unamortized  cost or net  realizable
value.  Capitalization  ceases upon general release to customers.  After general
release, capitalized costs are amortized using the straight-line method over the
estimated   useful  life  of  the  related   product   (currently  five  years).
Amortization of capitalized  software  development  costs,  included in costs of
license fees and other,  was $776,000 for the three months ended March 31, 2000,
compared to $454,000 for the three months ended March 31, 1999.

4.       Comprehensive Loss

         Phoenix adopted  Statement of Financial  Accounting  Standards No. 130,
Reporting Comprehensive Income as of January 1, 1998. This statement establishes
new  rules  for the  reporting  and  display  of  comprehensive  income  and its
components.  Comprehensive  loss for the three  months  ended March 31, 2000 and
1999, is comprised of the following:
<TABLE>
<CAPTION>

                                                           Three Months Ended March 31,
                                                            2000                   1999
                                                  -------------------    ------------------

<S>                                            <C>                      <C>
Net loss as reported                              $     (3,037,860)        $    (1,308,092)
Other comprehensive income:
  Unrealized loss on investments
  available for sale (net of tax effect in 1999)          (117,139)               (121,861)
                                                  -------------------    ------------------
Comprehensive loss                                $     (3,154,999)        $    (1,429,953)
                                                  ===================    ==================
</TABLE>


5.       Staff Accounting Bulletin No. 101

         Staff  Accounting  Bulletin No. 101,  Revenue  Recognition in Financial
Statements was released by the  Securities  and Exchange  Commission in December
1999.  This  bulletin  provides  the SEC  staff's  views in  applying  generally
accepted  accounting  principles to selected revenue  recognition issues. We are
presently  studying the implications of the guidance set forth in this bulletin,
and will adopt the bulletin and apply any applicable provisions to our financial
statements  beginning in the second quarter. We cannot at this time quantify the
impact of any such changes,  but it could have a material  effect on our revenue
recognition  policies,  and therefore on our  financial  position and results of
operations.


                                       7
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Disclosure Regarding Forward Looking Statements

         This  10-Q  contains   statements  which   constitute   forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange Act of 1934,  as amended.
These  statements  appear in a number of places  in this  Quarterly  Report  and
include all statements that are not historical  statements of fact regarding our
intent, belief,  current expectations,  and those of our management with respect
to, among other things:

o        our financing plans;
o        trends affecting our financial condition or results of operations;
o        our growth strategy and operating strategy (including, but not limited
         to, the development and implementation of the Phoenix
         System and our other products);
o        sales performance and prospects; and
o        the possible  impact on our  operations  and financial  performance  of
         market  conditions and other factors that have hindered us in the past,
         such as  currently-pending  litigation and the slowdown in purchases of
         software during 1999.

         The  words  "may,"  "would,"  "could,"  "continue,"  "will,"  "expect,"
"estimate,"  "anticipate," "goal," "strategy,"  "believe," "intend," "plan," and
similar   expressions   and   variations   thereof  are   intended  to  identify
forward-looking  statements.  Such forward-looking statements are not guarantees
of future  performance  and involve risks and  uncertainties,  many of which are
beyond our ability to control.  Actual results may differ  materially from those
projected  in the  forward-looking  statements  as a result of various  factors.
Among the key risks,  assumptions  and  factors  that may  adversely  affect our
operating results, performance, and financial condition are:

o        whether the market  conditions  and other  factors  which  hindered our
         success in 1999, such as negative  publicity and litigation against us,
         will continue to affect our efforts in the future;
o        unanticipated  delays in developing new products and enhancements or in
         deploying our products and services through our ASCs;
o        whether the market  accepts our new  products and  services,  including
         those under  development and the e-commerce  operating  environment and
         services we offer;
o        our reliance on  significant  new  customers to reach or exceed  market
         expectations for our performance;
o        the timing of  customer  contracts  slipping  from one quarter to later
         quarters of fiscal periods;
o        our ability to leverage our sales force,  marketing  relationships  and
         other distribution channels worldwide to generate new customers;
o        negative rumors created and/or spread by competitors,  including untrue
         rumors about our immediate viability;


                                       8
<PAGE>

o        the distraction of management's time and attention, increased legal and
         other costs, and other adverse impacts of pending litigation,  negative
         publicity and negative rumors by competitors;
o        our ability to grow and manage our growth  despite  adverse  market and
         other factors described above; and
o        competitive  conditions  and other  factors  discussed in detail in our
         prior  press  releases  and  filings  with  the   Securities   Exchange
         Commission,  including  our  Annual  Report  on Form 10-K and the "Risk
         Factors"   section   in  our   Registration   Statement   on  Form  S-1
         (Registration No.  333-31415),  as declared effective by the Securities
         and Exchange commission on August 13, 1997.

         We derive our revenues from two primary  sources:  (i) license fees for
software products, principally the Phoenix System, and commissions from the sale
of third party software and hardware; and (ii) fees for services,  which include
implementation services, custom programming, training, interface development for
third party products, ongoing software support, and Internet/Intranet consulting
services.

         Our quarterly  operating results have varied  significantly in the past
and may vary  significantly  in the  future.  Factors  that may cause our future
operating results to vary include, but are not limited to:

o        the size and timing of significant orders;
o        the mix of direct and indirect sales; the mix and timing of U.S. and
         foreign sales; the timing of new product announcements;
o        changes in our pricing policies and those of our competitors;
o        the timing of the development, implementation, and release of our
         products and enhancements;
o        changes in our strategy and operating expenses; and
o        competition and general economic factors.

         Product  revenues  are  difficult  to  forecast  because the market for
client/server  application  software  products is evolving  and affected by many
different factors,  including general  considerations beyond our control such as
the recent slowdown attributable to Year 2000 concerns.  Additionally, our sales
cycle varies  substantially  from  customer to customer and exceeds 12 months in
many cases. We do not believe that quarter-to-quarter comparisons of our results
of operations should be relied upon as indications of our future performance.

         Due to all of the  foregoing  factors,  it is  likely  that  in  future
quarters our  operating  results will be below the  expectations  of  securities
analysts and  investors.  In such an event,  the price of our common stock would
likely be materially adversely affected.

Year 2000 Issues

         We  discussed  in our  reports  filed in 1998 and 1999 the  nature  and
progress of our plans to become Year 2000 ready.  In late 1999, we completed the
remediation  and  testing  of our  systems.  As a result of those  planning  and
implementation   efforts,   we  experienced   no   significant   disruptions  in
mission-critical  information technology and non-information

                                       9
<PAGE>

technology  systems due to the Year 2000,  and believe our systems  successfully
responded  to the Year  2000  date  change.  We are not  aware  of any  material
problems resulting from Year 2000 issues, either with our products, our internal
systems,  or the products and services of third parties used in our  operations.
We will continue to monitor our mission critical computer applications and those
of our  suppliers  and vendors  throughout  the Year 2000 to help ensure that we
promptly address any latent Year 2000 matters that may arise.

Results of Operations

         The  following  table  sets  forth  the  percentage  of total  revenues
represented by certain line items in Phoenix's  statements of operations for the
periods indicated.

                                              Three Months Ended March 31,
                                                  2000          1999
                                                 --------     --------

Revenues:
   License fees and other                            36%          42%
   Implementation, customer and software
      support and other service fees                 64%          58%
                                                 --------     --------

     Total revenues                                 100%         100%

Expenses:
   Cost of license fees and other                    18%          11%
   Cost of implementation, customer and
      software support and other service fees        35%          40%
   Sales and marketing                               21%          23%
   General and administrative                        34%          21%
   Product development                               48%          46%
                                                 --------     --------

     Total expenses                                 155%         141%

Other income (expense):
   Loss on foreign currency                           0%           0%
   Interest income                                    3%           6%
   Interest expense                                   0%           0%
   Minority interest                                  1%           0%
   Amortization of goodwill                           0%           0%
                                                 --------     --------

   Loss before incomes taxes                         (51%)       (35%)
Income tax expense (benefit)                           0%        (13%)
                                                 --------     --------

Net income (loss)                                    (51%)        (22%)
                                                 ========     ========

<PAGE>



Three Months Ended March 31, 2000, Compared to Three Months Ended March 31, 1999

         Revenues. Total revenues increased by 5.0% to $5.8 million in the three
months ended March 31,  2000,  from $5.5 million in the three months ended March
31, 1999.  Revenues  from license  fees  decreased  10.2% to $2.1 million in the
three months  ended March 31, 2000,  from $2.3 million in the three months ended
March 31, 1999.  This  decrease was primarily due to a decrease in the number of
license fee contract  signings from U.S. and international  customers.  Revenues
from  implementation,  customer and  software  support,  and other  service fees
increased  15.9% to $3.7 million in the three months ended March 31, 2000,  from
$3.2  million in the three  months  ended  March 31,  1999.  This  increase  was
primarily  attributable  to an increase in  professional  service  revenues  for
software development.

         Expenses.  Cost of license fees increased  76.2% to $1.0 million in the
three months  ended March 31, 2000,  from $0.6 million in the three months ended
March 31, 1999. These costs increased mainly as a result of higher  amortization
of capitalized software development costs and costs of third party licenses.

         Cost of implementation, customer and software support and other service
fees  decreased  9.5% to $2.0  million in the three months ended March 31, 2000,
from $2.2  million in the three  months  ended March 31,  1999,  primarily  as a
result of decreased employee headcount.

         Sales and  marketing  expenses  decreased  6.3% to $1.2  million in the
three months  ended March 31, 2000,  from $1.3 million in the three months ended
March 31, 1999,  primarily as a result of decreased sales  commissions,  travel,
and advertising expenses.

         General and administrative  expenses increased 72.2% to $2.0 million in
the three  months  ended March 31,  2000,  from $1.1 million in the three months
ended March 31, 1999. These costs increased primarily as the result of increased
provisions and credits against accounts receivable,  which rose by $0.5 million,
and by higher depreciation and personnel-related costs.

         Product  development  expenses  increased  8.5% to $2.8  million in the
three months  ended March 31, 2000,  from $2.6 million in the three months ended
March 31,  1999.  Product  development  expenses  increased  in the 2000  period
primarily as a result of increased personnel-related costs to expand and enhance
our product line,  including  expenses for contract  labor costs incurred at the
Sydney, Australia product development center.

         Total Other Income (Expense). Interest income was $151,000 in the three
months ended March 31, 2000 compared to $305,000 in the three months ended March
31, 1999.  Interest  income  decreased  primarily  due to a decrease in interest
yielding  investments.  The  minority  interest of $74,000 for the three  months
ended March 31, 2000 is the net loss  attributed  to  minority  shareholders  of
Phoenix  International  New  York  (formerly  Servers  On-Line,  Inc.).  Phoenix
acquired 54% of Servers On-Line in October 1999.

         Income Tax  Expense  (Benefit).  The income tax expense was $12,800 for
the three

                                       11

<PAGE>

months ended March 31, 2000,  compared  with a benefit of $704,000 for the three
months ended March 31, 1999. This is due to the fact that we no longer recognize
the income tax benefits of net operating loss carryforwards.

         Net Income (Loss).  Phoenix  incurred a net loss of $3.0 million in the
three months  ended March 31, 2000,  compared to net loss of $1.3 million in the
three  months  ended  March 31,  1999,  primarily  as a result of a decrease  in
license fee revenue,  increase in general and administrative  costs, increase in
costs of license fees,  decrease in interest income, and  non-recognition of the
tax benefits of net operating losses.

Liquidity and Capital Resources

         We fund our cash needs through  existing cash and investment  balances,
sales of capital stock, interest on investments and, to a lesser extent, through
cash flow from operations. We do not rely on lines of credit or other borrowings
to fund operations.  At March 31, 2000, we had cash and cash equivalents of $5.2
million,  and long term  investments  of $6.6  million.  Long  term  investments
consist primarily of U.S. Treasury securities.  For the three months ended March
31, 2000, our operations used net cash of $2.0 million, primarily due to our net
loss and an increase in unbilled receivables.

         For the  three  months  ended  March  31,  2000,  investing  activities
provided net cash of $0.2 million,  which included $2.4 million from the sale of
investments,  reduced primarily by $2.0 million invested in capitalized software
development costs and $0.2 million in purchase of property and equipment.

         Financing  activities provided $4.5 million of cash, primarily from the
sale of 861,623  shares of common stock to London Bridge  Software  Holdings plc
for $5.0 million,  less issuance  costs.  Working capital was $8.4 million as of
March 31, 2000.

         We  believe  our  cash  balances,   investments,  and  cash  flow  from
operations will be sufficient to meet working capital, capital expenditure,  and
software  development  requirements  at least  through  2000.  Cash  flows  from
operating activities are dependent on continued advance payments from customers,
and we cannot be sure that we will continue to receive these payments or that we
will continue to receive these  payments in advance of contract  performance  on
the  same  terms  as we have in the  past.  We  anticipate  that  operating  and
investing  activities  may use cash in the future,  due  primarily  to growth in
operations and development activities.  Consequently,  future growth,  including
acquisitions,  may require additional equity or debt financing. These statements
are "forward looking" statements which are subject to risks and uncertainties as
previously discussed.

                                       12

<PAGE>



Item 3.  Quantitative and Qualitative Disclosure on Market Risk

         Phoenix does not use derivative financial instruments in its operations
or  investments.   While  we  have  significant  international  operations,  our
contracts provide for all payments to be made in U.S.  Dollars.  We therefore do
not believe that  fluctuations  in foreign  currency  exchange rates will have a
material  impact on our  results  or  operations.  We have  experienced  foreign
exchange  losses from the  operations  of two of our foreign  subsidiaries,  but
believe these losses have been immaterial in amount.  Foreign  exchange risks in
the future  could,  however,  have a material  adverse  impact on our results of
operations.  Phoenix's  short  term  and long  term  investments  are  deposited
principally  in a single  financial  institution  with  significant  assets  and
consist  of U.S.  Treasury  bills and notes with  maturities  of less than three
years.  We do not consider the interest  rate risk for these  investments  to be
material.  We do not have any material credit facilities and, therefore,  do not
have a  significant  risk due to potential  fluctuations  in interest  rates for
loans at this time.  Changes in  interest  rates  could  decrease  our  interest
income,  could make it more costly to borrow money in the future, and may impede
Phoenix's future acquisition and growth strategies if management determines that
the  costs  associated  with  borrowing  funds are too high to  implement  these
strategies.


                                       13
<PAGE>


                           PART II. OTHER INFORMATION

Item 1.           Legal Proceedings

         For a discussion of legal proceedings,  please see our Annual Report on
Form 10-K for 1999,  which includes a summary of a lawsuit filed in the District
Court for the Middle District of Florida as a purported  class action  initiated
by George Taylor, a former Phoenix employee.  The defendants in the suit include
Phoenix  and its chief  executive  officer.  The  lawsuit  alleges,  among other
things,  violations of Section 10(b) of the Securities  Exchange Act of 1934. On
May 5, 2000,  the  plaintiffs  filed an Amended  Complaint  which,  among  other
things,  (1) adds four  additional  investors as named  plaintiffs  and proposed
class representatives; (2) expands the purported class period to the period from
May 5, 1997 to April 15, 1999; and (3) adds Phoenix's president as an additional
named defendant. As previously stated in the Form 10-K for 1999, Phoenix intends
to vigorously defend the case.

Item 2.           Changes in Securities

         In February 2000, London Bridge Software Holdings plc purchased 861,623
shares of Phoenix  common  stock for  $5,000,000,  representing  a 9.16%  equity
interest  in  Phoenix  as of the  transaction  date.  In  connection  with  this
purchase,  Phoenix entered into an agreement with London Bridge to market one of
its products called "Vectus." Also in connection with this transaction,  Phoenix
paid a total of $150,000 in advisory fees and for a fairness opinion.

         This  transaction  was not  registered  with the SEC. To complete  this
transaction,  Phoenix relied upon the exemptions provided by Section 4(2) of the
Securities  Act of 1933,  and  Regulation  D  promulgated  under  the  Act.  The
transaction was an isolated sale to a single overseas  entity.  No other persons
were  solicited or contacted  to  participate  in this sale. A Form D was timely
filed with the  Securities  and  Exchange  Commission  in  connection  with this
transaction.

Item 3.           Defaults Upon Senior Securities

         None.

Item 4.           Submission of Matters to a Vote of Security Holders

         None.

Item 5.           Other Information

         On May 11,  2000,  we  initiated  a  reorganization  of the  company by
eliminating  open positions and  terminating  approximately  15% of our existing
workforce.  The  cost of  salaries  and  employee  benefits  for the  terminated
employees was  approximately  $3.5 million on an annualized  basis. We expect to
incur  severance-related  expenses  in  connection  with these  terminations  of
approximately $200,000.

                                       14

<PAGE>


Item 6.           Exhibits and Reports on Form 8-K

         a)       Exhibits

   Exhibit
     No.   Description
   ------- -----------

     3.1   Amended and  Restated  Articles of  Incorporation,  as amended by the
           Articles  of   Amendment   to  Amended  and   Restated   Articles  of
           Incorporation  as filed with the Secretary of the State of Florida on
           May  28,  1997  (incorporated  by  reference  to  Exhibit  3.1 of our
           Registration  Statement  on Form  S-1  (No.  333-31415)  as  declared
           effective   by  the  SEC  on  August  13,  1997  (the   "Registration
           Statement")).

     3.2   Amended and Restated Bylaws,  effective July 8, 1996 (incorporated by
           reference to Exhibit 3.2 of the Company's Form 10-Q, dated August 14,
           1996, File No. 0-20937).

     4.1   See Exhibits 3.1 and 3.2 for  provisions  of the Amended and Restated
           Articles of  Incorporation  and Amended and Restated  Bylaws defining
           the  rights  of  the   holders  of  Common   Stock  of  the   Company
           (incorporated by reference to Exhibit 4.1 of Registration Statement).

   10.1    Marketing Agreement between London Bridge Software Limited and
           Phoenix International Ltd., Inc.*

   27.1    Financial Data Schedule for the three months ended March 31, 2000
          (for SEC use only).


-------------------------
* Confidential treatment has been requested for certain confidential portions of
this exhibit  pursuant to Rule  24(b)(2)  under the Exchange  Act. In accordance
with Rule  24(b)(2),  these  confidential  portions  have been omitted from this
exhibit and filed separately with the Commission.

         b)       Reports on Form 8-K
                  None.

                                       15
<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                              PHOENIX INTERNATIONAL LTD., INC.

                              /s/Bahram Yusefzadeh
                              -------------------------------------------------
May 12, 2000                  Bahram Yusefzadeh

                              Chairman of the Board and Chief Executive Officer
                              (principal executive officer)


                              /s/Theodore C. Burns
                              --------------------------------------------------
May 12, 2000                  Theodore C. Burns
                              Senior Vice President and Chief Financial Officer
                              (principal financial and accounting officer)


<PAGE>



                                  EXHIBIT INDEX

   Exhibit
     No.   Description
   ------  ------------

     3.1   Amended and  Restated  Articles of  Incorporation,  as amended by the
           Articles  of   Amendment   to  Amended  and   Restated   Articles  of
           Incorporation  as filed with the Secretary of the State of Florida on
           May  28,  1997  (incorporated  by  reference  to  Exhibit  3.1 of the
           Company's  Registration  Statement  on Form  S-1 (No.  333-31415)  as
           declared  effective by the SEC on August 13, 1997 (the  "Registration
           Statement")).

     3.2   Amended and Restated Bylaws,  effective July 8, 1996 (incorporated by
           reference to Exhibit 3.2 of the Company's Form 10-Q, dated August 14,
           1996, File No. 0-20937).

     4.1   See Exhibits 3.1 and 3.2 for  provisions  of the Amended and Restated
           Articles of  Incorporation  and Amended and Restated  Bylaws defining
           the  rights  of  the   holders  of  Common   Stock  of  the   Company
           (incorporated by reference to Exhibit 4.1 of Registration Statement).

   10.1    Marketing Agreement between London Bridge Software Limited and
           Phoenix International Ltd., Inc.*

   27.1    Financial Data Schedule for the three months ended September 30, 1999
           (for SEC use only).


-------------------------
* Confidential treatment has been requested for certain confidential portions of
this exhibit  pursuant to Rule  24(b)(2)  under the Exchange  Act. In accordance
with Rule  24(b)(2),  these  confidential  portions  have been omitted from this
exhibit and filed separately with the Commission.

                                       17