SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ------------


                                    FORM 10-Q


                 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                         Commission file number 1-10994

                                  --------------


                For the quarterly period ended September 30, 1997



                        PHOENIX DUFF & PHELPS CORPORATION









DELAWARE
95-4191764
                    (State of
Incorporation)                                            (I.R.S. Employer
Identification No.)


56 Prospect St., Hartford, Connecticut
06115-0480                                  (860) 403-5000
         (Address of principal executive offices)
(Registrant's telephone number)



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 ___


On October 31, 1997,  the  registrant  had  44,090,261  shares of $.01 par value
common stock outstanding.


<PAGE>


               PHOENIX DUFF & PHELPS CORPORATION AND SUBSIDIARIES

                        Quarter Ended September 30, 1997

                                      Index


PART I   -   FINANCIAL INFORMATION:

                                                                      Page
                                                                      ----
   Item 1. Consolidated Financial Statements: 

           Consolidated Condensed Statements of Financial Condition.    3
              September 30, 1997 and December 31, 1996

           Consolidated Statements of Income .......................    4
              Three Months Ended September 30, 1997 and
              Three Months Ended September 30, 1996

           Consolidated Statements of Income .......................    5
              Nine Months Ended September 30, 1997 and
              Nine Months Ended September 30, 1996

           Consolidated Condensed Statements of Cash Flows .........    6
              Nine Months Ended September 30, 1997 and
              Nine Months Ended September 30, 1996

           Notes to the Consolidated Financial Statements...........    7


   Item 2. Management's Discussion and Analysis of:

           Results of Operations and Financial Condition............   12

           Liquidity and Capital Resources .........................   16


PART II   -   OTHER INFORMATION:


   Item 4. Submission of Matters to a Vote of Security Holders......   17

   Item 6. Exhibits and Reports on Form 8-K.........................   17

   Signatures......................................................    18




                                       2

<PAGE>



PART  I.     Financial Information
 Item 1.     Consolidated Financial Statements


               Phoenix Duff & Phelps Corporation and Subsidiaries
            Consolidated Condensed Statements of Financial Condition
                                 (In thousands)
<TABLE>
<CAPTION>
                                                        (Unaudited)
                                                       September 30,December 31,
                                                             1997      1996
<S>                                                       <C>        <C>    
Assets
Current Assets
 Cash and cash equivalents                                $  58,485  $ 22,466
 Marketable securities, at market                            12,932     4,070
 Accounts receivable                                         29,997    25,668
 Prepaid expenses and other current assets                    1,865     4,287
                                                          ---------  --------
     Total current assets                                   103,279    56,491

Deferred commissions                                          3,601    17,749
Furniture, equipment and leasehold improvements, net         10,509     8,377
Goodwill and intangible assets, net                         473,360   226,754
Investment in Beutel, Goodman & Company Ltd.                 31,214    31,746
Long-term investments and other assets                       28,106    24,567
                                                         ---------   --------
     Total assets                                         $ 650,069  $365,684
                                                         ==========  ========

Liabilities and Stockholders' Equity
Current Liabilities
 Accounts payable and accrued liabilities                 $  25,623  $ 13,306
 Due to seller                                               31,576
 Short-term notes payable                                     9,497
 Payables to related parties                                  5,286     3,874
 Broker-dealer payable                                        7,664     8,487
 Current portion of long-term debt                                      2,500
                                                          ---------  --------
     Total current liabilities                               79,646    28,167

Deferred taxes, net                                          71,458    33,860
Long-term debt, net of current portion                      191,938    14,000
Lease obligations and other long-term liabilities             9,288     7,884
                                                          ---------  --------
     Total liabilities                                      352,330    83,911
                                                          ---------  --------

Minority Interest                                               552

Series A Convertible Exchangeable Preferred Stock            78,822    78,504
                                                           --------  --------

Stockholders' Equity
Common stock, $.01 par value, 100,000,000 shares authorized,
 44,290,261 and 44,037,416 shares issued, 44,090,261 and
 44,037,416 shares outstanding and 200,000 and zero shares
 held in treasury                                               443       440
Additional paid-in capital                                  188,532   185,415
Retained earnings                                            18,484    12,812
Net unrealized gain on securities available for sale         12,957     4,932
Foreign currency translation                                   (501)    (330)
Treasury stock                                               (1,550)
                                                          ---------  --------
   Total stockholders' equity                               218,365   203,269
                                                          ---------  --------
   Total liabilities and stockholders' equity             $ 650,069  $365,684
                                                          =========  ========

</TABLE>



          The accompanying notes are an integral part of these statements.
 
                                      3
<PAGE>

               Phoenix Duff & Phelps Corporation and Subsidiaries
                        Consolidated Statements of Income
                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                             (Unaudited)
                                                Three months ended September 30,
                                                           1997        1996
<S>                                                    <C>           <C>
Revenues
Investment management fees                             $  36,565     $ 28,833
Mutual funds - ancillary fees                              5,152        6,110
Other income and fees                                        532          985
                                                       ---------     --------
       Total revenues                                     42,249       35,928
                                                       ---------     --------

Operating Expenses
Employment expenses                                       18,247       12,694
Other operating expenses                                  10,191        8,319
Depreciation and amortization of
 leasehold improvements                                      697          540
Amortization of goodwill and intangible assets             3,672        2,436
Amortization of deferred commissions                                    1,531
                                                       ---------     --------
    Total operating expenses                              32,807       25,520
                                                       ---------     --------

Operating Income                                           9,442       10,408
                                                       ---------     --------

Other Income - Net                                         1,335          912
                                                       ---------     --------

Interest (Expense) Income - Net
Interest expense                                          (1,505)        (409)
Interest income                                              776          475
                                                       ---------     --------
    Total interest (expense) income - net                   (729)          66
                                                       ---------     --------

Income to Minority Interest                                 (290)

Income before income taxes                                 9,758       11,386
Provision for income taxes                                 3,676        5,056
                                                       ---------     --------

Net Income                                                 6,082        6,330
Series A preferred stock dividends                         1,188        1,184
                                                       ---------     --------
Income available to common stockholder                 $   4,894     $  5,146
                                                       =========     ========

Weighted average shares outstanding
  Primary                                                 44,696       44,088
  Fully diluted                                           54,599       53,944

Earnings per share
  Primary                                              $     .11     $    .12
  Fully diluted                                                      $    .12

</TABLE>







        The accompanying notes are an integral part of these statements.

                                       4
<PAGE>


               Phoenix Duff & Phelps Corporation and Subsidiaries
                        Consolidated Statements of Income
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                              (Unaudited)
                                                 Nine months ended September 30,
                                                             1997       1996
<S>                                                      <C>          <C>
Revenues
Investment management fees                               $  92,248    $ 89,132
Mutual funds - ancillary fees                               16,304      16,285
Financial consulting and investment research fees                        7,699
Other income and fees                                        2,758       3,124
                                                         ---------    --------
    Total revenues                                         111,310     116,240
                                                         ---------    --------

Operating Expenses
Employment expenses                                         49,001      44,882
Other operating expenses                                    27,243      28,332
Depreciation and amortization of
 leasehold improvements                                      1,944       1,624
Amortization of goodwill and intangible asset,net            8,403       7,266
Amortization of deferred commissions                         2,836       4,155
                                                         ---------    --------
    Total operating expenses                                89,427      86,259
                                                         ---------    --------

Operating Income                                            21,883      29,981
                                                         ---------    --------

Other Income - Net                                             764       4,425
                                                         ---------    --------

Gain on Sale                                                 6,907

Interest (Expense) Income - Net
Interest expense                                            (1,954)     (1,319)
Interest income                                              1,399       1,456
                                                         ---------    --------
    Total interest (expense) income - net                     (555)        137
                                                         ---------    --------

Income to Minority Interest                                   (290)

Income before income taxes                                   28,709     34,543
Provision for income taxes                                   11,541     14,508
                                                          ---------   --------

Net Income                                                   17,168     20,035
Series A preferred stock dividends                            3,562      3,529
                                                          ---------   --------
Income available to common stockholders                   $  13,606   $ 16,506
                                                          =========   ========

Weighted average shares outstanding
  Primary                                                    44,555     44,004
  Fully diluted                                              54,488     53,898

Earnings per share
  Primary                                                 $     .31   $    .38
  Fully diluted                                                       $    .37

</TABLE>





          The accompanying notes are an integral part of these statements.
 
                                      5
<PAGE>

               Phoenix Duff & Phelps Corporation and Subsidiaries
                 Consolidated Condensed Statements of Cash Flows
                                 (In thousands)
<TABLE>
<CAPTION>
                                                             (Unaudited)
                                                 Nine months ended September 30,
                                                               1997      1996
<S>                                                          <C>      <C>
Cash flows from operating activities:
Net income                                                   $ 17,168 $ 20,035
 Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation and amortization of leasehold improvements       1,944    1,624
  Amortization of goodwill and intangible assets                8,403    7,266
  Amortization of deferred commissions                          2,836    4,155
  Income to minority interest                                     290
  Equity earnings of unconsolidated affiliates                   (658)  (4,675)
  Payments of deferred commissions                             (4,444)  (8,329)
  Gain on sale of deferred commissions asset                   (6,907)
  Changes in other operating assets and liabilities              (488)  (4,616)
 Unrealized (appreciation) depreciation on mutual fund
  investments                                                    (197)      27
                                                             -------- --------
        Net cash provided by operating activities              17,947   15,487
                                                             -------- --------

Cash flows from investing activities:
Purchase of subsidiaries, net of cash acquired               (179,075)
Duff & Phelps Capital Markets transaction                               (5,228)
Proceeds from the sale of deferred commissions asset           26,015
Proceeds from long-term investments                            11,246    2,672
Purchase of partnership interest                               (2,220)
Other investing activities                                      6,532    4,137
Capital expenditures, net                                      (1,726)  (2,354)
                                                             -------- ---------
         Net cash used in investing activities               (139,228)    (773)
                                                             -------- ---------

Cash flows from financing activities:
Borrowing (repayment) of long-term debt, net                  168,833     (400)
Dividends paid                                                (11,496) (10,089)
Stock repurchase                                               (1,550)
Other financing activities                                       (140)
Proceeds from issuance of stock                                 1,653    2,149
                                                             -------- --------
         Net cash provided by (used in)financing activities   157,300   (8,340)
                                                             -------- --------

Net increase in cash and cash equivalents                      36,019    6,374
Cash and cash equivalents, beginning of period                 22,466   16,306
                                                             -------- --------

Cash and cash equivalents, end of period                     $ 58,485  $22,680
                                                             ======== ========

</TABLE>





          The accompanying notes are an integral part of these statements.
 
                                      6
<PAGE>

               Phoenix Duff & Phelps Corporation and Subsidiaries
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)

1. Basis of Presentation

   The  unaudited  consolidated  financial  statements  of Phoenix Duff & Phelps
   Corporation  (PDP or the  Company)  included  herein  have been  prepared  in
   accordance  with the  instructions  to Form  10-Q  pursuant  to the rules and
   regulations of the Securities and Exchange  Commission.  Certain  information
   and footnote  disclosures  normally included in financial statements prepared
   in  accordance  with  generally  accepted  accounting  principles  have  been
   condensed  or omitted.  It is  suggested  that these  consolidated  financial
   statements be read in  conjunction  with the financial  statements  and notes
   included in PDP's Form 10-K for the year ended December 31, 1996.

2. Organization

   As described  more fully in Notes 1 and 3 to PDP's Annual Report for the year
   ended  December  31,  1996,  PDP was formed on November 1, 1995 when  Phoenix
   Securities Group Inc. (PSG), merged into Duff & Phelps Corporation (D&P). The
   transaction was accounted for as a purchase of D&P by PSG.

3. Merger Related Activity

   On September 3, 1997, PDP acquired Pasadena Capital Corporation ("Pasadena"),
   the parent company of Roger  Engemann & Associates,  Inc. PDP paid an initial
   purchase price of approximately  $180 million.  An additional payment will be
   made based on the adjusted net tangible  assets of Pasadena as of the closing
   date. This additional  purchase price,  estimated at $31.6 million,  has been
   reflected  in  the  September  30,  1997  financial  statements.  The  merger
   agreement  further provides for an "earn-out",  based on growth in management
   fee  revenues  of up to a total of $66  million  to be paid out on the third,
   fourth and fifth anniversaries of the transaction.  Pasadena,  which operates
   in  southern  California,  manages  approximately  $6.3  billion  in  assets,
   primarily individual accounts but also including The Pasadena Funds, a family
   of six equity  mutual funds with  approximately  $968 million in assets under
   management at September 30, 1997.

   On July 17, 1997,  PDP  acquired a majority  interest in  GMG/Seneca  Capital
   Management LLC  ("GMG/Seneca"),  a San Francisco  based  investment  advisor.
   Under the terms of the  transaction,  GMG/Seneca  was renamed  Seneca Capital
   Management  ("Seneca").  As  consideration  for the  purchase  of a  majority
   interest,  PDP paid $36.2 million,  $26.7 million in cash and $9.5 million in
   short-term  notes.  Additional  consideration of approximately  $3.5 million,
   dependent upon the retention of certain revenue earning accounts, may be paid
   on January 1, 1999.  The  remaining  interests in the Company  continue to be
   held by Seneca  senior  management.  Seneca,  founded by Gail Seneca in 1989,
   managed $4.2 billion in assets at September 30, 1997.

   The purchase price for Pasadena and Seneca represents the consideration  paid
   and the direct  costs  incurred  by PDP to purchase  Pasadena  and a majority
   interest in Seneca.  Preliminary  analyses  have been  performed  in order to
   identify  intangible  assets and to allocate  purchase price to  identifiable
   assets.  The excess of  purchase  price over the fair value of  acquired  net
   tangible assets of Pasadena and Seneca totaled $218.4 million. Of this excess
   purchase price, $110.2 million has been identified as identifiable intangible
   assets, primarily associated with investment management contracts,  which are
   being amortized over their estimated  useful lives,  using the  straight-line
   method.  The average  estimated  useful life of the  identifiable  intangible
   assets is 13 years.  The  remaining  fair  value  adjustments  to assets  and
   liabilities  totaled ($39.9) million.  The remaining excess purchase price of
   $148.1 million has been classified as goodwill and is being amortized over 40
   years using the straight-line  method.  Related  amortization expense of $1.1
   million has been charged to expense for the period ended September 30, 1997.

                                       7
<PAGE>


<TABLE>
<CAPTION>
   The following  table  summarizes the  calculation and allocation of purchase
   price (in thousands):

   <S>                                  <C>            <C>            <C>
    Purchase Price:                      Pasadena        Seneca          Total
    Consideration paid or payable       $ 211,576      $  36,218      $ 247,794
    Transaction costs                       2,398          1,218          3,616
     Total Purchase Price               $ 213,974      $  37,436      $ 251,410
                                        =========      =========      =========

    Purchase Price Allocation:
    Fair value of acquired net assets   $ 30,720       $   2,248      $  32,968
    Identified intangibles                97,404          12,833        110,237
    Deferred taxes                       (39,935)                       (39,935)
    Goodwill                             125,785          22,355        148,140
                                        --------       ---------      ---------
    Total Allocation of Purchase Price  $213,974       $  37,436      $ 251,410
                                        ========       =========      ========= 
</TABLE>

   In separate  transactions,  Phoenix Duff & Phelps entered into  agreements to
   acquire Pasadena National Trust Company,  for an estimated  purchase price of
   $1.2  million,  and  GMG/Seneca  Capital  Management  L.P.,  for an estimated
   purchase price of $.7 million.

   The following pro forma financial  information for the three and  nine months
   ended  September 30, 1997 and 1996 is derived from the  historical  financial
   statements of PDP, Pasadena and Seneca,  and gives effect to the acquisitions
   of Pasadena and a majority interest in Seneca by PDP. The pro forma financial
   information has been prepared  assuming these  acquisitions  were effected on
   December 31, 1995.
<TABLE>
<CAPTION>
                   Three months ended Sept.30,     Nine months ended Sept.30,
                  Pro Forma 1996 Pro Forma 1997  Pro Forma 1996  Pro Forma 1997
                           (In thousands, except per share amounts)
   <S>                 <C>           <C>            <C>             <C>

   Revenues            $ 52,756      $ 50,724       $ 153,821       $ 158,947  
                       --------      --------       ---------       --------- 

   Expenses
   Employment expenses   22,091        17,938          65,436          60,689
   Other expenses        13,481        13,734          43,229          44,153
   Amortization of 
    goodwill and
    intangible assets     5,531         5,531          16,488          16,488 
                       --------      --------       ---------       ---------   
    Total Expenses       41,103        37,203         125,153         121,330
                       --------      --------       ---------       ---------  

   Operating Income      11,653        13,521          28,668          37,617

   Other Income - Net     2,034           836          13,399           4,484

   Interest Expense-Net   2,686         2,784           8,043           8,699

   Income to Minority
    Interest               (360)         (225)           (800)           (674)  
                       ---------     --------       ---------       ---------  
  
   Income before income
     taxes                10,641       11,348          33,224          33,728
   Provision for income
     taxes                 4,875        5,411          14,698          14,783
                       ---------     --------       ---------       ---------

   Net Income          $   5,766    $   5,937       $  18,526       $  17,945
                       =========    =========       =========       =========

   Earnings per  share
    Primary                  .10          .11            .32              .33
    Fully Diluted             --           --             --               --
</TABLE>



                                       8
<PAGE>


4. Dividends and Other Capital Transactions

   For the periods ended September 30, 1997 and September 30, 1996, earnings per
   share were computed using weighted  average shares of common stock and common
   stock  equivalents  outstanding.   Common  stock  equivalents  are  based  on
   outstanding stock options under nonqualified stock option plans.

   On October 22, 1997,  the  Company's  Board of Directors  approved  quarterly
   dividends of $.06 per common  share and $.375 per  preferred  share,  payable
   December 10, 1997 to stockholders of record on November 28, 1997.

   As of September  30, 1997,  the Company,  in accordance  with the  previously
   announced  stock  repurchase  program,  had purchased  200,000  shares of PDP
   common stock at a total cost of $1.6 million.

5. Investment in Beutel, Goodman & Company Ltd.

   At September 30, 1997, PDP had a 49% interest in the outstanding common stock
   of Beutel, Goodman & Company Ltd. (BG). In 1997, BG's Shareholders' Agreement
   was amended  allowing PDP to recognize up to 100% of BG's  earnings.  BG is a
   Canadian-based investment counseling firm with approximately $10.5 billion in
   assets under management at September 30, 1997.

   PDP's   consolidated   condensed   statements  of  financial   condition  and
   consolidated  income statements  contain the following  components related to
   the BG investment:
<TABLE>
<CAPTION>
                                                   September 30,   December 31,
                                                       1997            1996
                                                          (in thousands)
   <S>                                               <C>             <C>
   Statements of Financial Condition:
   Acquisition costs of investment in BG's
     common stock                                    $ 30,045        $ 30,045
   Equity in BG net income                              7,287           4,021
   Dividends received                                  (2,870)           (285)
   Amortization of BG acquisition costs over
     proportional net equity in BG's assets            (2,387)         (1,476)
   Deferred tax on translation adjustments               (360)           (229)
   Currency translation adjustments                      (501)           (330)
                                                     --------        --------

   Total BG investment                               $ 31,214        $ 31,746
                                                     ========        ========
</TABLE>

<TABLE>
<CAPTION>
                                                   September 30,   September 30,
                                                       1997            1996
                                                          (in thousands)
   <S>                                               <C>             <C>
   Statements of Income:
   Equity in BG net income                           $  3,266        $  2,744
   Amortization                                          (911)         (1,119)
   Interest income - BG debentures                                        404
                                                     --------        --------
                                                     $  2,355        $  2,029
                                                     ========        ========
</TABLE>

   The PDP  consolidated  condensed  statements of financial  condition  contain
   currency  translation  adjustments,  related  to the  investment  in BG, as a
   component  of  stockholders'   equity.  These  losses,   resulting  from  the
   translation   of  foreign   currency,   are  deferred  and   accumulated   in
   stockholders'  equity  until the  investment  in BG is sold or  substantially
   liquidated.
 
                                      9
<PAGE>




   The  following  reflects  summarized  BG financial  information  for the nine
   months ended September 30,:
<TABLE>
<CAPTION>
                                                            1997         1996
                                                             (in thousands)
   <S>                                                   <C>           <C>

   Total revenues                                        $ 24,176      $21,716
   Net income                                            $  3,108      $ 5,165
</TABLE>


6.  Other Investments

   In the first quarter of 1997,  D&P CBO Partners,  LP (D&P CBO) and Windy City
   CBO Partners,  LP (WCCBO) were liquidated.  In accordance with the respective
   partnership  agreements,  the remaining assets of the partnerships were sold,
   obligations  were  settled  and all  remaining  cash was  distributed  to the
   partners.  PDP  received  cash  proceeds of zero and $11.2  million  from the
   liquidation  of  D&P  CBO  and  WCCBO,  respectively.  As  a  result  of  the
   liquidation  of the  partnerships,  PDP  recognized  losses  of zero and $1.5
   million,  respectively,  from D&P CBO and  WCCBO  representing  its  share of
   partnership losses up to the date of liquidation.

7. Capital Markets

   On May 14,  1996 the  Company  announced  that it was  exiting  the fee based
   investment research and financial consulting businesses. Substantially all of
   the fee based investment  research activities were immediately closed and, on
   July 1,  1996,  the  Company  completed  the sale of  certain  assets  of the
   financial   consulting   and   underwriting   businesses  to  several  former
   executives.  These  divestitures were contemplated at the time of the Merger.
   The financial  effects of these  divestitures  were treated as adjustments to
   the purchase price relating to the Merger.

8. Sale of Deferred Commissions

   On June 26,  1997,  PDP sold its title and  interest  in the  balance  of its
   deferred commissions asset to an unrelated third party. PDP recognized a gain
   of $6.9 million  based on cash  proceeds of $26.0 million and a book value of
   $19.1 million at the time of the sale. As part of the transaction,  the third
   party is entitled to receive the  distributor  fees and  contingent  deferred
   sales charges related to the Company's outstanding "B" share mutual funds.

   PDP has a three year  commitment,  expiring June 26, 2000, from the unrelated
   third  party to  purchase  all  commissions,  excluding  those  of  Pasadena,
   incurred by the Company upon the sale of "B" share mutual funds.

9. Long-term Debt

   At September 30, 1997, PDP had outstanding borrowings of $190 million under a
   new $200 million Credit  Agreement with a consortium of banks.  Borrowings  
   under this agreement are unsecured, mature in five years and bear interest
   at variable rates. Interest rates on such borrowings for the period ended
   September 30, 1997 were 6.0%. The outstanding balance is due in 2002. Phoenix
   Duff & Phelps'  majority  shareholder, Phoenix Home Life Mutual Insurance
   Company, has guaranteed the obligation.
  
   The Credit Agreement  contains financial and operating  covenants  including,
   among other  provisions,  requirements  that PDP maintain  certain  financial
   ratios and satisfy certain  financial  tests,  including  restrictions on the
   ability to incur indebtedness and limitations on PDP's capital  expenditures.
   As of September 30, 1997, PDP was in compliance with these covenants.

   PDP  financed  the  acquisitions  of  Pasadena  and Seneca  through  existing
   resources  and  borrowings  under the new Credit Agreement.
    
                                     10
<PAGE>


10.Recent Accounting Pronouncements

   In February 1997, the Financial  Accounting  Standards Board issued Statement
   of Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings Per Share."
   This  statement  simplifies  the standards  for computing  earnings per share
   ("EPS").  Basic EPS will replace  primary EPS.  Basic EPS will be computed by
   dividing  income  available to common  shareholders  by the weighted  average
   number of common  shares  outstanding  for the  period.  Diluted  EPS will be
   computed similarly to the present fully diluted EPS. Dual presentation of the
   basic  and  fully  diluted  EPS will be  required  on the face of the  income
   statement. A reconciliation of the numerator and denominator of the basic EPS
   computation to the numerator and  denominator of the diluted EPS  computation
   will be required.  SFAS No. 128 is effective for financial  statements issued
   for periods ending after  December 15, 1997.  Restatement of all prior period
   EPS data will be required. Had EPS calculations for the Company been computed
   for the three and nine months ended September 30, 1997 using the SFAS No. 128
   methodology, basic EPS would have been $.11 and $.31 per share, respectively,
   and  diluted EPS would have been $.11 and $.31 per share,  respectively.  EPS
   calculations  for the same periods in 1996 using the SFAS No. 128 methodology
   would not have been materially different from the reported amounts.

11.Subsequent Event

   On October 24, 1997, the Company received a distribution of $5.4 million from
   its equity investment in Financial  Alliance  Investors I, L.P.  representing
   the Company's share of the proceeds realized by the partnership upon the sale
   of its interest in Financial Alliance Processing Services,  Inc. In 1996, the
   Company had invested $2.0 million in Financial Alliance Investors I, L.P.
  
                                     11
<PAGE>


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

Results of Operations

Assets Under Management

At September  30, 1997,  PDP had $45.2  billion of assets under  management,  an
increase of $10.8 billion from June 30, 1997,  and $11.7 billion from  September
30, 1996. This increase is primarily the result of the  acquisitions of Pasadena
Capital  Corporation,  on September 3, 1997,  and a majority  interest in Seneca
Capital Management, on July 17, 1997, which increased assets under management by
$10.2 billion.  Since the revenues of the Company are substantially earned based
upon assets under management,  this information is important to an understanding
of the business.

<TABLE>
<CAPTION>
                                            (In millions)
                        September 30,  June 30,    December 31, September 30,
                            1997         1997          1996         1996
                          ---------   ---------     ---------     ---------
<S>                       <C>         <C>           <C>           <C>
Open-end Mutual Funds     $  13,371   $  11,727     $  11,532     $  11,511
Managed Accounts *            5,545         242
Closed-end Mutual Funds       3,106       3,015         2,984         2,867
Institutional **             15,969      12,367        12,276        12,387
PHL General Account           7,171       7,046         6,857         6,743
                          ---------   ---------     ---------     ---------
                          $  45,162   $  34,397     $  33,649     $  33,508
                          =========   =========     =========     =========
</TABLE>


*  Managed Accounts represent assets which are individually managed for retail
   clients through broker-dealer sponsored programs.
** Institutional includes 100% of the assets managed by Seneca Capital
   Management.

Three Months Ended September 30, 1997 Compared with Three Months Ended
September 30, 1996

Investment management fees of $36.6 million for the three months ended September
30, 1997,  which  includes $7.5 million for Pasadena and Seneca,  increased $7.8
million  (27%)  as  compared  to $28.8  million  for the  same  period  in 1996.
Management fees earned from institutional  accounts decreased $.5 million due to
the loss of certain accounts. Management fees earned from open-end mutual funds,
including  institutional  mutual funds,  increased $.8 million as a result of an
increase  in average  assets.  Fees  earned  managing  Phoenix  Home Life Mutual
Insurance Company's (PHL) sponsored variable products decreased $.2 million as a
result of a change in the fee structure  (which  increased fund accounting fees)
offset, in part, by an increase in assets under management.

Mutual  funds -  ancillary  fees of $5.2  million  for the  three  months  ended
September  30, 1997,  which  includes $.7 million for Pasadena,  decreased  $.9
million  (16%) as  compared to $6.1  million  for the same period in 1996.  Fund
accounting  fees increased $.7 million  primarily as a result of a change in the
fee  structures  for  the  open-end  mutual  funds  and PHL  sponsored  variable
products.  Net  distributor  fees  decreased  $2.2  million due to a decrease in
distributor  fees of $1.2  million,  primarily  due to the sale of the  deferred
commissions asset and the related  distributor fees, and an increase in trailing
commissions  expense of $1.0 million.  Shareholder  service agent fees decreased
$.2 million as a result of a decline in mutual fund shareholder accounts.

Other income and fees of $.5 million for the three months  ended  September  30,
1997 decreased $.5 million (46%) as compared to $1.0 million for the same period
in 1996, due to reduced  contingent  deferred sales charge income resulting from
the sale of the Company's  deferred  commissions  asset in the second quarter of
1997.

Employment  expenses of $18.2  million for the three months ended  September 30,
1997,  which  includes  $3.4  million for Pasadena  and Seneca,  increased  $5.5
million  (44%) as compared to $12.7  million for the same period in 1996. In the
third quarter of 1997, the Company  incurred  approximately  $.3 million in fees
for   placement   services   associated   with  hiring   additional   investment
professionals.  The remaining increase was primarily the result of annual salary
adjustments, incentives and increases in the workforce.
  
                                     12
<PAGE>


Other  operating  expenses of $10.2 million for the three months ended September
30, 1997,  which  includes $1.7 million for Pasadena and Seneca,  increased $1.9
million (23%) as compared to $8.3 million for the same period in 1996.

Depreciation and  amortization of leasehold  improvements of $.7 million for the
three months ended  September  30, 1997,  increased  $.2 million  (29%) from $.5
million for the same period in 1996 reflecting the inclusion of the depreciation
and  amortization  of  leasehold  improvements  expense of Pasadena  and Seneca.
Amortization  of goodwill  and  intangible  assets of $3.7 million for the three
months ended  September 30, 1997 increased $1.3 million (51%) primarily as a
result of the amortization of the intangible assets and goodwill identified in
the preliminary purchase price allocation of Pasadena and Seneca.  Amortization
of deferred commissions  decreased $1.5 million (100%) for the three months 
ended September 30, 1997 compared to the same period in 1996 as a result of the
sale of the deferred  commissions  asset in the second quarter of 1997, which
eliminated the amortization charge.

Operating  income of $9.4 million for the three months ended  September 30, 1997
decreased $1.0 million (9%) as compared to $10.4 million for the same period in
1996 as a result of the changes discussed above.

Other  income - net of $1.3 million for the three  months  ended  September  30,
1997, which includes $.2 million for Pasadena and Seneca,  increased $.4 million
(46%) as compared  to $.9  million  for the same period in 1996.  PDP's share of
equity earnings from WCCBO was zero in the third quarter of 1997 compared to $.6
million for the third quarter of 1996, due to the  liquidation of WCCBO in early
1997.  In addition,  PDP recorded $.1 million of losses in the third  quarter of
1997 from its investment in Greystone Financial Group, representing its share of
equity  earnings in the  company,  compared  to a $.5 million  loss in the third
quarter of 1996. PDP recorded  income of $.3 million from its investment in Duff
&  Phelps/Inverness  LLC as a result  of a third  quarter  1997  transaction  as
compared to zero in the third  quarter of 1996.  PDP's share of equity  earnings
from the  DPIM/Nuveen  joint  venture  was  zero in the  third  quarter  of 1997
compared to $.2 million for the third quarter of 1996.  On January 1, 1997,  the
Company  purchased the remaining  interest in the DPIM/Nuveen  joint venture and
consolidated  operations.  The  Company's  share of the equity  earnings  of its
investment in BG of $.8 million increased $.2 million for the three months ended
September 30, 1997 as compared to $.6 million for the same period in 1996.

Interest expense of $1.5 million increased $1.1 million primarily as a result of
interest  charges  resulting  from the  financing  of the  Pasadena  and  Seneca
acquisitions.  Interest income of $.8 million increased $.3 million primarily as
a result of  maintaining  higher average cash balances prior to the Pasadena and
Seneca acquisitions.

Income to minority  interest of $.3 million for the three months ended September
30, 1997 represents the minority  shareholders'  interest in the equity earnings
of Seneca, which is fully consolidated in the Company's financial statements.

The  effective  tax rate of 37.7%  for the  three  months  ended  September  30,
1997decreased  from  44.4% for the same  period  in 1996.  The  decrease  in the
effective tax rate  represents  the benefits  resulting  from  settlements  with
federal and state tax authorities for the tax years 1990 to 1993,  offset, in 
part, by the effect of goodwill  amortization  resulting  from the Pasadena
acquisition.  In addition,  in the third  quarter of 1996,  certain  changes
in expense  sharing arrangements between subsidiaries increased the rate.

As a result of the  effects  discussed  above,  net income for the three  months
ended  September  30, 1997 of $6.1 million  represents a decrease of $.2 million
(4%) compared to the $6.3 million for the third quarter of 1996.

                                       13
<PAGE>



Nine Months Ended September 30, 1997 Compared with Nine Months Ended September
30, 1996

Investment  management fees of $92.2 million for the nine months ended September
30, 1997,  which  includes $7.5 million for Pasadena and Seneca,  increased $3.1
million  (3%) as  compared  to  $89.1  million  for the  same  period  in  1996.
Management fees earned from  institutional  accounts decreased $3.1 million as a
result of the loss of certain accounts. Fees earned managing the open-end mutual
funds  increased  $.1 million due to an increase in average  assets.  Management
fees for institutional mutual funds, which were pooled separate accounts for two
months of 1996,  decreased  $.7 million as a result of lost  accounts  and lower
fees  earned on  institutional  mutual  funds as  compared  to  pooled  separate
accounts.  Fees earned managing PHL sponsored  variable  products  decreased $.8
million  as a result  of a change in the fee  structure  (which  increased  fund
accounting fees), which decreased  investment  management fees, offset, in part,
by an increase in assets under  management.  Fees earned from Managed  Accounts,
excluding  those  managed  by  Pasadena,  increased  $.4  million as a result of
increased  accounts  and  positive  performance.  Fees earned from WCCBO,  which
ceased operations in early 1997, decreased $.3 million.

Mutual funds - ancillary  fees remained  unchanged at $16.3 million for the nine
months ended September 30, 1997 and 1996, including $.7 million for Pasadena and
Seneca in 1997.  Fund  accounting  fees  increased  $1.9 million  primarily as a
result of a change in the fee structures  for the open-end  mutual funds and PHL
sponsored  variable products on which no fees were earned prior to January 1997.
Net distributor fees decreased $1.4 million from the prior year primarily due to
the sale of the deferred  commissions asset and related  distributor fees in the
second quarter of 1997,  offset by increased sales of B share mutual funds prior
to the sale.  Underwriter  fees  decreased  $.4 million (19%) as a result of the
closure of Capital Markets in 1996 and decreased  sales of mutual funds,  offset
by  underwriter  fees  received from certain PHL  sponsored  variable  products.
Shareholder service agent fees decreased $.7 million as a result of a decline in
shareholder accounts.

Financial consulting and investment research services were not offered by PDP in
1997 as the  operations of Duff & Phelps  Capital  Markets Co. and the fee-based
investment  research  and  securities   businesses  were  divested  and  closed,
respectively, in 1996.

Other income and fees of $2.8 million for the nine months  ended  September  30,
1997 decreased $.3 million (12%) as compared to $3.1 million for the same period
in 1996,  primarily  as a result of reduced  contingent  deferred  sales  charge
income resulting from the sale of the Company's  deferred  commissions  asset in
the second quarter of 1997,  partially  offset by increased  redemptions in 1997
prior to the sale.

Employment  expenses of $49.0  million for the nine months ended  September  30,
1997,  which  includes  $3.4  million for Pasadena  and Seneca,  increased  $4.1
million  (9%) as  compared  to  $44.9  million  for the  same  period  in  1996.
Employment  expenses  decreased  $8.2 million due to the  divestiture  of Duff &
Phelps  Capital  Markets  Co.  Non-recurring  charges  resulting  from a  senior
executive  exercising certain rights under his employment  agreement resulted in
an additional $1.6 million of employment  expense being  recognized in the first
quarter of 1997. In addition,  in 1997, the Company incurred  approximately $1.0
million  in fees  for  placement  services  associated  with  hiring  additional
investment  professionals.  The  remaining  increase was primarily the result of
annual salary adjustments, incentives and increases in the workforce.

Other  operating  expenses of $27.2 million for the nine months ended  September
30, 1997,  which  includes $1.7 million for Pasadena and Seneca,  decreased $1.1
million  (4%) from $28.3  million for the same period in 1996.  Other  operating
expenses  decreased  $3.1  million  due to the July 1996  divestiture  of Duff &
Phelps  Capital  Markets  Co. In  addition,  a one-time  loss of $.6 million was
recognized  in the second  quarter of 1997  relating to the  sublease of certain
office space.

Depreciation  and  amortization  of  leasehold   improvements  of  $1.9  million
increased  $.3  million  (20%)  from $1.6  million  for the same  period in 1996
primarily  reflecting the inclusion of the depreciation and amortization expense
of Pasadena and Seneca.  Amortization of goodwill and intangible  assets of $8.4
million for the nine months  ended  September  30, 1997  increased  $1.1 million
(16%)  from  $7.3  million  for the  same  period  in 1996  as a  result  of the
amortization of the intangible assets and goodwill identified in the preliminary
purchase  price  allocation  of Pasadena  and Seneca.  Amortization  of deferred
commissions decreased $1.3 million (32%) for
  
                                     14
<PAGE>

the nine months ended  September 30, 1997 compared to the same period in 1996 as
a result of the sale of the deferred  commissions asset in the second quarter of
1997, which eliminated the amortization charge.

Operating  income of $21.9 million for the nine months ended  September 30, 1997
decreased $8.1 million  (27%),  as compared to $30.0 million for the same period
in 1996, as a result of the changes discussed above.

Other income - net of $.8 million for the nine months ended  September  30, 1997
decreased  $3.6 million (83%) as compared to $4.4 million for the same period in
1996.  PDP's  share of losses  from WCCBO was $1.5  million  for the period from
January 1, 1997 until  operations  were  terminated in March, a decrease of $2.9
million  from the $1.4  million  earned in the first  nine  months of 1996.  The
Company's share of the Duff & Phelps/Inverness LLC joint venture income was $1.5
million for the nine months ended  September  30, 1996, as a result of the joint
venture's  recognition of an advisory fee from a significant  first quarter 1996
transaction,  compared to $.3 million in equity  earnings for the same period in
1997. The Company's share of the equity earnings of its investment in BG of $2.4
million  increased  $.7 million for the nine months ended  September 30, 1997 as
compared to $1.7 million for the same period in 1996. The Company's share of the
equity earnings from its investment in DPIM/Nuveen was $.5 million for the first
nine months of 1996.  On January 1, 1997,  the Company  purchased  the remaining
interest in the joint  venture and  consolidated  operations.  In addition,  PDP
recorded $.6 million in losses for the nine months ended September 30, 1997 from
its investment in Greystone  Financial  Group  representing  its share of equity
earnings  in the  company,  an  increase  of $.1 million as compared to the same
period in 1996.

A gain on the sale of the Company's  deferred  commissions asset of $6.9 million
was  recognized  in the  second  quarter  of 1997.  The  sale,  which  was to an
unrelated  third  party,  resulted in proceeds  of $26  million.  As part of the
transaction,  the purchaser will fund future B share commissions and be entitled
to distributor fees from the Company's  outstanding B share mutual funds as well
as any contingent deferred sales charges.

Interest  expense of $2.0 million for the nine months ended  September  30, 1997
increased $.6 million (48%) as a result of interest  charges  resulting from the
financing of the Pasadena and Seneca acquisitions offset, in part, by a decrease
in interest  expense of $.5 million due to a decrease in  outstanding  debt on a
previous  credit  facility.  Interest  income  decreased  $.1  million  due to a
decrease of $.4 million  from the BG  debentures,  which were fully  redeemed in
December 1996,  offset by increased  interest  income as a result of maintaining
higher cash balances prior to the Pasadena and Seneca acquisitions.

Income to minority  interest of $.3 million for the nine months ended  September
30, 1997 represents the minority  shareholders'  interest in the equity earnings
of Seneca, which is fully consolidated in the Company's financial statements.

The  effective  tax rate of 40.2% for the nine months ended  September  30, 1997
decreased  from 41.9% for the same period in 1996. The decrease in the effective
tax rate  represents the benefits  resulting from  settlements  with federal and
state tax  authorities  for the tax years 1990 to 1993,  offset by the effect of
goodwill amortization  resulting from the Pasadena acquisition.  In addition, in
the third  quarter of 1996,  certain  changes in  expense  sharing  arrangements
between subsidiaries increased the rate.

As a result of the effects discussed above, net income for the nine months ended
September 30, 1997 of $17.2  million  decreased  $2.8 million (14%)  compared to
$20.0 million for the first nine months of 1996.

                                       15
<PAGE>



Liquidity and Capital  Resources

The  Company's  business  is not  considered  to be capital  intensive.  Working
capital  requirements  for  the  Company  have  historically  been  provided  by
operating  cash flow. It is expected that such cash flows will continue to serve
as the principal  source of working capital for the Company for the near future.

The Company's current capital structure  includes 3.2 million shares of Series A
Preferred  Stock with a stated value of $25.00 per share and 44.1 million shares
of common stock.  Dividends on the preferred  stock would total $4.8 million per
annum based on preferred  shares  outstanding at September 30, 1997. The current
dividend  rate on common  stock is $.06 per share per  quarter.  If the dividend
rate  remains  constant  for 1997,  the total  dividend on common stock would be
approximately $10.6 million based upon shares outstanding at September 30, 1997.

The Company has a bank credit  agreement in place  providing  for a $200 million
five year credit facility. The outstanding obligation under the credit agreement
at September 30, 1997 was $190 million.  An interest rate of approximately  6.0%
was in effect on this borrowing as of September 30, 1997.  The credit  agreement
contains financial and operating  covenants  including,  among other provisions,
requirements  that the Company  maintain  certain  financial  ratios and satisfy
certain financial tests, restrictions on the ability to incur indebtedness,  and
limitations on the amount of the Company's  capital  expenditures.  At September
30, 1997,  the Company was in  compliance  with all  covenants  contained in the
credit  agreement.  The Company  believes that funds from operations and amounts
available  under the credit  agreement will provide  adequate  liquidity for the
foreseeable future.

Management considers the liquidity of the Company to be adequate to meet present
and anticipated needs.



                                       16
<PAGE>



PART II. Other Information
 Item 4. Submission of Matters to a Vote of Security Holders

      No items submitted.

Item 6. Exhibits and Reports on Form 8-K

(a)   The following documents are filed as part of these reports:

      No items filed.


(b) Reports on Form 8-K.

      A Current  Report on Form 8-K was  filed on July 1,  1997  describing  the
      agreements to acquire Pasadena Capital Corporation and a majority interest
      in GMG/Seneca Capital Management LLC.

      A Current  Report on Form 8-K was filed on September  18, 1997  describing
      the acquisitions of Pasadena Capital  Corporation on September 3, 1997 and
      a majority interest in GMG/Seneca Capital Management LLC on July 17, 1997.

      A Current  Report  on Form  8-K/A was filed on  November  13,  1997  which
      incorporated   historical   financial   statements  for  Pasadena  Capital
      Corporation and pro forma financial statements for the Pasadena and Seneca
      acquisitions.
 .







                                       17

<PAGE>



                                   Signatures

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

                                    Phoenix Duff & Phelps Corporation




November 14, 1997                    /s/ Philip R.
McLoughlin
                                     Philip R. McLoughlin, Chairman and
                                     Chief Executive Officer


November 14, 1997                    /s/ William R.
Moyer
                                    William R. Moyer, Chief Financial Officer



                                       18