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, 1999



                        PHOENIX INVESTMENT PARTNERS, LTD.



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


56 Prospect St., Hartford, Connecticut  06115-0480   (860) 403-7667
(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 29, 1999,  the  registrant  had  43,726,367  shares of $.01 par value
common stock outstanding.


<PAGE>


                     PHOENIX INVESTMENT PARTNERS, LTD. AND SUBSIDIARIES

                        Quarter Ended September 30, 1999

                                      Index


PART I -   FINANCIAL INFORMATION:

                                                                      Page
  Item 1.  Consolidated Financial Statements:

           Consolidated Condensed Statements of Financial Condition.    3
              September 30, 1999 and December 31, 1998

           Consolidated Statements of Income and Comprehensive Income   4
              Three Months Ended September 30, 1999 and
              Three Months Ended September 30, 1998

           Consolidated Statements of Income and Comprehensive Income   5
              Nine Months Ended September 30, 1999 and
              Nine Months Ended September 30, 1998

           Consolidated Condensed Statements of Cash Flows .........    6
              Nine Months Ended September 30, 1999 and
              Nine Months Ended September 30, 1998

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


  Item 2.  Management's Discussion and Analysis of:

           Results of Operations and Financial Condition............   15

           Liquidity and Capital Resources..........................   21

           Market Risk..............................................   22

           Impact of the Year 2000 Issue............................   22

           Cautionary Statement under Section 21E of the Securities
              Exchange Act of 1934..................................   23


PART II    -OTHER INFORMATION:


  Item 1.  Legal Proceedings........................................   24

  Item 4.  Submission of Matters to a Vote of Security Holders......   24

  Item 6.  Exhibits and Reports on Form 8-K.........................   24

  Signatures........................................................   25





                                       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,
                                                             1999        1998
Assets
Current Assets
 Cash and cash equivalents                               $  43,948    $ 29,298
 Marketable securities, at market                            7,973      16,275
 Accounts receivable                                        38,018      35,015
 Prepaid expenses and other current assets                   3,567       2,951
                                                         ---------    --------
   Total current assets                                     93,506      83,539

 Deferred commissions                                        1,474       2,798
 Furniture, equipment and leasehold improvements, net       12,437       8,589
 Goodwill and intangible assets, net                       563,940     446,657
 Long-term investments and other assets                     22,557      22,135
                                                         ---------    --------
   Total assets                                          $ 693,914    $563,718
                                                         =========    ========

Liabilities and Stockholders' Equity
Current Liabilities
 Accounts payable and other accrued liabilities          $  47,724    $ 39,659
 Payables to related parties                                 4,580       3,032
 Broker-dealer payable                                      10,645       9,568
 Current portion of long-term debt                             814         964
                                                         ---------    --------
   Total current liabilities                                63,763      53,223

Deferred taxes, net                                         51,413      53,446
Long-term debt, net of current portion                       1,225       1,718
Convertible subordinated debentures                         76,364      76,364
Credit facilities                                          250,000     140,000
Lease obligations and other long-term liabilities            3,478       4,843
                                                         ---------    --------
   Total liabilities                                       446,243     329,594
                                                         ---------    --------

Minority Interest                                            3,087       2,531
                                                         ---------    --------

Stockholders' Equity
Common stock, $.01 par value, 100,000,000 shares
 authorized, 45,709,313 and 45,172,258 shares issued,
 and 43,877,213 and 43,710,458 shares outstanding              457         451
Additional paid-in capital                                 199,647     195,224
Retained earnings                                           53,806      44,482
Accumulated other comprehensive income                       5,421       3,571
Unearned compensation on restricted stock                   (1,418)     (1,529)
Treasury stock, at cost, 1,832,100 and 1,461,800 shares    (13,329)    (10,606)
                                                         ---------    --------
   Total stockholders' equity                              244,584     231,593
                                                         ---------    --------
   Total liabilities and stockholders' equity            $ 693,914    $563,718
                                                         =========    ========





              The accompanying notes are an integral part of these statements.


                                       3
<PAGE>



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

                                                               (Unaudited)
                                                           Three Months Ended
                                                              September 30,
                                                             1999        1998
Revenues
Investment management fees                               $  64,168    $ 49,907
Mutual funds - ancillary fees                                7,912       6,779
Other income and fees                                        1,286         689
                                                         ---------    --------
   Total revenues                                           73,366      57,375
                                                         ---------    --------

Operating Expenses
Employment expenses                                         29,395      22,239
Other operating expenses                                    17,377      14,026
Depreciation and amortization of
  leasehold improvements                                     1,031         976
Amortization of goodwill and intangible assets               7,992       5,523
Amortization of deferred commissions                           339         390
                                                         ---------    --------
   Total operating expenses                                 56,134      43,154
                                                         ---------    --------

Operating Income                                            17,232      14,221
                                                         ---------    --------

Equity in Earnings of Unconsolidated Affiliates                359         622
                                                         ---------    --------

Other Expense - Net                                           (120)       (308)
                                                         ---------    --------

Nonrecurring Item                                           (5,900)
                                                         ---------    --------

Interest (Expense) Income - Net
Interest expense                                            (5,090)     (3,978)
Interest income                                                955         361
                                                         ---------    --------
   Total interest expense - net                             (4,135)     (3,617)
                                                         ---------    --------

Income to Minority Interest                                   (948)       (655)
                                                         ---------    --------

Income Before Income Taxes                                   6,488      10,263
Provision for income taxes                                   2,712       4,517
                                                         ---------    --------
Net Income                                                   3,776       5,746

Other Comprehensive Income (Loss), Net of Tax
Unrealized gains (losses) on securities
 available-for-sale                                            863      (5,275)
Foreign currency translation adjustment                                   (658)
                                                         ---------    --------
   Total other comprehensive income (loss)                     863      (5,933)
                                                         ---------    --------
Comprehensive Income (Loss)                              $   4,639    $   (187)
                                                         =========    ========

Weighted average shares outstanding
   Basic                                                    43,929      44,164
   Diluted                                                  54,031      54,000

Earnings per share
   Basic                                                 $     .09    $    .13
   Diluted                                               $     .08    $    .12




              The accompanying notes are an integral part of these statements.

                                       4
<PAGE>


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

                                                                (Unaudited)
                                                            Nine Months Ended
                                                               September 30,
                                                             1999        1998
Revenues
Investment management fees                               $ 182,258    $144,345
Mutual funds - ancillary fees                               23,653      19,401
Other income and fees                                        3,419       2,068
                                                         ---------    --------
   Total revenues                                          209,330     165,814
                                                         ---------    --------

Operating Expenses
Employment expenses                                         85,167      67,259
Other operating expenses                                    48,601      40,775
Depreciation and amortization of
  leasehold improvements                                     2,875       2,849
Amortization of goodwill and intangible assets              22,297      16,536
Amortization of deferred commissions                         1,348         995
                                                         ---------    --------
   Total operating expenses                                160,288     128,414
                                                         ---------    --------

Operating Income                                            49,042      37,400
                                                         ---------    --------

Equity in Earnings of Unconsolidated Affiliates                825       2,677
                                                         ---------    --------

Other Income - Net                                             578         290
                                                         ---------    --------

Nonrecurring Item                                           (5,900)
                                                         ---------    --------

Interest (Expense) Income - Net
Interest expense                                           (13,995)    (10,876)
Interest income                                              2,415       1,228
                                                         ---------    --------
   Total interest expense - net                            (11,580)     (9,648)
                                                         ---------    --------

Income to Minority Interest                                 (2,534)     (1,608)
                                                         ---------    --------

Income Before Income Taxes                                  30,431      29,111
Provision for income taxes                                  13,237      12,809
                                                         ---------    --------
Net Income                                                  17,194      16,302

Other Comprehensive Income, Net of Tax
Unrealized gains (losses) on securities
 available-for-sale                                          1,850      (7,840)
Foreign currency translation adjustment                                 (1,169)
                                                         ---------    --------
   Total other comprehensive income (loss)                   1,850      (9,009)
                                                         ---------    --------
Comprehensive Income                                     $  19,044    $  7,293
                                                         =========    ========

Net Income                                               $  17,194    $ 16,302
Series A preferred stock dividends                                       1,223
                                                         ---------    --------
Income Available to Common Stockholders                  $  17,194    $ 15,079
                                                         =========    ========

Weighted average shares outstanding
   Basic                                                    43,810      44,142
   Diluted                                                  53,873      54,116

Earnings per share
   Basic                                                 $     .39    $    .34
   Diluted                                               $     .36    $    .33

              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,
                                                            1999         1998
Cash Flows from Operating Activities:
  Net income                                             $ 17,194      $16,302
   Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization of
      leasehold improvements                                2,875        2,849
    Amortization of goodwill and intangible assets         22,297       16,536
    Amortization of deferred commissions                    1,348          995
    Income to minority interest                             2,534        1,608
    Compensation recognized under employee
      benefit plans                                         1,265
    Equity in earnings of unconsolidated
      affiliates, net of dividends                           (633)       1,075
    Nonrecurring item                                       5,900
    Changes in other operating assets                      (1,647)      (1,510)
    Changes in other operating liabilities                 (3,257)         510
                                                         --------      -------
   Net cash provided by operating activities               47,876       38,365
                                                         --------      -------

Cash Flows from Investing Activities:
  Purchase of subsidiaries, net of cash acquired         (138,551)      (6,647)
  Sale (purchase) of marketable securities, net            10,804       (4,840)
  Capital expenditures, net                                (4,375)      (1,841)
  Distributions to minority interest                       (1,978)        (643)
  Purchase of long-term investments                          (569)      (2,335)
  Proceeds from long-term investments                         489
                                                         --------      -------
   Net cash used in investing activities                 (134,180)     (16,306)
                                                         --------      -------

Cash Flows from Financing Activities:
  Proceeds from (repayment of) borrowings, net            109,358       (5,674)
  Dividends paid                                           (7,869)      (9,472)
  Stock repurchases                                        (2,723)      (6,541)
  Proceeds from issuance of stock                           2,362          877
  Other financing activities                                 (174)
                                                         --------      -------
   Net cash provided by (used in) financing activities    100,954      (20,810)
                                                         --------      -------

Net increase in cash and cash equivalents                  14,650        1,249
Cash and cash equivalents, beginning of period             29,298       21,872
                                                         --------      -------

   Cash and Cash Equivalents, End of Period              $ 43,948      $23,121
                                                         ========      =======


Supplemental Cash Flow Information:
   Interest paid                                         $ 13,549      $10,896
   Income taxes paid                                     $ 27,347      $15,565



               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, 1998.  Reclassifications
   have been made, when necessary,  to conform the prior period  presentation to
   the current period presentation.

2. Recent Accounting Pronouncements

   PXP  adopted  Statement  of  Financial  Accounting  Standard  (SFAS) No. 131,
   "Disclosures about Segments of an Enterprise and Related  Information," as of
   December  31,  1998.  This  statement  supercedes  SFAS  No.  14,  "Financial
   Reporting for Segments of a Business  Enterprise," by replacing the "industry
   segment"  approach with the "management"  approach.  The management  approach
   designates  the internal  organization  that is used by management for making
   operating  decisions and assessing  performance  as the source for reportable
   segments. SFAS No. 131 also requires disclosures about products and services,
   geographic areas, and major customers.  As this  pronouncement only addresses
   financial statement disclosure,  it has no impact on PXP's financial results.
   (See Note 6)

3. 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 of up to $29 million over the next three years,  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. Preliminary analyses have been
   performed  in order to identify  intangible  assets and to allocate  purchase
   price to such  assets.  Additional  information  is necessary to complete the
   purchase price  allocation.  The excess of purchase price over the fair value
   of acquired net tangible  assets of Zweig  totaled  $135.5  million.  Of this
   excess  purchase  price,  $78.1 million has been  preliminarily  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
   $57.5 million has been  classified as goodwill and is being amortized over 40
   years using the straight-line  method.  Related  amortization of $5.7 million
   has been expensed for the year to date period ended September 30, 1999.




                                       7
<PAGE>


   The following table summarizes the preliminary  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                $  1,846
    Identified intangibles                             78,063
    Goodwill                                           57,482
                                                     --------
       Total Allocation of Purchase Price            $137,391
                                                     ========

4. Pro Forma Results

   PXP's  financial  results for 1999 include the operations of Zweig from March
   1, 1999,  while both the third  quarter and first nine months of 1998 exclude
   the operations of Zweig.  Management believes that, for comparative purposes,
   the most  meaningful  financial  presentation  for these  periods is on a pro
   forma basis.

   The following financial information for the three months ended  September 30,
   1999 reflects  the  actual  results for the quarter. The following  pro forma
   financial  information  for the nine months ended  September 30, 1999 and for
   the three and nine  months  ended  September  30,  1998 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, 1998. 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      Nine Months Ended
                                     September 30,          September 30,
                                   1999         1998       1999       1998
                                  Actual     Pro Forma  Pro Forma  Pro Forma
                                 -------     --------   --------   --------
                                    (in thousands, except per share data)

    Revenues                     $73,366     $ 68,473   $216,014   $198,516
                                 -------     --------   --------   --------
    Employment expenses           29,395       24,871     87,631     75,153
    Other operating expenses      18,747       19,204     54,104     54,805
    Amortization of goodwill and
      intangible assets            7,992        7,992     23,932     23,932
                                 -------     --------    -------    -------
    Operating income              17,232       16,406     50,347     44,626
    Other (expense) income - net  (5,661)         376     (4,497)     3,029
    Interest expense - net        (4,135)      (5,456)   (12,864)   (15,312)
    Income to minority interest     (948)        (655)    (2,534)    (1,608)
                                 -------     --------    -------    -------
    Income before income taxes     6,488       10,671     30,452     30,735
    Provision for income taxes     2,712        4,781     13,246     13,773
                                 -------     --------    -------    -------
    Net income                   $ 3,776     $  5,890    $17,206    $16,962
                                 =======     ========    =======    =======

    Earnings per share
      Basic                      $   .09     $    .13    $   .39    $   .36
      Diluted                    $   .08     $    .12    $   .36    $   .34



                                       8
<PAGE>


5. Dividends and Other Capital Transactions

   On November 4, 1999, PXP's Board of Directors  declared a quarterly  dividend
   of $.06 per common share payable  December 9, 1999, to stockholders of record
   on  November  26,  1999.  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.

   On April 3, 1998,  PXP exchanged  3.2 million  shares of Series A Convertible
   Exchangeable   Preferred   Stock   (Preferred   Stock)  for  6%   Convertible
   Subordinated  Debentures  (Debentures)  due 2015.  Each share of  outstanding
   Preferred Stock, including unpaid and accrued dividends,  was exchanged for a
   Debenture with a $25.00 face value. Interest on the Debentures for the period
   from September 10, 1999 through  December 9, 1999 will be payable on December
   10, 1999 to registered holders as of November 20, 1999.

   As of September  30, 1999,  the Company,  in accordance  with the  previously
   announced stock repurchase program, had purchased a total of 1,832,100 shares
   of PXP common stock at a cost of $13.3 million.

6. 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.   PXP'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
   PXP's operations:

     Nine Months Ended September 30, 1999         Institu-     All
                                         Retail    tional     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
                                        ========  =======   =======   ========




                                       9
<PAGE>



     Nine Months Ended September 30, 1998         Institu-    All
                                          Retail   tional    Other     Total
                                        --------  -------   -------   --------
                                                      (in thousands)

     Revenues                           $106,052  $58,187   $ 1,575   $165,814
                                        --------  -------   -------   --------
     Employment and
      other operating expenses            73,943   37,935              111,878
     Amortization of goodwill
      and intangible assets                9,461    7,075               16,536
                                        --------  -------   -------   --------
     Operating income                     22,648   13,177     1,575     37,400
     Other (expense) income - net            (29)     486     2,510      2,967
     Interest expense                     (7,253)  (1,213)   (2,410)   (10,876)
     Interest income                         402      107       719      1,228
     Minority interest                             (1,608)              (1,608)
                                        --------  -------   -------   --------
     Income before income taxes         $ 15,768  $10,949   $ 2,394   $ 29,111
                                        ========  =======   =======   ========

                                                     (in millions)
     Assets under management            $ 18,225  $29,786   $  --     $ 48,011
                                        ========  =======   =======   ========

   The "All Other" column represents corporate office revenue and expenses which
   are not directly attributable to either 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.

7. Comprehensive Income

   The components of other comprehensive income, and related tax effects, are as
   follows (in thousands):

    Three Months Ended September 30, 1999                      Tax
                                               Before-Tax   (Expense) Net-of-Tax
                                                Amount       Benefit     Amount
                                                ------      --------    -------
    Unrealized gains on securities
      available-for-sale:
      Unrealized holding gains arising
        during period                           $1,463      $   (600)   $   863
                                                ------      --------    -------
    Other comprehensive income                  $1,463      $   (600)   $   863
                                                ======      ========    =======

    Nine Months Ended September 30, 1999                       Tax
                                               Before-Tax   (Expense) Net-of-Tax
                                                Amount       Benefit     Amount
                                                ------      --------    -------
    Unrealized gains on securities
      available-for-sale:
      Unrealized holding gains arising
        during period                           $3,136      $ (1,286)   $ 1,850
                                                ------      --------    -------
    Other comprehensive income                  $3,136      $ (1,286)   $ 1,850
                                                ======      ========    =======




                                       10
<PAGE>



    Three Months Ended September 30, 1998                      Tax
                                               Before-Tax   (Expense) Net-of-Tax
                                                Amount       Benefit     Amount
                                                --------    --------    -------
    Unrealized losses on securities
      available-for-sale:
      Unrealized holding losses arising
        during period                            $(8,941)   $  3,666    $(5,275)
    Foreign currency translation adjustment       (1,115)        457       (658)
                                                --------    --------    -------
    Other comprehensive loss                    $(10,056)   $  4,123    $(5,933)
                                                ========    ========    =======


    Nine Months Ended September 30, 1998                       Tax
                                               Before-Tax   (Expense) Net-of-Tax
                                                Amount       Benefit     Amount
                                                ------      --------    -------
    Unrealized losses on securities
      available-for-sale:
      Unrealized holding losses arising
        during period                           $(13,288)   $  5,448    $(7,840)
    Foreign currency translation adjustment       (1,981)        812     (1,169)
                                                --------    --------    -------
    Other comprehensive loss                    $(15,269)   $  6,260    $(9,009)
                                                ========    ========    =======


   The  following  tables  summarize   accumulated  other  comprehensive  income
   balances (in thousands):

    As of September 30, 1999:                                        Accumulated
                                                       Unrealized      Other
                                                     Gains(Losses) Comprehensive
                                                      on Securities    Income
                                                         --------    ---------
    Balance as of December 31, 1998                      $  3,571    $   3,571
    Current period change                                   1,850        1,850
                                                         --------    ---------
    Balance as of September 30, 1999                     $  5,421    $   5,421
                                                         ========    =========


    As of December 31, 1998:                                         Accumulated
                                             Foreign    Unrealized     Other
                                           Currency  Gains(Losses) Comprehensive
                                              Items   on Securities    Income
                                             --------    --------    ---------

    Balance as of December 31, 1997          $ (1,171)   $ 11,845    $  10,674
    Current period change                       1,171      (8,274)      (7,103)
                                             --------    --------    ---------
    Balance as of December 31, 1998          $    --     $  3,571    $   3,571
                                             ========    ========    =========




                                       11
<PAGE>


8. 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  PXP's basic  earnings per share to diluted
   earnings per share:

                                  For the Three Months Ended September 30, 1999
                                                                 Per-Share
                                         Income       Shares      Amount
                                         -------      ------      ------
                                           (in thousands)

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

    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
                                        ========      ======      ======




                                       12
<PAGE>


                                  For the Three Months Ended September 30, 1998
                                                                 Per-Share
                                         Income       Shares      Amount
                                        --------      ------      ------
                                           (in thousands)

    Basic EPS
    Income available to common
      stockholders                       $ 5,746      44,164      $  .13
                                                                  ======

    Effect of Dilutive Securities
    Stock options                                        337
    6% convertible debentures                681       9,499
                                         -------      ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                        $ 6,427      54,000      $  .12
                                         =======      ======      ======


                                  For the Nine Months Ended September 30, 1998
                                                                 Per-Share
                                         Income       Shares      Amount
                                        --------      ------      ------
                                           (in thousands)

    Net income                          $ 16,302
    Less: preferred stock dividends        1,223
                                        --------
    Basic EPS
    Income available to common
      stockholders                        15,079      44,142      $  .34
                                                                  ======

    Effect of Dilutive Securities
    Stock options                                        475
    6% convertible debentures              1,333       9,499
    Convertible preferred stock            1,223
                                        --------      ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 17,635      54,116      $  .33
                                        ========      ======      ======

9. Nonrecurring Item

   A nonrecurring item of $5.9 million, or $.06 per diluted share, resulted from
   the  Company's  decision to reimburse two mutual fund  investment  portfolios
   which had inadvertently sustained losses during the quarter. A claim has been
   filed on behalf of the insured parties with their insurance company.




                                       13
<PAGE>


10.Long-term Debt

   On March  17,  1999,  PXP  entered  into a five  year,  $175  million  Credit
   Agreement  with a  consortium  of  banks.  At  September  30,  1999,  PXP had
   outstanding  borrowings of $50 million under this facility. In addition,  PXP
   had outstanding  borrowings of $200 million and $140 million at September 30,
   1999 and  December  31,  1998,  respectively,  under a separate  $200 million
   credit facility.  The Zweig acquisition was financed through  borrowings from
   these  credit  facilities.  Interest  rates  on both  credit  facilities  are
   variable.  The Credit  Agreements  require no principal  repayments  prior to
   maturity.  PXP's majority stockholder,  Phoenix Home Life, has guaranteed the
   obligations,  for which it is paid a .10%  guarantee  fee on the  outstanding
   balance.

   On March 17, 1999, PXP and the banks amended the financial  covenant  section
   of its existing $200 million Credit Agreement to be consistent with the terms
   of the new $175 million Credit Agreement.


                                       14
<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
individually  managed  accounts.  Individually  managed  accounts are  primarily
administered  through  broker-dealer  sponsored  and  distributed  wrap programs
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, 1999 and 1998:

                                       Income Before       Assets Under
                       Revenues        Income Taxes         Management
                    1999      1998     1999      1998     1999      1998
                    ----      ----     ----      ----     ----      ----
                    (in thousands)     (in thousands)      (in millions)
Retail            $132,035  $106,052  $21,685  $15,768  $24,418   $18,225
Institutional       75,720    58,187    9,900   10,949   33,627    29,786
All other  *         1,575     1,575   (1,154)   2,394
                  --------  --------  -------  -------  -------   -------
Total             $209,330  $165,814  $30,431  $29,111  $58,045   $48,011
                  ========  ========  =======  =======  =======   =======

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




                                       15
<PAGE>


Results of Operations

Assets Under Management

At September  30, 1999,  PXP had $58.0  billion of assets under  management,  an
increase  of $4.6  billion  from  December  31,  1998,  and $10.0  billion  from
September 30, 1998.  The increases from December 31, 1998 and September 30, 1998
are  principally  the result of: (1) the  acquisition of the New York City-based
Zweig Fund  Group  (Zweig),  on March 1,  1999,  which  increased  assets  under
management by $3.4 billion as of September 30, 1999, and (2) positive investment
performance.  Sales and  deposits  were offset by  withdrawals  and  redemptions
during the  aforementioned  periods.  The pro forma assets under  management  at
September  30, 1998 assumes the Zweig assets had been  acquired as of that date.
Since the  revenues of the Company are  substantially  earned  based upon assets
under  management,  this  information  is important to an  understanding  of the
business.
                                                        Historical Pro Forma
                     September 30, June 30, December 31, Sept. 30,  Sept. 30,
                           1999      1999       1998       1998      1998
                                            (in millions)
Retail:
  Open-end Mutual Funds  $ 15,911  $16,765    $ 14,407   $ 12,474  $ 14,776
  Managed Accounts  *       8,507    8,586       7,322      5,751     5,751
                         --------  -------    --------   --------  --------
                           24,418   25,351      21,729     18,225    20,527
                         --------  -------    --------   --------  --------

Institutional:
  Closed-end Funds          4,566    4,943       3,505      3,433     4,823
  Institutional Accounts** 20,171   20,340      19,468     18,035    18,257
  PHL General Account       8,890    8,860       8,785      8,318     8,318
                         --------  -------    --------   --------  --------
                           33,627   34,143      31,758     29,786    31,398
                         --------  -------    --------   --------  --------

                         $ 58,045  $59,494    $ 53,487   $ 48,011  $ 51,925
                         ========  =======    ========   ========  ========

*  Managed Accounts represent  assets which are individually  managed for retail
   clients.
** Institutional  Accounts include 100% of the assets managed  by Seneca Capital
   Management (Seneca).

Three Months Ended September 30, 1999 Compared with Three Months Ended
September 30, 1998 - Historical
--------------------------------------------------------------------------------

Revenues for the three months ended  September 30, 1999 of $73.4 million,  which
includes  $8.2  million  for Zweig,  increased  $16.0  million  (28%) from $57.4
million  for the same  period in 1998.  Excluding  the  effects  of  Zweig,  the
Company's  revenues for the three months ended September 30, 1999 increased $7.8
million (14%)  compared to the same period in 1998.  Revenues for the retail and
institutional  lines of business,  including  Zweig,  increased $9.9 million and
$6.1 million, respectively.

Investment management fees of $64.2 million for the three months ended September
30, 1999,  which includes $7.3 million for Zweig,  increased $14.3 million (29%)
as compared  to $49.9  million  for the same  period in 1998.  Excluding  Zweig,
management  fees  earned  by the  retail  line of  business,  including  managed
accounts and open-end mutual funds, increased $4.7 million due to a $3.2 billion
increase in average assets under  management  offset,  in part, by a decrease in
the fee schedule for certain wrap programs.  Excluding  Zweig,  management  fees
earned by the institutional line of business increased $2.3 million primarily as
a result of a $5.9 billion increase in average assets under management. Advisory
accounts contributed $1.4 million to the increase in management fees as a result
of a $.8 billion increase in average assets managed. Structured finance products
offered by PXP in 1999  contributed  $.7 million to the  increase in  management
fees and increased assets under management by $.9 billion.  The overall increase
in  average  assets  managed  since  September  30,  1998 in both the retail and
institutional  lines of business  is due to  investment  performance,  net asset
flows for both managed accounts and institutional  accounts,  and the previously
mentioned new structured finance products.


                                       16
<PAGE>



Mutual funds - ancillary  fees,  a component of the retail line of business,  of
$7.9 million for the three months ended  September 30, 1999,  which includes $.3
million for Zweig,  increased $1.1 million (17%) as compared to $6.8 million for
the same period in 1998.  Administrative fees and net distributor fees increased
$.3 million and $.2 million, respectively, 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 $.3 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 $1.3 million for the three months ended  September  30,
1999  increased $.6 million (87%) as compared to $.7 million for the same period
in 1998,  primarily  due to $.5 million of  administrative  fees earned from the
Zweig closed-end funds.

Operating  expenses  for the three  months  ended  September  30,  1999 of $56.1
million,  which includes $8.0 million for Zweig,  increased  $13.0 million (30%)
from $43.2  million for the same period in 1998,  of which $7.1 million and $4.9
million related to the retail and institutional lines of business, respectively.

Employment  expenses of $29.4  million for the three months ended  September 30,
1999,  which  includes $3.0 million for Zweig,  increased  $7.2 million (32%) as
compared to $22.2  million for the same period in 1998.  Incentive  compensation
increased by $3.4  million,  of which $2.0 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 $1.4 million includes a $1.0 million increase in sales and performance
based  incentive  compensation  due to improved sales and performance by certain
portfolio  managers  and  research  analysts,  and a  $.4  million  increase  in
management incentives due to improved operating results. Severance costs of $1.1
million were the result of re-organizational efforts involving the institutional
line of business in August 1999. Amortization of unearned compensation,  related
to the issuance of restricted stock grants,  increased employment expense by $.4
million.  An increase in profit sharing expense increased  employment expense by
$.2 million.  Savings  resulting  from the closing of the equity  department  in
Hartford  in April  1999  decreased  employment  expenses  by $1.0  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.

Other  operating  expenses of $17.4 million for the three months ended September
30, 1999, which includes $2.4 million for Zweig, increased $3.4 million (24%) as
compared  to $14.0  million  for the same  period  in  1998.  Computer  services
decreased  $.5  million,  primarily  due to lesser  reliance  on PHL for  system
support.  The increased use of outside  consultants for information  systems and
web-site  related  projects,  and the use of marketing and sales  consultants in
1999 increased other operating expenses by $.3 million.

Depreciation and amortization of leasehold  improvements of $1.0 million for the
three months ended  September  30, 1999,  which  includes $.2 million for Zweig,
remained  relatively  constant  from $1.0  million  for the same period in 1998.
Certain  fixed assets were fully  depreciated  after the third  quarter of 1998,
reducing depreciation expense in 1999.

Amortization  of goodwill  and  intangible  assets of $8.0 million for the three
months ended September 30, 1999 increased $2.5 million (45%) as compared to $5.5
million  for the same  period  in 1998 as a result  of the  amortization  of the
intangible  assets and goodwill  identified in the  preliminary  purchase  price
allocation of Zweig.




                                       17
<PAGE>


Amortization  of  deferred  commissions,  a  component  of the  retail  line  of
business,  of $.4 million for the three months ended September 30, 1999 and 1998
is the result of  Pasadena  Capital  Corporation's  deferred  commissions  asset
established prior to February 1, 1998 which continues to be amortized.

Operating  income of $17.2 million for the three months ended September 30, 1999
increased $3.0 million (21%) as compared to $14.2 million for the same period in
1998 as a result of the changes discussed above.

Equity in earnings  of  unconsolidated  affiliates  of $.4 million for the three
months ended  September 30, 1999  decreased $.3 million (42%) as compared to $.6
million for the same period in 1998. PXP sold its investment in Beutel,  Goodman
& Company,  Ltd. (BG) in the fourth quarter of 1998.  PXP's share of BG's income
in the  third  quarter  of 1998 was $.6  million.  Equity  earnings  from  PXP's
investments  in  Inverness/Phoenix   Capital  LLC  (IPC)  and  Inverness/Phoenix
Partners LP (IPP) increased by $.3 million.

Other expense - net of $.1 million for the three months ended September 30, 1999
decreased  $.2  million as  compared  to a $.3  million net expense for the same
period in 1998,  primarily as a result of an increase in unrealized gains earned
on marketable securities.

Non-recurring item of $5.9 million for the three months ended September 30, 1999
resulted  from  the  decision  to  reimburse  two  investment  portfolios  which
inadvertently sustained losses during the quarter.

Interest  expense - net of $4.1 million for the three months ended September 30,
1999,  which  includes net  interest  income of less than $.1 million for Zweig,
increased  $.5 million  (14%) as compared to $3.6 million for the same period in
1998.  An  increase  of  $1.9  million  is due to  additional  interest  charges
resulting from the financing of the Zweig acquisition. A decrease of $.8 million
is due to a lower  average  outstanding  principal  balance  on other debt and a
decrease  in the average  interest  rate as compared to the same period in 1998.
Interest  on a note  receivable  related to the sale of BG resulted in income of
$.2 million. Other interest and dividend income increased by $.3 million.

Income to minority  interest of $.9 million and $.7 million for the three months
ended  September  30,  1999 and  1998,  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,  1999 of $3.8  million
reflects a decrease of $2.0  million  (34%) from the $5.7  million for the third
quarter of 1998,  resulting from the changes  discussed above. The effective tax
rate of 41.8% for the three months ended  September 30, 1999 decreased  compared
to 44.0% for the same period in 1998 due to the effect of certain  provision  to
tax return items.


Nine Months Ended  September 30, 1999 Compared with Nine Months Ended
September 30, 1998 - Historical
--------------------------------------------------------------------------------

Revenues for the nine months ended September 30, 1999 of $209.3  million,  which
includes  $20.1  million for Zweig,  increased  $43.5  million (26%) from $165.8
million  for the same  period in 1998.  Excluding  the  effects  of  Zweig,  the
Company's  revenues for the nine months ended September 30, 1999 increased $23.4
million (14%)  compared to the same period in 1998.  Revenues for the retail and
institutional  lines of business,  including Zweig,  increased $26.0 million and
$17.5 million, respectively.




                                       18
<PAGE>


Investment management fees of $182.3 million for the nine months ended September
30, 1999, which includes $17.5 million for Zweig,  increased $37.9 million (26%)
as compared to $144.3  million  for the same  period in 1998.  Excluding  Zweig,
management  fees  earned  from the retail line of  business,  including  managed
accounts and open-end mutual funds,  increased $11.6 million  primarily due to a
$2.7 billion increase in average assets under management  offset,  in part, by a
decrease  in the fee  schedule  for  certain  wrap  programs.  Excluding  Zweig,
management fees earned from the  institutional  line of business  increased $8.7
million primarily as a result of a $3.4 billion increase in average assets under
management.  Advisory  accounts  contributed  $6.1  million to the  increase  in
management  fees as a  result  of a $1.3  billion  increase  in  average  assets
managed.  Structured  finance  products  offered by PXP in 1999 contributed $1.3
million to the increase in management fees and increased assets under management
by $1.2  billion.  The overall  increase in average  assets  managed in both the
retail and institutional lines of business is due to investment  performance and
the previously mentioned new structured finance products.

Mutual funds - ancillary  fees,  a component of the retail line of business,  of
$23.7 million for the nine months ended September 30, 1999,  which includes $1.2
million for Zweig, increased $4.3 million (22%) as compared to $19.4 million for
the same period in 1998.  Administrative fees and net distributor fees increased
$.9 million and $.7 million, respectively, 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
$1.1  million  primarily  as a result of an  increase  in average  assets  under
management  and an  approved  change  in the  fee  structure.  This  change  was
implemented in order to reimburse Phoenix Equity Planning Corporation (PEPCO), a
wholly-owned  subsidiary of PXP, for additional  administrative costs related to
the out-sourcing of substantially  all of PEPCO's fund accounting  operations in
the first quarter of 1998.  Shareholder service agent fees increased $.7 million
primarily  as a result of an approved  change in the fee  structure,  which took
effect in April 1999.

Other income and fees of $3.4 million for the nine months  ended  September  30,
1999  increased  $1.4  million  (65%) as compared  to $2.1  million for the same
period in 1998,  primarily due to fees earned administering the Zweig closed-end
funds and other income earned by Zweig.

Operating  expenses  for the nine  months  ended  September  30,  1999 of $160.3
million,  which includes $18.3 million for Zweig,  increased $31.9 million (25%)
from  $128.4  million for the same  period in 1998,  of which $14.6  million and
$15.4  million  related  to the  retail  and  institutional  lines of  business,
respectively.

Employment  expenses of $85.2  million for the nine months ended  September  30,
1999,  which includes $6.6 million for Zweig,  increased  $17.9 million (27%) as
compared to $67.3  million for the same period in 1998.  Incentive  compensation
increased by $8.0  million,  of which $5.2 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 $2.8 million includes a $1.0 million increase in sales and performance
based  incentive  compensation  due to improved sales and performance by certain
portfolio  managers  and  research  analysts,  and a $1.8  million  increase  in
management incentives due to improved operating results. Severance costs of $1.1
million resulting from the closing of the equity department in Hartford in April
1999 were offset by $1.7 million of  subsequent  savings.  Additional  severance
costs of $1.1 million were the result of re-organizational efforts involving the
institutional  line of business in August 1999 and were offset by $.3 million of
subsequent  savings.  Amortization  of  unearned  compensation,  related  to the
issuance  of  restricted  stock  grants,  increased  employment  expense by $1.3
million.   A  decrease  of  $.5  million   resulted  from  the  out-sourcing  of
substantially  all of PXP's fund  accounting  operations in the first quarter of
1998. An increase in profit sharing expense increased  employment expense by $.7
million. An increase in base compensation expense of $1.8 million,  primarily as
a result of annual  salary  adjustments,  was offset,  in part, by certain other
employment expense reductions.




                                       19
<PAGE>


Other  operating  expenses of $48.6 million for the nine months ended  September
30, 1999, which includes $5.6 million for Zweig, increased $7.8 million (19%) as
compared to $40.8 million for the same period in 1998. Payments to a third party
administrator,  relating to the out-sourcing of substantially  all of PXP's fund
accounting  operations in the first quarter of 1998,  increased  other operating
expenses in the retail line of business by $1.9 million. Commissions and finders
fees  increased  by $.5 million  due to  increased  mutual fund sales.  Computer
services  decreased  by $.4  million,  due to lesser  reliance on PHL for system
support.  In  addition,  the first nine months of 1998  included  $.4 million of
non-recurring  charges related to the out-sourcing of substantially all of PXP's
fund accounting operations.

Depreciation and amortization of leasehold  improvements of $2.9 million for the
nine months  ended  September  30, 1999,  which  includes $.4 million for Zweig,
remained  relatively  constant  from $2.8  million  for the same period in 1998.
Certain  fixed assets were fully  depreciated  after the third  quarter of 1998,
reducing depreciation expense in the current year.

Amortization  of goodwill and  intangible  assets of $22.3  million for the nine
months ended  September  30, 1999  increased  $5.8 million  (35%) as compared to
$16.5 million for the same period in 1998 as a result of the amortization of the
intangible  assets and goodwill  identified in the  preliminary  purchase  price
allocation of Zweig.

Amortization  of  deferred  commissions,  a  component  of the  retail  line  of
business, of $1.3 million for the nine months ended September 30, 1999 increased
$.3 million (35%) as compared to $1.0 million for the same period in 1998 due to
increased   redemptions  of  Class  B  mutual  fund  shares.   Pasadena  Capital
Corporation's  deferred  commissions asset established prior to February 1, 1998
continues to be amortized.

Operating  income of $49.0 million for the nine months ended  September 30, 1999
increased  $11.6  million (31%) as compared to $37.4 million for the same period
in 1998 as a result of the changes discussed above.

Equity in  earnings  of  unconsolidated  affiliates  of $.8 million for the nine
months ended September 30, 1999 decreased $1.9 million (69%) as compared to $2.7
million for the same period in 1998. PXP sold its investment in BG in the fourth
quarter of 1998.  PXP's share of BG's income for the nine months ended September
30, 1998 was $2.6 million. Equity earnings from PXP's investments in IPC and IPP
increased $.7 million primarily as a result of IPC's recognition of a fee from a
significant second quarter transaction.

Other income - net of $.6 million for the nine months ended  September  30, 1999
increased  $.3  million  (99%) as compared to $.3 million for the same period in
1998.  PXP recorded a loss of $.1 million in 1999 related to its  investment  in
Greystone compared to a $.3 million loss recorded in1998.

Non-recurring  item of $5.9 million for the nine months ended September 30, 1999
resulted from the decision to reimburse  two  investment  portfolios  for losses
inadvertently sustained during the third quarter.

Interest  expense - net of $11.6 million for the nine months ended September 30,
1999,  which  includes net interest  income of $.1 million for Zweig,  increased
$1.9 million (20%) as compared to $9.6 million for the same period in 1998.  The
exchange of PXP's  preferred stock for  convertible  subordinated  debentures in
April 1998  resulted in  additional  interest  expense of $1.2  million in 1999,
while eliminating PXP's preferred stock dividend. An increase of $4.5 million is
due to additional  interest  charges  resulting  from the financing of the Zweig
acquisition.  A decrease of $2.6  million is  primarily  due to a lower  average
outstanding  principal  balance  on other  debt and a  decrease  in the  average
interest  rate as  compared  to the same  period  in 1998.  Other  interest  and
dividend income increased $.4 million.  Interest on a note receivable related to
the sale of BG resulted in income of $.7 million.

Income to minority interest of $2.5 million and $1.6 million for the nine months
ended  September  30,  1999 and  1998,  respectively,  represents  the  minority
shareholders'  interest  in the  equity  earnings  of  Seneca,  which  is  fully
consolidated in the Company's financial statements.




                                       20
<PAGE>


Net  income  for the nine  months  ended  September  30,  1999 of $17.2  million
increased  $.9 million (5%) from the $16.3  million for the same period in 1998,
resulting from the changes  discussed above. The effective tax rate decreased to
43.5% for the nine months  ended  September  30, 1999  compared to 44.0% for the
same period in 1998 due to the effect of certain provision to tax return items.


Three Months Ended  September 30, 1999 Compared with Three Months Ended
September 30, 1998 -  Pro Forma (see Note 4)
--------------------------------------------------------------------------------

Except for the items noted below,  the pro forma  variances for the three months
ended  September 30, 1999 compared to the same period in 1998 are  substantially
the same as historical.

Investment management fees of $64.2 million for the three months ended September
30, 1999  increased  $5.0 million (9%) from $59.1 million for the same pro forma
period in 1998.  In addition to the  historical  variances  noted  above,  Zweig
investment  management fees decreased $1.9 million due to a $.7 billion decrease
in assets under  management  resulting  from the net effect of  performance  and
asset outflows.

Net  income of $3.8  million  for the three  months  ended  September  30,  1999
decreased  $2.1 million (36%) as compared to $5.9 million for the same pro forma
period in 1998,  resulting from the effects of the changes  discussed above. The
effective tax rate  decreased to 41.8% for the three months ended  September 30,
1999  from  44.8%  for the same pro forma period  in 1998 due to the  effect  of
certain provision to tax return items.


Nine Months Ended  September 30, 1999  Compared with Nine Months Ended
September 30, 1998 - Pro Forma (see Note 4)
--------------------------------------------------------------------------------

Except for the items noted below,  the pro forma  variances  for the nine months
ended  September 30, 1999 compared to the same period in 1998 are  substantially
the same as historical.

Investment  management  fees - pro forma of $187.8  million  for the nine months
ended  September 30, 1999  increased  $16.2 million (9%) from $171.6 million for
the same period in 1998. In addition to the  historical  variances  noted above,
Zweig  investment  management  fees  decreased $4.2 million due to a $.4 billion
decrease in assets under management resulting from the net effect of performance
and asset outflows.

Net income - pro forma of $17.2 million for the nine months ended  September 30,
1999 increased $.2 million (1%) as compared to $17.0 million for the same period
in 1998,  resulting  from the changes  discussed  above.  The effective tax rate
decreased to 43.5% for the nine months ended  September  30, 1999 from 44.8% for
the same  period in 1998 due to the  effect of certain  provision  to tax return
items.


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 29, 1999,  includes 43.7
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 $.06 per share per  quarter.  If the
dividend  rate remains  constant for 1999,  the total annual  dividend on common
stock would be $10.5 million based upon shares  outstanding at October 31, 1999.
The total  annual  interest  expense on the  debentures  based  upon  debentures
outstanding  at October  31,  1999,  at an  interest  rate of 6%,  would be $4.6
million.



                                       21
<PAGE>


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, 1999 totaled $250 million with an average
interest rate of approximately 5.9%. 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, 1999, 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.

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, as of the fourth quarter of 1998, is no longer
exposed 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 1999
and for all of 1998 was approximately 5.6% and 6.0%, respectively.  In addition,
the Company has Convertible  Subordinated  Debentures bearing interest at 6%. At
September 30, 1999, 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, 1999.

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 40% 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.

Impact of the Year 2000 Issue

The Year 2000 Issue is the result of computer  programs  being written using two
digits  rather  than four to define  the  applicable  year.  Any of a  company's
computer programs that have  date-sensitive  software may recognize a date using
"00" as the year 1900 rather than the year 2000.  This could  result in a system
failure or miscalculation  causing disruptions of operations,  including,  among
other things, a temporary inability to process  transactions,  send invoices, or
engage in similar normal business  activities.  In addition,  other non-business
specific  systems  such as security  alarms,  elevators,  telephones,  etc.  are
subject to malfunction due to their  dependence upon computers or computer chips
for proper operation.

Based upon Company  assessments,  the Company determined that it was required to
modify or replace  portions of its software so that its computer  systems  would
properly  utilize dates beyond December 31, 1999. The Company believes that with
modifications  to existing  software and  conversions to new software,  the Year
2000  Issue  will be  mitigated.  Such  modifications  and  conversions  will be
completed on a timely basis.  The failure of computer  programs to recognize the
year 2000 could have a negative  impact on, but is not limited to, the  handling
of  securities  trades,  the pricing of  securities  and the servicing of client
accounts.  If  such  modifications  and  conversions  are not  made,  or are not
completed  timely,  the Year 2000  Issue  would  have a  material  impact on the
operations  of the  Company.  As such,  the Company  created a Year 2000 Project
Office to address the Year 2000 Issue.



                                       22
<PAGE>


The Company  initiated formal  communications  with all of its software vendors,
service providers and information providers to determine the extent to which the
Company was  vulnerable to those third parties'  failure to remediate  their own
Year 2000 Issue.  The Company has determined  the  compliance  status of mission
critical  third party  products  and has  completed  upgrades  to their  claimed
compliant  versions where needed. The Company's total Year 2000 project cost and
estimate to complete  include the estimated  costs and time  associated with the
impact of a third party's Year 2000 Issue, and are based on presently  available
information.  However,  if the systems of other companies on which the Company's
systems rely are not converted in a timely fashion, or are not converted at all,
or are converted in a manner that is  incompatible  with the Company's  systems,
the Company's operations and financial results could be adversely affected.

The Company is utilizing internal resources to reprogram,  or replace,  and test
the  software  for  Year  2000  modifications.  The  assessment,  inventory  and
remediation  phases of the project have been completed.  As of October 31, 1999,
the Company has completed its testing of mission critical  systems.  Contingency
plans for the Company, including all of its money management partners, have been
completed as of October 31, 1999 and ongoing  testing will  continue  during the
remainder of 1999 where  appropriate.  The Project Office  continues to evaluate
the status of the  Company's  critical  vendors and will conduct  testing in the
fourth  quarter as needed.  The total cost of the Year 2000 project is estimated
at $5.3 million and is being funded through  operating cash flows.  These costs,
primarily from internal resources,  are being expensed as incurred. To date, the
Company  has  incurred  approximately  $4.5  million  related  to its Year  2000
project.  The total cost to the  Company to become  Year 2000  compliant  is not
expected to have a material impact on the Company's results of operations.

The costs of the project and the date on which the Company plans to complete the
Year  2000  modifications  are based on  management's  best  estimates  and were
derived utilizing numerous  assumptions of future events including the continued
availability  of certain  resources,  third party  modification  plans and other
factors.  However,  there can be no guarantee that these estimates will prove to
be  accurate  and actual  results  could  differ  materially  from those  plans.
Specific factors that might cause such material differences include, but are not
limited to, the  availability  and cost of personnel  trained in this area,  the
ability  to  locate  and  correct  all  relevant  computer  codes,  and  similar
uncertainties.


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. The costs involved to complete the Year
2000 modifications are based on management's best estimates,  which were derived
based  upon  assumptions  relative  to future  events  including  the  continued
availability  of certain  resources,  third party  modification  plans and other
factors.  There can be no guarantee  that these  estimates  will be achieved and
actual results could differ  materially from those plans.  Specific factors that
might  cause such  material  differences  include,  but are not  limited to, the
availability  and cost of personnel  trained in this area, the ability to locate
and  correct  all  relevant  computer  codes,  and  similar  uncertainties.  The
potential  problems  related to the Year 2000 Issue could  affect the ability to
provide  advisory  services  for the  Company's  products.  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.





                                       23
<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 PXP's 1998 Annual Report on
         Form 10-K, in April 1999 the court  transferred  the case to its docket
         for complex cases. A trial date has been set for March 2000.


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

         No items submitted.


 Item 6. Exhibits and Reports on Form 8-K

         No items submitted.





                                       24
<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 12, 1999                   /s/ Philip R. McLoughlin
                                    -----------------------------------------
                                    Philip R. McLoughlin, Chairman and
                                    Chief Executive Officer


November 12, 1999                   /s/ William R. Moyer
                                    -----------------------------------------
                                    William R. Moyer, Chief Financial Officer





                                      25