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 March 31, 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 April 28, 2000, the registrant had 44,269,184 shares of $.01 par value common
stock outstanding.


<PAGE>


                     PHOENIX INVESTMENT PARTNERS, LTD. AND SUBSIDIARIES

                          Quarter Ended March 31, 2000

                                      Index

PART I -   FINANCIAL INFORMATION:

                                                                       Page

  Item 1.  Consolidated Financial Statements:

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

           Consolidated Statements of Income........................    4
              Three Months Ended March 31, 2000 and
              Three Months Ended March 31, 1999

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

           Notes to Consolidated Financial Statements...............    6


  Item 2.  Management's Discussion and Analysis of:

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

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

           Market Risk..............................................   17

           Cautionary Statement under Section 21E of the Securities
              Exchange Act of 1934..................................   17


PART II -  OTHER INFORMATION:

  Item 1.  Legal Proceedings........................................   18

  Item 4.  Submission of Matters to a Vote of Security Holders......   18

  Item 6.  Exhibits and Reports on Form 8-K.........................   18

  Signatures........................................................   19




                                       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)
                                                         March 31,  December 31,
                                                            2000        1999

Assets

Current Assets

 Cash and cash equivalents                               $  33,806    $ 42,203
 Marketable securities, at market                           16,056       7,941
 Accounts receivable                                        47,190      45,658
 Prepaid expenses and other current assets                   3,260       3,487
                                                         ---------    --------
   Total current assets                                    100,312      99,289

 Deferred commissions                                          996       1,219
 Furniture, equipment and leasehold improvements, net       12,250      12,475
 Goodwill and intangible assets, net                       548,731     556,534
 Long-term investments and other assets                      6,215      12,169
                                                         ---------    --------
   Total assets                                          $ 668,504    $681,686
                                                         =========    ========

Liabilities and Stockholders' Equity

Current Liabilities

 Accounts payable and other accrued liabilities          $  45,483    $ 45,987
 Payables to related parties                                 4,438       4,749
 Broker-dealer payable                                      11,981      13,197
 Current portion of long-term debt                           1,045         964
                                                         ---------    --------
   Total current liabilities                                62,947      64,897

Deferred taxes, net                                         46,000      45,656
Long-term debt, net of current portion                         422         754
Convertible subordinated debentures                         76,364      76,364
Credit facilities                                          215,000     235,000
Lease obligations and other long-term liabilities            3,288       3,759
                                                         ---------    --------
   Total liabilities                                       404,021     426,430
                                                         ---------    --------

Minority Interest                                            1,896       4,255
                                                         ---------    --------

Stockholders' Equity

Common stock, $.01 par value, 100,000,000 shares
 authorized, 46,261,583 and 45,760,201 shares issued,
 and 44,226,684 and 43,760,201 shares outstanding              463         458
Additional paid-in capital                                 203,652     200,410
Retained earnings                                           70,458      60,737
Unrealized gains on securities available-for-sale            6,359       5,143
Unearned compensation on restricted stock                   (3,343)     (1,029)
Treasury stock, at cost, 2,034,899 and 2,000,000 shares    (15,002)    (14,718)
                                                         ---------    --------
   Total stockholders' equity                              262,587     251,001
                                                         ---------    --------
   Total liabilities and stockholders' equity            $ 668,504    $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 March 31,
                                                            2000        1999
Revenues

Investment management fees                               $  70,790    $ 55,025
Mutual funds - ancillary fees                               10,345       7,328
Other income and fees                                        1,015         966
                                                         ---------    --------
   Total revenues                                           82,150      63,319
                                                         ---------    --------

Operating Expenses

Employment expenses                                         32,761      26,654
Other operating expenses                                    17,540      14,513
Depreciation and amortization of
  leasehold improvements                                     1,075         904
Amortization of goodwill and intangible assets               7,917       6,314
Amortization of deferred commissions                           223         565
                                                         ---------    --------
   Total operating expenses                                 59,516      48,950
                                                         ---------    --------

Operating Income                                            22,634      14,369
                                                         ---------    --------

Equity in Earnings of Unconsolidated Affiliates                (54)        165
                                                         ---------    --------

Other Income - Net                                             466          45
                                                         ---------    --------

Gain on Sale                                                 5,867
                                                         ---------    --------

Interest (Expense) Income - Net

Interest expense                                            (5,036)     (3,786)
Interest income                                                555         727
                                                         ---------    --------
   Total interest expense - net                             (4,481)     (3,059)
                                                         ---------    --------

Income to Minority Interest                                 (1,268)       (737)
                                                         ---------    --------

Income Before Income Taxes                                  23,164      10,783
Provision for income taxes                                   9,961       4,745
                                                         ---------    --------
Net Income                                               $  13,203    $  6,038
                                                         =========    ========


Weighted average shares outstanding
   Basic                                                    44,055      43,661
   Diluted                                                  53,699      53,446

Earnings per share

   Basic                                                 $     .30    $    .14
   Diluted                                               $     .26    $    .13






        The accompanying notes are an integral part of these statements.


                                       4
<PAGE>



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

                                                             (Unaudited)
                                                    Three Months Ended March 31,
                                                            2000        1999

Cash Flows from Operating Activities:

  Net income                                             $ 13,203      $ 6,038
   Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization of
      leasehold improvements                                1,075          904
    Amortization of goodwill and intangible assets          7,917        6,314
    Amortization of deferred commissions                      223          565
    Income to minority interest                             1,268          737
    Compensation recognized under employee
      benefit plans                                           603          308
    Gain on sale                                           (5,867)
    Equity in earnings of unconsolidated
      affiliates, net of dividends                             98           27
    Changes in other operating assets                      (1,341)      (2,403)
    Changes in other operating liabilities                 (2,982)      (6,514)
                                                         --------      -------
   Net cash provided by operating activities               14,197        5,976
                                                         --------      -------

Cash Flows from Investing Activities:

  Purchase of subsidiaries, net of cash acquired                      (137,714)
  Proceeds from sale of National-Oilwell, Inc.
    common stock                                            5,867
  Purchase of marketable securities, net                      (41)      (2,932)
  Capital expenditures, net                                  (850)        (572)
  Purchase of long-term investments                          (119)        (360)
  Proceeds from long-term investments                                      490
                                                         --------     --------
   Net cash provided by (used in) investing activities      4,857     (141,088)
                                                         --------     --------

Cash Flows from Financing Activities:

  (Repayment of) proceeds from borrowings, net            (20,251)     134,744
  Distribution to minority interest                        (3,627)      (1,978)
  Dividends paid                                           (3,483)      (2,626)
  Stock repurchases                                          (284)      (1,892)
  Proceeds from issuance of stock                             194          323
  Other financing activities                                              (175)
                                                         --------      -------
   Net cash (used in) provided by financing activities    (27,451)     128,396
                                                         --------      -------

Net decrease in cash and cash equivalents                  (8,397)      (6,716)
Cash and cash equivalents, beginning of period             42,203       29,298
                                                         --------      -------

   Cash and Cash Equivalents, End of Period              $ 33,806      $22,582
                                                         ========      =======


Supplemental Cash Flow Information:
   Interest paid                                         $  4,161      $ 3,387
   Income taxes paid                                     $  5,327      $ 9,996




        The accompanying notes are an integral part of these statements.



                                       5
<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. Acquisition Related Activity

   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.

   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  $136.2
   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
   $59.0 million has been  classified as goodwill and is being amortized over 40
   years using the straight-line  method.  Related  amortization of $2.4 million
   and $.8 million has been  expensed for the year to date  periods  ended March
   31, 2000 and 1999, respectively.

   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                $  1,147
    Identified intangibles                             77,210
    Goodwill                                           59,034
                                                     --------
     Total purchase price allocation                 $137,391
                                                     ========



                                       6
<PAGE>



3. Pro Forma Results

   The  Company's financial  results for  the first quarter of 2000 include  the
   operations  of  Zweig,  while  the first  quarter of 1999  financial  results
   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 three months ended March 31, 2000
   reflects  the  actual  results  for the  quarter.  The  following  pro  forma
   financial  information  for the three  months ended March 31, 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.

                                                         Three Months Ended
                                                              March 31,
                                                          2000       1999
                                                         Actual    Pro Forma
                                                         -------    -------
                                                            (in thousands,
                                                        except per share data)

    Revenues                                             $82,150    $70,002
                                                         -------    -------
    Employment expenses                                   32,761     29,118
    Other operating expenses                              18,838     17,293
    Amortization of goodwill and
      intangible assets                                    7,917      7,917
                                                         -------    -------
    Operating income                                      22,634     15,674
    Other income - net                                     6,279        210
    Interest expense - net                                (4,481)    (4,343)
    Income to minority interest                           (1,268)      (737)
                                                         -------    -------
    Income before income taxes                            23,164     10,804
    Provision for income taxes                             9,961      4,786
                                                         -------    -------
    Net income                                           $13,203    $ 6,018
                                                         =======    =======

    Earnings per share
      Basic                                              $   .30    $   .14
      Diluted                                            $   .26    $   .13

4. 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.



                                       7
<PAGE>


   The following tables summarize  pertinent financial  information  relative to
   the Company's operations for the three months ended March 31, 2000 and  1999,
   respectively:

       March 31, 2000                               Institu-   All
                                         Retail      tional   Other*   Total
                                         -------   ---------  ------  --------
                                                     (in thousands)

     Revenues                            $52,917   $  28,708  $  525  $ 82,150
                                         -------   ---------  ------  --------
     Employment and
      other operating expenses            31,831      18,823     945    51,599
     Amortization of goodwill
      and intangible assets                4,343       3,574             7,917
                                         -------   ---------  ------  --------
     Operating income (loss)              16,743       6,311    (420)   22,634
     Other income - net                        2         138   6,139     6,279
     Interest expense                     (2,873)     (1,682)   (481)   (5,036)
     Interest income                          67          68     420       555
     Minority interest                                (1,268)           (1,268)
                                         -------   ---------  ------  --------
     Income before income taxes          $13,939   $   3,567  $5,658  $ 23,164
                                         =======   =========  ======  ========

                                                      (in millions)

     Assets under management             $29,996   $  36,033  $  --   $ 66,029
                                         =======   =========  ======  ========


       March 31, 1999                               Institu-   All
                                         Retail      tional   Other*   Total
                                         -------   ---------  ------  --------
                                                     (in thousands)

     Revenues                            $40,268   $  22,526  $  525  $ 63,319
                                         -------   ---------  ------  --------
     Employment and
      other operating expenses            26,383      16,127     126    42,636
     Amortization of goodwill
      and intangible assets                3,531       2,783             6,314
                                         -------   ---------  ------  --------
     Operating income                     10,354       3,616     399    14,369
     Other (expense) income - net            (93)        142     161       210
     Interest expense                     (1,823)       (779) (1,184)   (3,786)
     Interest income                         153          45     529       727
     Minority interest                                  (737)             (737)
                                         -------   ---------  ------  --------
     Income (loss) before
      income taxes                       $ 8,591   $   2,287  $  (95) $ 10,783
                                         =======   =========  ======  ========

                                                      (in millions)

     Assets under management             $24,778   $  33,739  $  --   $ 58,517
                                         =======   =========  ======  ========


   * - 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.



                                       8
<PAGE>


5. Long-term Debt

   At March 31, 2000 and December 31, 1999,  PXP had  outstanding  borrowings of
   $200 million under a $200 million Credit Agreement. In addition, at March 31,
   2000 and December 31, 1999, PXP had outstanding borrowings of $15 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,  Phoenix Home Life, has guaranteed the obligations, for which it
   is paid a .10% guarantee fee on the outstanding balances.

6. Dividends and Other Capital Transactions

   On  May 11, 2000,  the Company's  Board of  Directors  declared  a  quarterly
   dividend of $.08 per common share payable June 15, 2000,  to stockholders  of
   record on  June 2, 2000.  PXP  intends  to  continue  to  pay  quarterly cash
   dividends, however, future  payment  of cash  dividends  by PXP  will  depend
   upon the  financial  condition,  capital requirements,  and earnings of  PXP.
   Interest on the  6% Convertible  Subordinated  Debentures for the period from
   March 10, 2000  through  June 9, 2000  will  be  payable  on June 12, 2000 to
   registered  holders as of May 19, 2000.

7. Comprehensive Income

   The  components  of  comprehensive  income,  and related tax effects,  are as
   follows:
                                                               Tax
                                                Before      (Expense)     Net
                                                  Tax        Benefit     of Tax
                                                -------     --------    -------
    Three Months Ended March 31, 2000                    (in thousands)

    Net income                                  $23,164     $ (9,961)   $13,203
                                                -------     --------    -------
    Other comprehensive income:
     Net unrealized appreciation on securities
      available-for-sale arising during period    7,829       (3,210)     4,619
      Less: reclassification adjustment for gains
      realized in net income                     (5,867)       2,464     (3,403)
                                                -------     --------    -------
    Total other comprehensive income              1,962         (746)     1,216
                                                -------     --------    -------

    Comprehensive income                        $25,126     $(10,707)   $14,419
                                                =======     ========    =======


    Three Months Ended March 31, 1999

    Net income                                  $10,783     $ (4,745)   $ 6,038
    Other comprehensive income:
     Net unrealized appreciation on securities
      available-for-sale arising during period      210          (86)       124
                                                -------     --------    -------

    Comprehensive income                        $10,993     $ (4,831)   $ 6,162
                                                =======     ========    =======




                                       9
<PAGE>


8. 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. 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
   gain to PXP of $5.9 million from the sale of NOI shares.

   On March 13, 2000, DPI distributed  its remaining  shares of NOI. As a result
   of this distribution,  PXP received 354,134 shares of NOI, which are included
   in marketable securities at March 31, 2000.

9. 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 March 31, 2000

    Basic EPS
    Income available to common
      stockholders                      $ 13,203      44,055      $  .30
                                                                  ======

    Effect of Dilutive Securities

    Stock options                                        144
    6% convertible debentures               674        9,500
                                        -------       ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 13,877      53,699      $  .26
                                        ========      ======      ======





                                       10
<PAGE>


    For the Three Months Ended March 31, 1999

                                                                 Per-Share
                                         Income       Shares      Amount
                                        -------       ------      ------
                                           (in thousands)

    Basic EPS
    Income available to common
      stockholders                      $ 6,038       43,661      $  .14
                                                                  ======

    Effect of Dilutive Securities

    Stock options                                        285
    6% convertible debentures               667        9,500
                                        -------       ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 6,705       53,446      $  .13
                                        =======       ======      ======

10. Pending Sale

   In January  2000,  the Company  received an expression of  interest  for  the
   purchase  of  the  Cleveland-based   business  of  DPIM.  In  March  2000,  a
   preliminary agreement as to  the terms  of the sale was reached. The purchase
   price  will be  based upon  revenue run rates at future  dates.  Although the
   transaction has not yet been completed, it is not expected to have a material
   impact on the results of operations.


                                       11
<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 three months
ended, March 31, 2000 and 1999:

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

Retail            $52,917   $40,268  $13,939   $ 8,591  $29,996   $24,778
Institutional      28,708    22,526    3,567     2,287   36,033    33,739
All other  *          525       525    5,658       (95)
                  -------   -------  -------   -------  -------   -------
Total             $82,150   $63,319  $23,164   $10,783  $66,029   $58,517
                  =======   =======  =======   =======  =======   =======


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



                                       12
<PAGE>


RESULTS OF OPERATIONS

Assets Under Management
-----------------------

At March 31, 2000, PXP had $66.0 billion of assets under management, an increase
of $1.4  billion from  December 31, 1999,  and $7.5 billion from March 31, 1999.
The  increase  from  December 31, 1999 is the result of $2.2 billion of positive
performance,  offset by net asset  outflows of $.8 billion.  The  increase  from
March 31, 1999 is principally the result of $8.3 billion of positive  investment
performance,  offset,  in part, by net asset outflows of $.5 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.

                                  March 31,  December 31, March 31,
                                    2000        1999        1999
                                   -------    --------   --------
                                            (in millions)
Retail:

 Open-end Mutual Funds             $18,524    $ 18,073   $ 16,658
 Managed Accounts  *                11,472      10,370      8,120
                                   -------    --------   --------
                                    29,996      28,443     24,778
                                   -------    --------   --------

Institutional:

 Institutional Accounts **          20,215      20,514     18,574
 Structured Finance Products ***     1,282       1,276        927
 Closed-end Funds                    4,607       4,596      4,726
 PHL General Account and
   Other PHL Related                 9,929       9,772      9,512
                                   -------    --------   --------
                                    36,033      36,158     33,739
                                   -------    --------   --------

                                   $66,029    $ 64,601   $ 58,517
                                   =======    ========   ========

*   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 March 31, 2000  Compared  with Three Months Ended March 31,
--------------------------------------------------------------------------------
1999 - Historical
-----------------

Revenues  for the three  months  ended  March 31, 2000 of $82.1  million,  which
includes $7.3 million for the Zweig Fund Group (Zweig),  increased $18.8 million
(30%) from $63.3  million,  which  includes  $3.2  million for Zweig  (which was
acquired on March 1, 1999),  for the same period in 1999.  Excluding the effects
of Zweig,  the  Company's  revenues  for the three  months  ended March 31, 2000
increased $14.7 million (24%) compared to the same period in 1999.  Revenues for
the retail and institutional lines of business, including Zweig, increased $12.6
million and $6.2 million, respectively.



                                       13
<PAGE>


Investment management fees of $70.8 million for the three months ended March 31,
2000,  which includes $6.1 million for Zweig,  increased  $15.8 million (29%) as
compared to $55.0 million,  which includes $2.7 million for Zweig,  for the same
period in 1999.  Excluding  Zweig,  management  fees  earned by the  retail  and
institutional  lines of  business  increased  $8.4  million  and  $4.0  million,
respectively,  due to increases of $5.4 billion and $3.6 billion,  respectively,
in average assets under management.  Structured finance products contributed $.5
million to the increase in  institutional  management fees and increased  assets
under management by $.4 billion.  The overall increase in average assets managed
since March 31, 1999 in each line of business  is  primarily  due to  investment
performance.  In addition,  the retail line of business experienced  significant
net asset inflows for managed accounts and Seneca  contributed  significantly to
asset inflows in the institutional line of business.

Mutual funds - ancillary  fees,  a component of the retail line of business,  of
$10.3  million for the three  months ended March 31,  2000,  which  includes $.9
million for Zweig,  increased  $3.0 million  (41%) as compared to $7.3  million,
which   includes   $.3  million  for  Zweig,   for  the  same  period  in  1999.
Administrative  fees increased $.4 million as a result of an increase in average
assets managed offset,  in part, by a reduction in the fee rate. Net distributor
fees increased $.4 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 $.4 million
primarily  as a result  of an  increase  in  average  assets  under  management.
Shareholder service agent fees increased $.3 million primarily as a result of an
approved change in the fee structure, which took effect in April 1999.

Other  income and fees of $1.0 million for the three months ended March 31, 2000
remained constant as compared to the same period in 1999.

Operating  expenses for the three months ended March 31, 2000 of $59.5  million,
which includes $5.5 million for Zweig,  increased $10.6 million (22%) from $48.9
million,  which includes $2.6 million for Zweig, for the same period in 1999, of
which $6.3  million  and $3.5  million  related to the retail and  institutional
lines of business, respectively.

Employment  expenses of $32.8 million for the three months ended March 31, 2000,
which  includes $.9 million for Zweig,  increased $6.1 million (23%) as compared
to $26.7 million,  which includes $.8 million for Zweig,  for the same period in
1999. Incentive compensation increased by $5.1 million, of which $3.4 million is
from certain  subsidiaries  who, in accordance with their  respective  operating
agreements,  receive  increased  compensation  directly  related to increases in
their revenues or earnings.  The remaining $1.7 million  includes a $1.1 million
increase in sales and performance  based incentive  compensation due to improved
sales and performance by certain portfolio managers and research analysts, and a
$.3 million increase in management incentives due to improved operating results.
Profit sharing expense increased employment expense by $.9 million. Amortization
of unearned  compensation,  related to the issuance of restricted  stock grants,
increased employment expense by $.3 million.  Savings resulting from the closing
of the equity department in Hartford in April 1999 decreased employment expenses
by $.7 million. An increase in base compensation expense,  primarily as a result
of annual salary  adjustments,  was offset, in part, by certain other employment
expense reductions.



                                       14
<PAGE>


Other  operating  expenses of $17.5 million for the three months ended March 31,
2000,  which  includes $2.0 million for Zweig,  increased  $3.0 million (21%) as
compared to $14.5 million,  which includes $1.0 million for Zweig,  for the same
period in 1999.  Commissions  and  finders  fees  increased  $.4  million due to
increased sales. Increases in professional fees and outside services were offset
by  decreases  in  computer  services,  as a  result  of the  completion  of the
Company's  Year 2000 project.  Expenses  related to open-end  mutual funds,  for
which  PXP is  reimbursed  through  administrative  and  fund  accounting  fees,
increased $.4 million.  Various other less  significant year over year variances
increased other operating expenses by $.6 million.

Depreciation and amortization of leasehold  improvements of $1.1 million,  which
includes  $.2  million  for Zweig,  for the three  months  ended  March 31, 2000
remained  relatively  constant from $.9 million,  which includes $.1 million for
Zweig, for the same period in 1999.

Amortization  of goodwill  and  intangible  assets of $7.9 million for the three
months ended March 31, 2000  increased  $1.6  million  (25%) as compared to $6.3
million  for the same  period  in 1999 as a result  of the  amortization  of the
intangible  assets and goodwill  identified in the purchase price  allocation of
Zweig.

Amortization  of  deferred  commissions,  a  component  of the  retail  line  of
business, of $.2 million for the three months ended March 31, 2000 decreased $.3
million (60%) as compared to $.6 million for the same period in 1999 as a result
of a decrease in Pasadena Capital Corporation's (PCC) deferred commissions asset
established prior to February 1, 1998, which continues to be amortized.

Operating  income of $22.6  million  for the three  months  ended March 31, 2000
increased $8.3 million (58%) as compared to $14.4 million for the same period in
1999 as a result of the changes discussed above.

Gain on sale of $5.9 million is the result of the sale of National-Oilwell, Inc.
(NOI)  common  stock  shares,  which were held in  marketable  securities  as of
December  31, 1999,  and the  Company's  proportionate  share of the sale of NOI
shares by DPI Oil Service LP, in which PXP has a partnership interest.

Equity in earnings of unconsolidated  affiliates of $(54) thousand for the three
months ended March 31, 2000 decreased $.3 million as compared to $.2 million for
the same period in 1999 primarily due to a net decrease in equity  earnings from
certain PXP limited partnership investments.

Other  income - net of $.5  million  for the three  months  ended March 31, 2000
increased  $.4 million as compared to $45  thousand for the same period in 1999,
primarily as a result of an increase in  unrealized  gains earned on  marketable
securities held for trading purposes.

Interest expense - net of $4.5 million for the three months ended March 31, 2000
increased  $1.4 million (46%) as compared to $3.1 million for the same period in
1999 of which $1.0 million is due to additional  interest charges resulting from
the financing of the Zweig  acquisition and $.3 million is due to an increase in
the  average  interest  rate paid on  outstanding  debt as  compared to the same
period in 1999.

Income to minority interest,  a component of the institutional line of business,
of $1.3  million and $.7 million for the three  months  ended March 31, 2000 and
1999, respectively, represents the minority shareholders' interest in the equity
earnings  of  Seneca  Capital  Management,  which is fully  consolidated  in the
Company's financial statements.

Net income for the three months ended March 31, 2000 of $13.2  million  reflects
an increase of $7.2  million  from $6.0  million for the first  quarter of 1999,
resulting from the changes  discussed above. The effective tax rate of 43.0% for
the three months ended March 31, 2000  decreased  compared to 44.0% for the same
period in 1999 due to increased pre-tax earnings, thereby reducing the effect of
permanent differences on the rate.


                                       15
<PAGE>


Three  Months  Ended March 31, 2000  Compared  with Pro Forma Three Months Ended
--------------------------------------------------------------------------------
March 31, 1999 (see Note 4)
---------------------------

Except for the items noted below,  the pro forma  variances for the three months
ended March 31, 2000 compared to the same period in 1999 are  substantially  the
same as historical.

Investment management fees of $70.8 million for the three months ended March 31,
2000  increased  $10.2  million  (17%) from $60.5 million for the same pro forma
period in 1999.  In addition to the  historical  variances  noted  above,  Zweig
investment  management fees decreased $2.1 million due to a $.6 billion decrease
in assets under management resulting primarily from net asset outflows.

Net income of $13.2 million for the three months ended March 31, 2000  increased
$7.2  million as compared to $6.0 million for the same pro forma period in 1999,
resulting from the effects of the changes discussed 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 April 28, 2000,  includes 44.3
million shares of common stock  outstanding  and $76.4 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 $14.2  million based upon shares  outstanding  at April 28, 2000.
The total  annual  interest  expense on the  debentures  based  upon  debentures
outstanding at April 28, 2000, at an interest rate of 6%, would be $4.6 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 March 31, 2000  totaled  $215 million with an average
interest rate of approximately 6.5%. 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 March 31, 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
facilities will provide adequate liquidity for the foreseeable future.

The Company is obligated to pay PCC an  additional  purchase  price,  based upon
growth in PCC management fee revenues,  to be paid out on the third,  fourth and
fifth  anniversaries of the transaction and could be a total of $50 million,  if
paid in 2000,  or up to a maximum  of $66  million,  if paid  thereafter.  These
payments will be funded principally through the use of the credit facilities.

The Company has commitments, expiring June 1, 2000, with unrelated third parties
whereby the third parties fund  commissions paid by the Company upon the sale of
Class B share mutual funds.  Management  expects to enter into similar financing
effective  after June 1, 2000.  However,  if the  Company is not  successful  in
securing  refinancing,   then  the  Company  will  be  required  to  fund  these
commissions using operating cashflows.

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



                                       16
<PAGE>


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 three months of 2000
and for all of 1999 was approximately 6.5% and 6.0%, respectively.  In addition,
the Company has Convertible  Subordinated  Debentures bearing interest at 6%. At
March 31, 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 March 31, 2000.

The  Company's  revenues  are largely  driven by the market  value of its assets
under  management  and is therefore  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.



                                       17
<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 trial date has been set for October 2, 2000.

         With  regard  to  the  arbitration  proceeding  commenced  by a  former
         employee,  PXP has  responded  to the claims and intends to  vigorously
         defend  the  case.  An  arbitrator  has not yet been  appointed  and no
         hearing dates have as yet been scheduled.

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

         No items submitted.


 Item 6. Exhibits and Reports on Form 8-K

         None.





                                       18
<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.




May 12, 2000                        /s/ Philip R. McLoughlin
                                    -----------------------------------------
                                    Philip R. McLoughlin, Chairman and
                                    Chief Executive Officer

May 12, 2000                        /s/ William R. Moyer
                                    -----------------------------------------
                                    William R. Moyer, Chief Financial Officer





                                       19