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, 2000

                        PHOENIX INVESTMENT PARTNERS, LTD.

              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, 2000,  the  registrant  had  45,894,419  shares of $.01 par value
common stock outstanding.


<PAGE>


               PHOENIX INVESTMENT PARTNERS, LTD. AND SUBSIDIARIES

                        Quarter Ended September 30, 2000

                                      Index

PART I -   FINANCIAL INFORMATION:

                                                                       Page

  Item 1.  Consolidated Financial Statements:

           Consolidated Condensed Statements of Financial Condition.    3
              September 30, 2000 and December 31, 1999

           Consolidated Statements of Income........................    4
              Three Months Ended September 30, 2000 and
              Three Months Ended September 30, 1999

           Consolidated Statements of Income........................    5
              Nine Months Ended September 30, 2000 and
              Nine Months Ended September 30, 1999

           Consolidated Condensed Statements of Cash Flows .........    6
              Nine Months Ended September 30, 2000 and
              Nine Months Ended September 30, 1999

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


  Item 2.  Management's Discussion and Analysis of:

           Results of Operations and Financial Condition............   14

           Liquidity and Capital Resources..........................   20

           Market Risk..............................................   21

           Cautionary Statement under Section 21E of the Securities
              Exchange Act of 1934..................................   21


PART II -  OTHER INFORMATION:

  Item 1.  Legal Proceedings........................................   22

  Item 4.  Submission of Matters to a Vote of Security Holders......   22

  Item 6.  Exhibits and Reports on Form 8-K.........................   22

  Signatures........................................................   23





                                       2
<PAGE>



PART  I. Financial Information
 Item 1. Consolidated Financial Statements

               Phoenix Investment Partners, Ltd. and Subsidiaries
            Consolidated Condensed Statements of Financial Condition

                                 (in thousands)

                                                        (Unaudited)
                                                      September 30, December 31,
                                                            2000        1999

Assets

Current Assets

 Cash and cash equivalents                               $  43,559    $ 42,203
 Marketable securities, at market                           10,152       7,941
 Accounts receivable                                        49,429      45,658
 Prepaid expenses and other current assets                   3,352       3,487
                                                         ---------    --------
   Total current assets                                    106,492      99,289

 Deferred commissions                                          688       1,219
 Furniture, equipment and leasehold improvements, net       12,967      12,475
 Goodwill and intangible assets, net                       574,789     556,534
 Long-term investments and other assets                     16,637      12,169
                                                         ---------    --------
   Total assets                                          $ 711,573    $681,686
                                                         =========    ========

Liabilities and Stockholders' Equity

Current Liabilities

 Accounts payable and other accrued liabilities          $  47,161    $ 45,987
 Payables to related parties                                 3,024       4,749
 Broker-dealer payable                                      10,494      13,197
 Current portion of long-term debt                             225         964
                                                         ---------    --------
   Total current liabilities                                60,904      64,897

Deferred taxes, net                                         39,811      45,656
Long-term debt, net of current portion                         225         754
Convertible subordinated debentures                         70,021      76,364
Credit facilities                                          245,000     235,000
Lease obligations and other long-term liabilities            4,783       3,759
                                                         ---------    --------
   Total liabilities                                       420,744     426,430
                                                         ---------    --------

Minority Interest                                            2,407       4,255
                                                         ---------    --------

Stockholders' Equity

Common stock, $.01 par value, 100,000,000 shares
 authorized, 47,852,783 and 45,760,201 shares issued,
 and 45,824,865 and 43,760,201 shares outstanding              479         458
Additional paid-in capital                                 216,822     200,410
Retained earnings                                           84,689      60,737
Unrealized gains on securities available-for-sale            2,842       5,143
Unearned compensation on restricted stock                   (2,021)     (1,029)
Treasury stock, at cost, 2,027,918 and 2,000,000 shares    (14,389)    (14,718)
                                                         ---------    --------
   Total stockholders' equity                              288,422     251,001
                                                         ---------    --------
   Total liabilities and stockholders' equity            $ 711,573    $681,686
                                                         =========    ========



        The accompanying notes are an integral part of these statements.


                                       3
<PAGE>


               Phoenix Investment Partners, Ltd. and Subsidiaries
                        Consolidated Statements of Income
                      (in thousands, except per share data)

                                                              (Unaudited)
                                                           Three Months Ended
                                                              September 30,
                                                            2000        1999
Revenues

Investment management fees                               $  71,079    $ 64,168
Mutual funds - ancillary fees                                7,649       7,814
Other income and fees                                        1,947       1,384
                                                         ---------    --------
   Total revenues                                           80,675      73,366
                                                         ---------    --------

Operating Expenses

Employment expenses                                         35,641      29,395
Other operating expenses                                    19,073      17,377
Depreciation and amortization of
  leasehold improvements                                       959       1,031
Amortization of goodwill and intangible assets               7,763       7,992
Amortization of deferred commissions                           134         339
                                                         ---------    --------
   Total operating expenses                                 63,570      56,134
                                                         ---------    --------

Operating Income                                            17,105      17,232
                                                         ---------    --------

Equity in Earnings of Unconsolidated Affiliates                245         359
                                                         ---------    --------

Nonrecurring Items                                          (2,700)     (5,900)
                                                         ---------    --------

Gain on Sale                                                 3,672
                                                         ---------    --------

Other Income (Expense) - Net                                   622        (120)
                                                         ---------    --------

Interest (Expense) Income - Net

Interest expense                                            (4,865)     (5,090)
Interest income                                                653         955
                                                         ---------    --------
   Total interest expense - net                             (4,212)     (4,135)
                                                         ---------    --------

Income to Minority Interest                                 (1,315)       (948)
                                                         ---------    --------

Income Before Income Taxes                                  13,417       6,488
Provision for income taxes                                   4,894       2,712
                                                         ---------    --------
Net Income                                               $   8,523    $  3,776
                                                         =========    ========


Weighted average shares outstanding
   Basic                                                    44,884      43,929
   Diluted                                                  55,793      54,031

Earnings per share
   Basic                                                 $     .19    $    .09
   Diluted                                               $     .16    $    .08




        The accompanying notes are an integral part of these statements.



                                       4
<PAGE>


               Phoenix Investment Partners, Ltd. and Subsidiaries
                        Consolidated Statements of Income
                      (in thousands, except per share data)

                                                              (Unaudited)
                                                           Nine Months Ended
                                                              September 30,
                                                            2000        1999
Revenues

Investment management fees                               $ 214,212    $182,258
Mutual funds - ancillary fees                               26,260      23,300
Other income and fees                                        5,204       3,772
                                                         ---------    --------
   Total revenues                                          245,676     209,330
                                                         ---------    --------

Operating Expenses

Employment expenses                                         99,296      85,167
Other operating expenses                                    56,444      48,601
Depreciation and amortization of
  leasehold improvements                                     2,970       2,875
Amortization of goodwill and intangible assets              23,636      22,297
Amortization of deferred commissions                           531       1,348
                                                         ---------    --------
   Total operating expenses                                182,877     160,288
                                                         ---------    --------

Operating Income                                            62,799      49,042
                                                         ---------    --------

Equity in Earnings of Unconsolidated Affiliates                362         825
                                                         ---------    --------

Nonrecurring Items                                           1,800      (5,900)
                                                         ---------    --------

Gain on Sale                                                12,544
                                                         ---------    --------

Other Income - Net                                           1,452         578
                                                         ---------    --------

Interest (Expense) Income - Net

Interest expense                                           (14,631)    (13,995)
Interest income                                              1,702       2,415
                                                         ---------    --------
   Total interest expense - net                            (12,929)    (11,580)
                                                         ---------    --------

Income to Minority Interest                                 (4,091)     (2,534)
                                                         ---------    --------

Income Before Income Taxes                                  61,937      30,431
Provision for income taxes                                  27,433      13,237
                                                         ---------    --------
Net Income                                               $  34,504    $ 17,194
                                                         =========    ========


Weighted average shares outstanding
   Basic                                                    44,476      43,810
   Diluted                                                  54,335      53,873

Earnings per share
   Basic                                                 $     .78         .39
   Diluted                                               $     .67         .36




        The accompanying notes are an integral part of these statements.



                                       5
<PAGE>


               Phoenix Investment Partners, Ltd. and Subsidiaries
                 Consolidated Condensed Statements of Cash Flows
                                 (in thousands)

                                                              (Unaudited)
                                                           Nine Months Ended
`                                                            September 30,
                                                            2000        1999

Cash Flows from Operating Activities:

  Net income                                             $ 34,504     $ 17,194
   Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization of
      leasehold improvements                                2,970        2,875
    Amortization of goodwill and intangible assets         23,636       22,297
    Amortization of deferred commissions                      531        1,348
    Income to minority interest                             4,091        2,534
    Compensation recognized under employee
      benefit plans                                         1,998        1,265
    Gain on sale                                          (12,544)
    Nonrecurring items                                      2,700        5,900
    Equity in earnings of unconsolidated
      affiliates, net of dividends                           (318)        (633)
    Changes in other operating assets                      (3,228)      (1,647)
    Changes in other operating liabilities                 (6,603)      (3,257)
                                                         --------     --------
   Net cash provided by operating activities               47,737       47,876
                                                         --------     --------

Cash Flows from Investing Activities:

  Purchase of subsidiaries, net of cash acquired          (59,191)    (138,551)
  Proceeds from sale of National-Oilwell, Inc.
    common stock                                           12,544
  Proceeds from sale of Cleveland operations                4,985
  Capital expenditures, net                                (3,737)      (4,375)
  (Purchase) sale of marketable securities, net              (333)      10,804
  Purchase of long-term investments                          (736)        (569)
  Proceeds from long-term investments                                      489
                                                         --------     --------
   Net cash used in investing activities                  (46,468)    (132,202)
                                                         --------     --------

Cash Flows from Financing Activities:

  Proceeds from borrowings, net                             8,733      109,358
  Dividends paid                                          (10,552)      (7,869)
  Distributions to minority interest                       (3,627)      (1,978)
  Stock repurchases                                          (284)      (2,723)
  Proceeds from issuance of stock                           5,817        2,362
  Other financing activities                                              (174)
                                                         ---------    --------
   Net cash provided by financing activities                   87       98,976
                                                         --------     --------

Net increase in cash and cash equivalents                   1,356       14,650
Cash and cash equivalents, beginning of period             42,203       29,298
                                                         --------     --------

   Cash and Cash Equivalents, End of Period              $ 43,559     $ 43,948
                                                         ========     ========


Supplemental Cash Flow Information:
   Interest paid                                         $ 13,669      $13,549
   Income taxes paid                                     $ 41,778      $27,347




        The accompanying notes are an integral part of these statements.



                                       6
<PAGE>


Phoenix Investment Partners, Ltd. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
--------------------------------------------------------------------------------

1. Basis of Presentation

   The  unaudited   consolidated  financial  statements  of  Phoenix  Investment
   Partners,  Ltd. and  Subsidiaries  (PXP or the Company)  included herein have
   been prepared in accordance with the  instructions to the Quarterly Report on
   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 the  Company's  Annual
   Report on Form 10-K for the year ended  December 31, 1999.  Reclassifications
   have been made, when necessary,  to conform the prior period  presentation to
   the current period presentation.

2. Pending Merger

   On September 10, 2000,  PXP entered into an agreement and plan of merger with
   its majority  stockholder PM Holdings,  Inc. and its parent Phoenix Home Life
   Mutual Insurance Company (PHL). Pursuant to the agreement,  PM Holdings, Inc.
   will acquire the remaining  outstanding shares of PXP not already owned by PM
   Holdings, Inc. for $15.75 per share, subject to approval by PXP shareholders.
   As of September 30, 2000 PHL held a 58% interest in PXP.

3. Acquisition Related Activity

   In  September  2000,  PXP, in  accordance  with the  original  terms of Roger
   Engemann & Associates,  Inc.'s (REA) Purchase and Sale Agreement, paid REA an
   additional  purchase  price  of $50  million,  based  upon  growth  in  REA's
   management fee revenues.  This additional purchase price was financed through
   borrowings from an existing credit facility and is included as a component of
   goodwill and intangible assets in  the Consolidated  Condensed  Statements of
   Financial Condition.

   On March 1, 1999,  PXP acquired the retail  mutual fund and  closed-end  fund
   businesses  of  the  New  York  City-based   Zweig  Fund  Group  (Zweig)  for
   consideration of approximately  $135 million.  The agreement  provides for an
   additional payout dependent upon revenue  growth of the purchased  businesses
   through December 31, 2001.

   The purchase price for Zweig represents the consideration paid and the direct
   costs  incurred by PXP related to the purchase.  The excess of purchase price
   over the fair value of acquired net tangible  assets of Zweig totaled  $136.4
   million.  Of this excess purchase price,  $77.2 million has been allocated to
   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 intangible
   assets is  approximately  12 years.  The remaining  excess  purchase price of
   $59.1 million has been  classified as goodwill and is being amortized over 40
   years using the straight-line  method.  Related  amortization of $7.1 million
   and  $5.7  million  has been  expensed  for the  year to date  periods  ended
   September 30, 2000 and 1999, respectively.



                                       7
<PAGE>


   The following  table  summarizes  the  calculation  and allocation of Zweig's
   purchase price (in thousands):

    Purchase price:

    Consideration paid                               $135,000
    Transaction costs                                   2,391
                                                     --------
      Total purchase price                           $137,391
                                                     ========

    Purchase price allocation:

    Fair value of acquired net assets                $  1,033
    Identified intangibles                             77,210
    Goodwill                                           59,148
                                                     --------
      Total purchase price allocation                $137,391
                                                     ========

4. Pro Forma Results

   The  Company's  financial  results for 2000 include the  operations of Zweig,
   while the first nine months of 1999 exclude the  operations  of Zweig for the
   period from January 1, 1999 through  February 28, 1999.  Management  believes
   that, for comparative  purposes,  the most meaningful financial  presentation
   for 1999 is on a pro forma basis.

   The following  financial  information for the nine months ended September 30,
   2000 reflects  actual results.  The pro forma  financial  information for the
   nine months ended September 30, 1999 is derived from the historical financial
   statements of PXP and Zweig,  and gives effect to the acquisition of Zweig by
   PXP assuming the  acquisition  was effected on January 1, 1999. The pro forma
   financial  information  does not necessarily  reflect the actual results that
   would  have  been   obtained  had  the   acquisition   taken  effect  on  the
   aforementioned assumed date.

                                                          Nine Months Ended
                                                            September 30,
                                                          2000        1999
                                                         Actual   Pro Forma
                                                            (in thousands,
                                                        except per share data)

    Revenues                                            $245,676   $216,014
                                                        --------   --------
    Employment expenses                                   99,296     87,631
    Other operating expenses                              59,945     54,135
    Amortization of goodwill and
      intangible assets                                   23,636     23,901
                                                         -------    -------
    Operating income                                      62,799     50,347
    Other income (expense) - net                          16,158     (4,497)
    Interest expense - net                               (12,929)   (12,864)
    Income to minority interest                           (4,091)    (2,534)
                                                         -------    -------
    Income before income taxes                            61,937     30,452
    Provision for income taxes                            27,433     13,246
                                                         -------    -------
    Net income                                           $34,504    $17,206
                                                         =======    =======

    Earnings per share

      Basic                                              $   .78    $   .39
      Diluted                                            $   .67    $   .36




                                       8
<PAGE>


5. Segment Information

   PXP has determined that its reportable segments are those based on the method
   used for internal  reporting,  which  disaggregates  the business by customer
   category.  The Company's reportable segments are its retail and institutional
   investment management lines of business. The retail line primarily serves the
   individual  investor  by acting as  advisor  to and,  in  certain  instances,
   distributor for open-end mutual funds and managed accounts. The institutional
   line provides management services primarily to corporate entities, closed-end
   funds,  structured finance products, and multi-employer  retirement funds, as
   well as endowment, insurance and other special purpose funds.

   The following tables summarize  pertinent financial  information  relative to
   the Company's  operations for the nine month periods ended September 30, 2000
   and 1999:

      September 30, 2000                           Insti-     All
                                         Retail  tutional    Other     Total
                                        --------  -------   -------  ---------
                                                   (in thousands)

     Revenues                           $157,286  $86,982   $ 1,408   $245,676
                                        --------  -------   -------   --------
     Employment and
      other operating expenses            96,815   59,713     2,713    159,241
     Amortization of goodwill
      and intangible assets               12,760   10,876               23,636
                                        --------  -------   -------   --------
     Operating income (loss)              47,711   16,393    (1,305)    62,799
     Other income - net                    4,512    1,045    10,601     16,158
     Interest expense                    (8,607)   (5,258)     (766)  (14,631)
     Interest income                         176      276     1,250      1,702
     Minority interest                             (4,091)             (4,091)
                                        --------  -------   -------   -------
     Income before income taxes         $ 43,792  $ 8,365   $ 9,780   $ 61,937
                                        ========  =======   =======   ========

                                                   (in millions)

     Assets under management            $ 29,116  $32,742   $  --     $ 61,858
                                        ========  =======   =======   ========


      September 30, 1999                          Insti-     All
                                         Retail  tutional    Other     Total
                                        --------  -------   -------  ---------
                                                  (in thousands)

     Revenues                           $132,035  $75,720   $ 1,575   $209,330
                                        --------  -------   -------   --------
     Employment and
      other operating expenses            85,644   50,422     1,925    137,991
     Amortization of goodwill
      and intangible assets               12,325    9,972               22,297
                                        --------  -------   -------   --------
     Operating income (loss)              34,066   15,326      (350)    49,042
     Other (expense) income - net        (5,973)      456     1,020    (4,497)
     Interest expense                    (6,967)   (3,534)   (3,494)  (13,995)
     Interest income                         559      186     1,670      2,415
     Minority interest                             (2,534)             (2,534)
                                        --------  -------   -------   -------
     Income (loss) before income taxes  $ 21,685  $ 9,900   $(1,154)  $ 30,431
                                        ========  =======   =======   ========

                                                   (in millions)

     Assets under management            $ 24,418  $33,627   $  --     $ 58,045
                                        ========  =======   =======   ========

   The "All Other" column represents corporate office revenue and expenses which
   are not directly attributable to a line of business.

   There are no intersegment  revenues.  Balance sheet asset information by line
   of business is not reported as the information is not produced internally and
   is not utilized in managing the business.



                                       9
<PAGE>


6. Long-term Debt

   At September 30, 2000 and December 31, 1999, PXP had  outstanding  borrowings
   of $200  million  under a $200 million  Credit  Agreement.  In  addition,  at
   September 30, 2000 and December 31 1999,  PXP had  outstanding  borrowings of
   $45 million and $35  million,  respectively,  under a separate  $175  million
   Credit Agreement.  Interest rates on both credit agreements are variable. The
   credit  agreements  require no principal  repayments  prior to maturity.  The
   Company's  majority  stockholder,  PHL, has guaranteed the  obligations,  for
   which it is paid a .10% guarantee fee on the outstanding balances.

7. Dividends and Other Capital Transactions

   On November 6, 2000,  the Company's  Board of Directors  declared a quarterly
   dividend of $.08 per common share payable  December 7, 2000, to  stockholders
   of record on November 24, 2000.  Interest on the 6% Convertible  Subordinated
   Debentures  for the period from  September 10, 2000 through  December 9, 2000
   will be payable on December 11, 2000 to registered holders as of November 20,
   2000.

8. Comprehensive Income

   The  components  of  comprehensive  income,  and related tax effects,  are as
   follows:

                                                               Tax
                                                            (Expense)     Net
                                              Before Tax     Benefit     of Tax
                                              ----------    --------    -------
    Three Months Ended September 30, 2000                (in thousands)

    Net income                                  $13,417     $ (4,894)   $ 8,523
                                                -------     --------    -------
    Other comprehensive income:
     Net unrealized appreciation on securities
      available-for-sale arising during period     130           (53)        77
      Less: reclassification adjustment for gains
      realized in net income                    (3,672)        1,505     (2,167)
                                                ------      --------    -------
    Total other comprehensive income            (3,542)        1,452     (2,090)
                                                ------      --------    -------

    Comprehensive income                        $9,875      $ (3,442)   $ 6,433
                                                ======      ========    =======


    Nine Months Ended September 30, 2000

    Net income                                  $61,937     $(27,433)   $34,504
                                                -------     --------    -------
    Other comprehensive income:
     Net unrealized appreciation on securities
      available-for-sale arising during period   8,644        (3,544)     5,100
      Less: reclassification adjustment for
      gains realized in net income             (12,544)        5,143     (7,401)
                                                -------     --------    -------
    Total other comprehensive income            (3,900)        1,599     (2,301)
                                                ------      --------    -------

    Comprehensive income                        $58,037     $(25,834)   $32,203
                                                =======     ========    =======





                                       10
<PAGE>


                                                               Tax
                                                            (Expense)     Net
                                              Before Tax     Benefit     of Tax
                                              ----------    --------    -------
    Three Months Ended September 30, 1999                (in thousands)

    Net income                                  $6,488      $ (2,712)   $ 3,776
                                                ------      --------    -------
    Other comprehensive income:
     Net unrealized appreciation on securities
      available-for-sale arising during period   1,463          (600)       863
                                                ------      --------    -------

    Comprehensive income                        $7,951      $ (3,312)   $ 4,639
                                                ======      ========    =======


    Nine Months Ended September 30, 1999

    Net income                                  $30,431     $(13,237)   $17,194
                                                -------     --------    -------
    Other comprehensive income:
     Net unrealized appreciation on securities
      available-for-sale arising during period   3,136        (1,286)     1,850
                                                ------      --------    -------

    Comprehensive income                        $33,567     $(14,523)   $19,044
                                                =======     ========    =======

9. Nonrecurring Items

   Legal Settlement

   In September  2000, PXP agreed to settle pending  litigation  between PXP and
   the  former  members  of  Associated  Surplus  Dealers,  as  outlined  in the
   Company's  1999 Annual  Report on Form 10-K,  for $2.7  million,  including a
   provision for attorneys  fees.  The terms of the final  settlement  are being
   negotiated.

   Insurance Recovery

   In the second quarter of 2000, PXP received a $4.5 million insurance recovery
   related to a $5.9 million loss recorded in the third  quarter of 1999,  which
   resulted from the Company's  decision to reimburse two mutual fund investment
   portfolios which had inadvertently sustained losses.

   Sale of Cleveland Operations

   On June 30, 2000,  PXP sold its  Cleveland-based  operations of Duff & Phelps
   Investment  Management Co. (DPIM), which managed and serviced $3.3 billion of
   advisory assets,  to a local  management  group. PXP received cash and a note
   receivable  totaling $8.3 million.  Additional  consideration may be received
   based upon future revenue run rates.  The transaction,  as recorded,  did not
   have a  material  impact on the  Company's  pre-tax  results  of  operations.
   However,  due to the inclusion of $8.5 million of non-deductible  goodwill in
   the basis of the Cleveland  operations,  the Company  recorded a $3.4 million
   tax expense.



                                       11
<PAGE>


10. Gain on Sale

   On March 3, 2000,  PXP sold 188,260  shares of  National-Oilwell,  Inc. (NOI)
   common  stock,  included in marketable  securities at December 31, 1999,  for
   $251/2 per share,  realizing a gain of $4.8 million in the first quarter.  In
   addition,  on March 2, 2000, DPI Oil Service, LP (DPI), an affiliated limited
   partnership  in which PXP holds an interest,  sold a portion of its shares of
   NOI. The Company's proportionate share of the proceeds from the sale was $1.1
   million,  resulting  in a total  first  quarter  gain to PXP of $5.9  million
   relating to the sale of NOI shares.

   On March 13, 2000, DPI distributed its remaining  shares of NOI common stock.
   As a result of this distribution, PXP received 354,134 shares of NOI.

   On June 16, 2000 PXP sold  100,000  shares of NOI common stock for $30.05 per
   share,  realizing  a gain of $3.0  million.  On August 7,  2000,  PXP sold an
   additional  100,000  shares of NOI common stock at an average price of $36.72
   per share,  realizing a gain of $3.7  million.  As of September  30, 2000 the
   Company  held  154,134  shares of  NOI,  which  are  included  in  marketable
   securities.

11. Earnings Per Share

   Earnings  per share  (EPS) is  calculated  in  accordance  with SFAS No. 128,
   "Earnings per Share." Basic EPS is computed by dividing  income  available to
   common   stockholders  by  the  weighted  average  number  of  common  shares
   outstanding  for the  period.  The  computation  of diluted EPS is similar to
   basic EPS,  except that the denominator is increased to include the number of
   additional  common  shares that would have been  outstanding  if  potentially
   dilutive  common  shares had been issued,  and the numerator is increased for
   any  related  net income  effect.  Potentially  dilutive  shares are based on
   outstanding stock options and convertible securities.

   The following  tables  reconcile the  Company's  basic  earnings per share to
   diluted earnings per share:

                                                                 Per-Share
                                         Income       Shares      Amount
                                           (in thousands)

    For the Three Months Ended September 30, 2000

    Basic EPS
    Income available to common
      stockholders                      $ 8,523       44,884      $  .19
                                                                  ======

    Effect of Dilutive Securities

    Stock options                                      2,198
    6% convertible debentures               657        8,711
                                        -------       ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 9,180       55,793      $  .16
                                        =======       ======      ======




                                       12
<PAGE>


                                                                Per-Share
                                         Income       Shares      Amount
                                           (in thousands)

    For the Nine Months Ended September 30, 2000

    Basic EPS
    Income available to common
      stockholders                      $ 34,504      44,476      $  .78
                                                                  ======

    Effect of Dilutive Securities

    Stock options                                      1,148
    6% convertible debentures             2,005        8,711
                                        -------       ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 36,509      54,335      $  .67
                                        ========      ======      ======


    For the Three Months Ended September 30, 1999

    Basic EPS
    Income available to common
      stockholders                      $ 3,776       43,929      $  .09
                                                                  ======

    Effect of Dilutive Securities

    Stock options                                        603
    6% convertible debentures               681        9,499
                                        -------       ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 4,457       54,031      $  .08
                                        =======       ======      ======


    For the Nine Months Ended September 30, 1999

    Basic EPS
    Income available to common
      stockholders                      $ 17,194      43,810      $  .39
                                                                  ======

    Effect of Dilutive Securities

    Stock options                                        564
    6% convertible debentures             2,022        9,499
                                        -------       ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 19,216      53,873      $  .36
                                        ========      ======      ======






                                       13
<PAGE>


               Phoenix Investment Partners, Ltd. and Subsidiaries

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

BUSINESS DESCRIPTION

Phoenix Investment Partners,  Ltd. and subsidiaries (PXP or the Company) provide
a variety of financial services to a broad base of institutional,  corporate and
individual clients.

PXP  currently  operates  two  lines  of  business:   retail  and  institutional
investment   management.   The  retail  line  of  business  provides  investment
management   services  to  individuals  on  a  discretionary   basis  (including
administrative  services) with products  consisting of open-end mutual funds and
managed  accounts.   Managed  accounts  include   broker-dealer   sponsored  and
distributed wrap programs and individually  managed account investment  services
(private client), both of which are offered to high net-worth  individuals.  The
institutional  line of business  provides  discretionary  and  non-discretionary
investment  management  services  primarily  to corporate  entities,  closed-end
funds, structured finance products, and multi-employer retirement funds, as well
as endowment, insurance, and other special purpose funds.

The following table summarizes  operating revenues,  income before income taxes,
and assets under  management  by line of business as of, and for the nine months
ended, September 30, 2000 and 1999:

                                       Income Before      Assets Under
                       Revenues        Income Taxes        Management
                  -----------------  -----------------  ----------------
                    2000      1999     2000      1999      2000      1999
                    ----      ----     ----      ----      ----      ----
                    (in thousands)     (in thousands)     (in millions)

Retail            $157,286  $132,035 $ 43,792  $ 21,685  $ 29,116  $ 24,418
Institutional       86,982    75,720    8,365     9,900    32,742    33,627
All other  *         1,408     1,575    9,780    (1,154)
                  --------   ------- --------   -------  --------  --------
Total             $245,676  $209,330 $ 61,937  $ 30,431  $ 61,858  $ 58,045
                  ========  ======== ========  ========  ========  ========

*  - "All other" represents corporate office revenue and expenses, which are not
   attributed directly to either line of business.



                                       14
<PAGE>


RESULTS OF OPERATIONS

Assets Under Management

At September  30, 2000,  PXP had $61.9  billion of assets  under  management,  a
decrease of $2.7 billion from December 31, 1999, and an increase of $3.8 billion
from September 30, 1999. The decrease from December 31, 1999 is principally  the
result of a reduction of $3.3 billion from the sale of Duff & Phelp's Investment
Management Co.'s (DPIM) Cleveland operations in June 2000 and net asset outflows
of $.8  billion,  offset by $1.2 billion of positive  performance.  The increase
from  September 30, 1999 is  principally  the result of $7.8 billion of positive
investment performance, offset, in part, by $3.3 billion from the sale of DPIM's
Cleveland  operations,  as well as net asset outflows of $.4 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.

                                September 30, June 30, December 31,September 30,
                                     2000       2000       1999        1999
                                   -------    --------   --------    --------
                                                 (in millions)

Retail:

 Open-end Mutual Funds             $17,605    $ 17,561   $ 18,073    $ 15,911
 Managed Accounts  *                11,511      11,470     10,370       8,507
                                   -------    --------   --------    --------
                                    29,116      29,031     28,443      24,418
                                   -------    --------   --------    --------

Institutional:

 Institutional Accounts **          16,218      15,933     20,514      18,327
 Structured Finance Products ***     1,886       1,673      1,276       1,196
 Closed-end Funds                    4,837       4,545      4,596       4,566
 PHL General Account and
  Other PHL Related                  9,801       9,650      9,772       9,538
                                   -------    --------   --------    --------
                                    32,742      31,801     36,158      33,627
                                   -------    --------   --------    --------

                                   $61,858    $ 60,832   $ 64,601    $ 58,045
                                   =======    ========   ========    ========


*    Managed Accounts represent broker-dealer sponsored and distributed wrap fee
     programs and  individually  managed account  investment  services,  both of
     which are offered to high net-worth individuals.
**   Institutional Accounts include 100% of the assets managed by Seneca Capital
     Management.
***  Structured Finance Products consist of debt and equity securities backed by
     an actively managed portfolio of equity or fixed income securities.



Three  Months  Ended  September  30,  2000  Compared  with  Three  Months  Ended
September 30, 1999 - Historical

Revenues  for the  three  months  ended  September  30,  2000 of  $80.7  million
increased  $7.3  million  (10%) from $73.4  million for the same period in 1999.
Revenues  for the retail and  institutional  lines of  business  increased  $6.0
million and $1.5 million, respectively.



                                       15
<PAGE>


Investment management fees of $71.1 million for the three months ended September
30, 2000  increased $6.9 million (11%) as compared to $64.2 million for the same
period in 1999.  Management fees earned by the retail line of business increased
$6.2  million  due to an  increase  of $4.5  billion  in  average  assets  under
management.  Management  fees  earned  by the  institutional  line  of  business
increased  $.7  million  primarily  due to  increases  in average  assets  under
management of $.5 billion and $3.4 billion for structured  finance  products and
at Seneca,  respectively,  offset,  in part, by a $5.7 billion decrease in other
institutional  assets under management,  of which  approximately $3.3 billion is
the result of the sale of DPIM's Cleveland operations in June 2000. The increase
in average assets managed, excluding Cleveland, since September 30, 1999 in each
line of business is primarily due to investment  performance.  In addition,  the
retail line of business  experienced  net asset inflows for managed  accounts of
$2.0 billion  since  September  30, 1999,  offset by net asset  outflows of $1.3
billion from other retail products,  primarily mutual funds.  Excluding the sale
of DPIM's Cleveland  operations,  the institutional line of business experienced
$1.2 billion of net asset outflows,  comprised principally of net asset outflows
of $3.6 billion from DPIM, partially offset by net asset inflows of $1.4 billion
from Seneca and $.6 billion from structured finance products.

Mutual funds - ancillary  fees,  a component of the retail line of business,  of
$7.6 million for the three  months  ended  September  30,  2000,  decreased  $.2
million  (2%) as  compared  to  $7.8  million  for  the  same  period  in  1999.
Administrative  fees decreased  $1.7 million  partially as a result of a vote by
the Board of  Trustees  of the  Phoenix-Engemann  Funds,  which  eliminated  the
administrative fee effective July 1, 2000, and whereby those funds going forward
are  reimbursing   PXP  for  charges  that  were   previously   covered  by  the
administrative fee (e.g.:  shareholder service agent fees, fund accounting fees,
printing,  etc.).  Net distributor  fees increased $.7 million as a result of an
increase in average assets managed,  principally in the Phoenix-Engemann  Funds.
Fund  accounting  fees earned on  open-end  mutual  funds and Phoenix  Home Life
Mutual Insurance Company (PHL) sponsored variable products increased $.7 million
primarily as a result of an increase in average assets under  management as well
as reimbursement by the Phoenix-Engemann Funds.

Other income and fees of $1.9 million for the three months ended  September  30,
2000 increased $.6 million (41%) as compared to $1.4 million for the same period
in 1999. A $1.1 million increase in commission  income was offset, in part, by a
$.1 million decrease in the net fees earned  administering  the Zweig closed-end
funds and a $.2 million decrease due to the expiration of a name use fee.

Operating  expenses  for the three  months  ended  September  30,  2000 of $63.6
million  increased  $7.4 million (13%) from $56.1 million for the same period in
1999,  of which  $3.5  million  and  $4.0  million  related  to the  retail  and
institutional lines of business, respectively.

Employment  expenses of $35.6  million for the three months ended  September 30,
2000  increased  $6.2  million  (21%) as compared to $29.4  million for the same
period in 1999. Incentive  compensation increased by $3.7 million, of which $2.5
million is from certain  subsidiaries  that, in accordance with their respective
operating  agreements,   receive  increased  compensation  directly  related  to
increases  in their  revenues or earnings.  The addition of sales and  marketing
positions  in both the retail and  institutional  lines of business in the third
quarter of 2000 increased  compensation expense by $2.6 million.  Profit sharing
expense  increased  by $1.1  million.  Additionally,  the third  quarter of 1999
included $1.1 million of one-time  severance  costs,  which were the result of a
re-organization  of the  institutional  line of  business.  An  increase in base
compensation  expense,  primarily the result of annual salary  adjustments,  was
offset, in part, by certain other employment expense reductions.

Other  operating  expenses of $19.1 million for the three months ended September
30, 2000  increased $1.7 million (10%) as compared to $17.4 million for the same
period in 1999.  An increase in outside  services of $1.2 million was  primarily
the result of the increased use of consultants for various Company  initiatives.
Professional fees increased $.4 million as a result of various legal matters.

Depreciation  and  amortization of leasehold  improvements  was $1.0 million for
both of the three month periods ended September 30, 2000 and 1999.


                                       16
<PAGE>



Amortization  of goodwill  and  intangible  assets of $7.8 million for the three
months ended  September 30, 2000  decreased $.2 million (3%) as compared to $8.0
million for the same period in 1999 as a result of the sale of DPIM's  Cleveland
operations  in June 2000  offset,  in part,  by other  increases  in  intangible
amortization.

Amortization  of  deferred  commissions,  a  component  of the  retail  line  of
business, of $.1 million for the three months ended September 30, 2000 decreased
$.2  million  (60%) as  compared to $.3 million for the same period in 1999 as a
result of a decrease in Roger Engemann & Associates  (REA) deferred  commissions
asset established prior to February 1, 1998, which continues to be amortized.

Operating  income of $17.1 million for the three months ended September 30, 2000
decreased  $.1 million (1%) as compared to $17.2  million for the same period in
1999 as a result of the changes discussed above.

Equity in earnings  of  unconsolidated  affiliates  of $.2 million for the three
months ended  September 30, 2000  decreased $.1 million (32%) as compared to $.4
million  for the same period in 1999 due to a net  decrease  in equity  earnings
from certain PXP limited partnership investments.

In September 2000 a nonrecurring item of $2.7 million resulted from an agreement
to settle  pending  litigation  with the former  members of  Associated  Surplus
Dealers.  The 1999 item resulted  from the  Company's  decision to reimburse two
mutual fund investment  portfolios which had inadvertently  sustained losses, of
which $4.5 million was recovered in the second quarter of 2000.

Gain on sale of $3.7 million is the result of the sale of an additional  100,000
shares of  National-Oilwell,  Inc. (NOI) common stock, which were distributed to
PXP in March 2000 from a joint venture investment.

Other income - net of $.6 million for the three months ended  September 30, 2000
increased  $.7 million as compared to other  expense of $.1 million for the same
period in 1999, of which $.4 million is due to an increase in  unrealized  gains
on marketable securities.

Interest  expense - net of $4.2 million for the three months ended September 30,
2000  increased $.1 million (2%) as compared to $4.1 million for the same period
in 1999. A $70 million decrease in the average outstanding balance on the credit
facilities  offset,  in part,  by a 1.0%  increase in the average  interest rate
charged on borrowings,  decreased interest expense by $.2 million. The repayment
of an interest-bearing  promissory note in the fourth quarter of 1999, decreased
interest  income by $.2 million in the third  quarter of 2000 as compared to the
same quarter in 1999.

Income to minority interest of $1.3 million and $.9 million for the three months
ended  September  30,  2000 and  1999,  respectively,  represents  the  minority
shareholders'  interest  in the  equity  earnings  of  Seneca,  which  is  fully
consolidated in the Company's financial statements.

Net  income  for the three  months  ended  September  30,  2000 of $8.5  million
reflects  an  increase of $4.7  million  (126%) from $3.8  million for the third
quarter of 1999,  resulting from the changes  discussed above. The effective tax
rate of 36.5% for the three months ended  September 30, 2000 decreased 5.3% from
41.8% for the same period in 1999 due to the effect of certain  provision to tax
return items.

Nine  Months  Ended  September  30,  2000   Compared  with  Nine   Months  Ended
September 30, 1999 - Historical

Revenues for the nine months ended September 30, 2000 of $245.7  million,  which
includes  $20.1  million for Zweig,  increased  $36.3  million (17%) from $209.3
million for the same period in 1999,  which  includes  $20.1  million for Zweig.
Revenues  for the retail and  institutional  lines of business  increased  $25.3
million and $11.3 million, respectively.


                                       17
<PAGE>



Investment management fees of $214.2 million for the nine months ended September
30, 2000, which includes $17.2 million for Zweig,  increased $32.0 million (18%)
as compared to $182.3 million for the same period in 1999,  which includes $17.5
million for Zweig.  Excluding  Zweig,  management  fees earned by the retail and
institutional  lines of  business  increased  $23.9  million  and $8.4  million,
respectively,  due to increases of $5.2 billion and $1.0 billion,  respectively,
in average  assets  under  management.  The overall  increase in average  assets
managed  since  September  30, 1999 in each line of business is primarily due to
investment performance. In addition, the retail line of business experienced net
asset  inflows for managed  accounts of $2.0 billion  since  September  30, 1999
offset by net  asset  outflows  of $1.3  billion  from  other  retail  products,
primarily mutual funds.  Excluding the sale of DPIM's Cleveland operations,  the
institutional  line of business  experienced $1.2 billion of net asset outflows,
comprised principally of net asset outflows of $3.6 billion from DPIM, partially
offset by net asset  inflows of $1.4  billion  from Seneca and $.6 billion  from
structured finance products.

Mutual funds - ancillary  fees,  a component of the retail line of business,  of
$26.3 million for the nine months ended September 30, 2000,  which includes $1.7
million for Zweig, increased $3.0 million (13%) as compared to $23.3 million for
the same period in 1999,  which  includes $.9 million for Zweig.  Administrative
fees  decreased  $1.2  million  primarily  as a result of a vote by the Board of
Trustees of the Phoenix-Engemann  Funds, which eliminated the administrative fee
effective  July 1, 2000,  and whereby  these funds now reimburse PXP for charges
that were  previously  covered  by the  administrative  fee  (e.g.:  shareholder
service agent fees, fund accounting fees, printing,  etc.) offset by an increase
in average assets of the  Phoenix-Engemann  Funds during the first six months of
2000. Net distributor  fees increased $1.6 million as a result of an increase in
average  assets  managed,   principally  in  the  Phoenix-Engemann  Funds.  Fund
accounting  fees  earned on open-end  mutual  funds and PHL  sponsored  variable
products  increased $.9 million  primarily as a result of an increase in average
assets under management as well as reimbursement by the Phoenix-Engemann  Funds.
Shareholder  service agent fees increased $.5 million as a result of a change in
the fee  structure,  which took effect in April 1999, and  reimbursement  by the
Phoenix-Engemann Funds beginning July 1, 2000.

Other income and fees of $5.2 million for the nine months  ended  September  30,
2000,  which  includes $1.3 million for Zweig,  increased  $1.4 million (38%) as
compared  to $3.8  million  for the same  period in 1999,  which  includes  $1.7
million for Zweig, primarily due to an increase in commission income.

Operating  expenses  for the nine  months  ended  September  30,  2000 of $182.9
million,  which includes $15.9 million for Zweig,  increased $22.6 million (14%)
from $160.3  million for the same period in 1999,  which  includes $18.3 million
for Zweig. Operating expenses for the retail and institutional lines of business
increased $11.6 million and $10.2 million, respectively.

Employment  expenses of $99.3  million for the nine months ended  September  30,
2000,  which includes $2.4 million for Zweig,  increased  $14.1 million (17%) as
compared  to $85.2  million  for the same period in 1999,  which  includes  $6.6
million for Zweig.  Incentive  compensation increased by $12.4 million, of which
$9.1  million  is from  certain  subsidiaries  that,  in  accordance  with their
operating  agreements,   receive  increased  compensation  directly  related  to
increases  in their  revenues or  earnings.  Other sales and  performance  based
incentive  compensation  increased  $3.3  million.  The  addition  of sales  and
marketing  positions in both the retail and  institutional  lines of business in
the third quarter of 2000 increased compensation expense by $2.6 million. Profit
sharing   expense   increased  by  $1.7   million.   Amortization   of  unearned
compensation,  related to the issuance of  restricted  stock  grants,  increased
employment  expense by $1.0 million.  Savings  resulting from the closing of the
equity  department in Hartford in April 1999  decreased  employment  expenses by
$1.4 million for the nine months ended  September  30, 2000. An increase in base
compensation  expense,  primarily as a result of annual salary adjustments,  was
offset, in part, by certain other employment expense reductions.



                                       18
<PAGE>


Other  operating  expenses of $56.4 million for the nine months ended  September
30, 2000, which includes $5.8 million for Zweig, increased $7.8 million (16%) as
compared  to $48.6  million  for the same period in 1999,  which  includes  $5.6
million for Zweig.  Rent expense increased $1.0 million due to a one-time charge
related  to a DPIM  sublease  transaction  during  the  second  quarter of 2000.
Commissions  and finders fees  increased  $1.0  million due to increased  sales.
Professional  fees  increased $1.0 million as a result of various legal matters.
Expenses  related to open-end  mutual funds,  for which PXP is reimbursed by the
funds, increased $.7 million. An increase in outside services of $1.4 million, a
result of the increased use of consultants for various Company initiatives,  was
offset,  in part,  by a $.4 million  decrease in  computer  services,  primarily
resulting from the completion of the Company's Year 2000 project and a decreased
reliance on PHL's mainframe systems. An increase of $.7 million resulted from an
increase in broker/dealer meeting expenses.  Various other less significant year
over year variances increased other operating expenses by $2.2 million.

Depreciation and amortization of leasehold  improvements of $3.0 million for the
nine months  ended  September  30, 2000,  which  includes $.5 million for Zweig,
remained  relatively  constant  from $2.9  million  for the same period in 1999,
which includes $.4 million for Zweig.

Amortization  of goodwill and  intangible  assets of $23.6  million for the nine
months ended September 30, 2000 increased $1.3 million (6%) as compared to $22.3
million for the same period in 1999 as a result of the Zweig purchase, which was
completed  on March 1, 1999  offset,  in part,  by the sale of DPIM's  Cleveland
operations in June 2000.

Amortization  of  deferred  commissions,  a  component  of the  retail  line  of
business,  of $.5 million for the nine months ended September 30, 2000 decreased
$.8 million  (61%) as compared to $1.3  million for the same period in 1999 as a
result of a decrease in REA's deferred  commissions  asset  established prior to
February 1, 1998, which continues to be amortized.

Operating  income of $62.8 million for the nine months ended  September 30, 2000
increased  $13.8  million (28%) as compared to $49.0 million for the same period
in 1999 as a result of the changes discussed above.

Equity in  earnings  of  unconsolidated  affiliates  of $.4 million for the nine
months ended  September 30, 2000  decreased $.5 million (56%) as compared to $.8
million for the same period in 1999  primarily  due to a net  decrease in equity
earnings from certain PXP limited partnership investments.

In September 2000 a nonrecurring item of $2.7 million resulted from an agreement
to settle  pending  litigation  with the former  members of  Associated  Surplus
Dealers.  In the second quarter of 2000,  PXP received a $4.5 million  insurance
recovery  related to the  Company's  decision to  reimburse  $5.9 million to two
mutual fund investment portfolios,  which had inadvertently  sustained losses in
the third quarter of 1999.

Gain on sale of $12.5 million  is the  result of  the sale of NOI  common  stock
either  directly or through an entity in which PXP has a partnership interest.

Other income - net of $1.5 million for the nine months ended  September 30, 2000
increased  $.9 million  (151%) as compared to $.6 million for the same period in
1999, of which $.4 million is the result of an increase in  unrealized  gains on
investments in marketable securities.

Interest  expense - net of $12.9 million for the nine months ended September 30,
2000  increased  $1.3  million  (12%) as compared to $11.6  million for the same
period  in 1999 of which  $.7  million  is due to  additional  interest  charges
resulting from the financing of the Zweig acquisition and a 1.0% increase in the
average  interest rate charged on borrowings  offset,  in part, by a $25 million
reduction in the average  outstanding  balance  since  September  30, 1999.  The
repayment of an interest-bearing  promissory note in the fourth quarter of 1999,
decreased interest income by $.7 million in 2000.

Income to minority interest of $4.1 million and $2.5 million for the nine months
ended  September  30,  2000 and  1999,  respectively,  represents  the  minority
shareholders'  interest  in the  equity  earnings  of  Seneca,  which  is  fully
consolidated in the Company's financial statements.



                                       19
<PAGE>


Net  income  for the nine  months  ended  September  30,  2000 of $34.5  million
reflects an increase of $17.3  million from $17.2 million for the same period in
1999,  resulting  primarily from the changes  discussed above. The effective tax
rate of 44.3% for the nine months ended  September  30, 2000  increased .8% from
43.5% for the same period in 1999.  This increase is primarily the result of the
sale of the DPIM's Cleveland operations in June 2000, for which there was a $3.4
million tax expense resulting from related goodwill included in the basis of the
disposed  operations  offset, in part, by the effect of certain provision to tax
return  items.  A  tax  liability,  related  to a  portfolio-loss  reimbursement
recorded  in the third  quarter of 1999,  was  released as a result of a related
insurance recovery in June 2000, which also decreased the effective tax rate for
the nine months ended September 30, 2000.

Nine  Months   Ended  September  30,  2000   Compared  with  Nine  Months  Ended
September 30, 1999 - Pro Forma (see Note 4)

Except for the items  noted  below,  the  variances  for the nine  months  ended
September  30,  2000  compared  to  the  same  pro  forma  period  in  1999  are
substantially the same as historical.

Investment management fees of $214.2 million for the nine months ended September
30, 2000  increased  $26.4  million  (14%) from $187.8  million for the same pro
forma period in 1999. In addition to the historical variances noted above, Zweig
investment  management fees decreased $5.9 million due to a $.7 billion decrease
in average assets under management resulting primarily from net asset outflows.

Net  income of $34.5  million  for the nine  months  ended  September  30,  2000
increased  $17.3  million as  compared  to $17.2  million for the same pro forma
period in 1999,  resulting from the changes  discussed  above. The effective tax
rate increased to 44.3% for the nine months ended  September 30, 2000 from 43.6%
for the same pro forma period in 1999,  resulting  entirely from the  historical
variances noted above.

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,  as of October 31, 2000,  includes 45.9
million shares of common stock  outstanding  and $69.9 million of 6% Convertible
Subordinated  Debentures  with a principal  value of $25.00 per  debenture.  The
current  dividend  rate on common  stock is $.08 per share per  quarter.  If the
dividend  rate remains  constant for 2000,  the total annual  dividend on common
stock would be $14.7 million based upon shares  outstanding at October 31, 2000.
The total  annual  interest  expense on the  debentures  based  upon  debentures
outstanding  at October  31,  2000,  at an  interest  rate of 6%,  would be $4.2
million.

The Company has two five-year credit facilities,  totaling $375 million, with no
required principal  repayments prior to maturity ($200 million matures in August
2002 and $175 million matures in March 2004). The outstanding  obligations under
the credit  facilities  at September  30, 2000 were $245 million with an average
interest rate of approximately 7.0%. The credit agreements contain 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, 2000, the Company was in
compliance with all covenants  contained in the credit  agreements.  The Company
believes  that funds from  operations  and  amounts  available  under the credit
facility will provide adequate liquidity for the foreseeable future.


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<PAGE>



The Company has  commitments  with  unrelated  third  parties  whereby the third
parties  fund  commissions  paid by the  Company  upon the sale of Class B share
mutual funds. The commitments, which were to have expired on September 30, 2000,
were  extended.  Management  expects to enter into similar  financing  effective
after  December 1, 2000.  However,  if the Company is not successful in securing
refinancing,  it will be necessary  to fund these  commissions  using  operating
cashflows.

The Company  secured two letters of credit,  totaling $4.2 million with the Bank
of  Montreal  in June 2000,  which will expire on  November  30,  2000.  PHL has
guaranteed these lines of credit for which PXP will pay a guarantee fee.

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

MARKET RISK

The Company is exposed to the impact of interest rate changes and changes in the
market value of its investments  and assets  managed.  The Company does not have
any derivative investments and has no exposure to foreign currency fluctuations.

The  Company's  exposure to changes in interest  rates is limited to  borrowings
under two five-year credit  agreements,  which have variable interest rates. The
average interest rate on the credit  agreements in the first nine months of 2000
and for all of 1999 was approximately 6.9% and 6.0%, respectively.  In addition,
the Company has Convertible  Subordinated  Debentures bearing interest at 6%. At
September 30, 2000, the Company estimated that the fair value of the Convertible
Subordinated Debentures approximated market value.

The Company  invests  excess cash in  marketable  securities,  which  consist of
mutual fund  investments,  of which the Company is the advisor,  publicly traded
securities, and U.S. Government obligations. The fair value of these investments
approximated market value at September 30, 2000.

The  Company's  revenues  are largely  driven by the market  value of its assets
under  management and therefore the Company is exposed to fluctuations in market
prices.  Management  fees earned on managed  accounts and certain  institutional
accounts  (approximately  35% of total assets under  management),  for any given
quarter,  are based on the market value of the  portfolio on the last day of the
preceding  quarter.  Any significant  increase or decline in the market value of
assets  managed  on the last day of a quarter  would  result in a  corresponding
increase or decrease in revenues for the following three months.

CAUTIONARY STATEMENT UNDER SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934

This quarterly report contains forward-looking statements that involve risks and
uncertainties,  including,  but not limited  to, the  following:  The  Company's
performance is highly dependent on the amount of assets under management,  which
may decrease for a variety of reasons  including  changes in interest  rates and
adverse  economic  conditions;  the Company's  performance  is very sensitive to
changes in interest rates, which may increase from current levels; the Company's
performance  is  affected  by the demand for and the  market  acceptance  of the
Company's products and services; the Company's business is extremely competitive
with several  competitors being substantially  larger than the Company;  and the
Company's performance may be impacted by changes in the performance of financial
markets and general economic conditions.  Accordingly, actual results may differ
materially from those set forth in the forward-looking statements.  Attention is
also directed to other risk factors set forth in documents  filed by the Company
with the Securities and Exchange Commission.



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<PAGE>


PART II. Other Information

 Item 1. Legal Proceedings

         With regard to the  litigation  between  PXP and the former  members of
         Associated  Surplus  Dealers,  as outlined in the Company's 1999 Annual
         Report  on Form  10-K,  a  settlement  of  $2.7  million,  including  a
         provision for attorneys fees, was agreed upon in September 2000.

         The arbitration  between PXP and its former president,  as described in
         the  Company's  1999 Annual Report on Form 10-K,  has been  tentatively
         scheduled for a hearing in January 2001.

         On July 25, 2000, five separate class action lawsuits were filed in the
         Delaware Chancery Court against PXP, Phoenix Home Life Mutual Insurance
         Company  (Phoenix Home Life) and each of the Directors of PXP,  seeking
         to enjoin the consummation of the proposed  acquisition by Phoenix Home
         Life of the  outstanding  common  stock  of PXP not  already  owned  by
         Phoenix Home Life.

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

         None.

 Item 6. Exhibits and Reports on Form 8-K

         A Current Report on Form 8-K was filed on August 8, 2000  describing an
         offer by Phoenix Home Life Mutual Insurance Company (Phoenix Home Life)
         to purchase the  remaining  outstanding  shares of the  Registrant  not
         already owned by Phoenix Home Life for $12.50 per share.

         A Current Report on Form 8-K was filed on September 13, 2000 describing
         a definitive Agreement and Plan of Merger entered into on September 10,
         2000  with  Phoenix  Home Life and  Phoenix  Home  Life's  wholly-owned
         subsidiary PM Holdings,  Inc.,  whereby PM Holdings,  Inc. will acquire
         the remaining outstanding shares of the Registrant not already owned by
         PM Holdings, Inc.for $15.75 per share, subject to shareholder approval.



                                       22
<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 Investment Partners, Ltd.




November 13, 2000                   /s/ Philip R. McLoughlin
                                    ------------------------------
                                    Philip R. McLoughlin, Chairman and
                                    Chief Executive Officer

November 13, 2000                   /s/ William R. Moyer
                                    ------------------------------
                                    William R. Moyer, Chief Financial Officer






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