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 June 30, 2000

                        PHOENIX INVESTMENT PARTNERS, LTD.

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


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


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

On July 31, 2000, the registrant had 44,940,505  shares of $.01 par value common
stock outstanding.


<PAGE>


               PHOENIX INVESTMENT PARTNERS, LTD. AND SUBSIDIARIES

                           Quarter Ended June 30, 2000

                                      Index

PART I -   FINANCIAL INFORMATION:

                                                                      Page

  Item 1.  Consolidated Financial Statements:

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

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

           Consolidated Statements of Income........................    5
              Six Months Ended June 30, 2000 and
              Six Months Ended June 30, 1999

           Consolidated Condensed Statements of Cash Flows .........    6
              Six Months Ended June 30, 2000 and
              Six Months Ended June 30, 1999

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


  Item 2.  Management's Discussion and Analysis of:

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

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

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

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


PART II -  OTHER INFORMATION:

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

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

  Item 6.  Exhibits and Reports on Form 8-K.........................   23

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





                                       2
<PAGE>



PART  I. Financial Information
 Item 1. Consolidated Financial Statements

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

                                                        (Unaudited)
                                                          June 30,  December 31,
                                                            2000        1999
Assets

Current Assets
 Cash and cash equivalents                               $  43,178    $ 42,203
 Marketable securities, at market                           13,519       7,941
 Accounts receivable                                        51,581      45,658
 Prepaid expenses and other current assets                   3,213       3,487
                                                         ---------    --------
   Total current assets                                    111,491      99,289

 Deferred commissions                                          822       1,219
 Furniture, equipment and leasehold improvements, net       12,252      12,475
 Goodwill and intangible assets, net                       532,063     556,534
 Long-term investments and other assets                     16,016      12,169
                                                         ---------    --------
   Total assets                                          $ 672,644    $681,686
                                                         =========    ========

Liabilities and Stockholders' Equity

Current Liabilities
 Accounts payable and other accrued liabilities          $  47,951    $ 45,987
 Payables to related parties                                 3,062       4,749
 Broker-dealer payable                                      12,481      13,197
 Current portion of long-term debt                           1,062         964
                                                         ---------    --------
   Total current liabilities                                64,556      64,897

Deferred taxes, net                                         43,728      45,656
Long-term debt, net of current portion                         225         754
Convertible subordinated debentures                         76,244      76,364
Credit facilities                                          210,000     235,000
Lease obligations and other long-term liabilities            4,494       3,759
                                                         ---------    --------
   Total liabilities                                       399,247     426,430
                                                         ---------    --------

Minority Interest                                            1,092       4,255
                                                         ---------    --------

Stockholders' Equity
Common stock, $.01 par value, 100,000,000 shares
 authorized, 46,417,054 and 45,760,201 shares issued,
 and 44,382,155 and 43,760,201 shares outstanding              464         458
Additional paid-in capital                                 204,786     200,410
Retained earnings                                           79,733      60,737
Unrealized gains on securities available-for-sale            4,932       5,143
Unearned compensation on restricted stock                   (2,608)     (1,029)
Treasury stock, at cost, 2,034,899 and 2,000,000 shares    (15,002)    (14,718)
                                                         ---------    --------
   Total stockholders' equity                              272,305     251,001
                                                         ---------    --------
   Total liabilities and stockholders' equity            $ 672,644    $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 June 30,
                                                            2000        1999

Revenues
Investment management fees                               $  72,343    $ 63,065
Mutual funds - ancillary fees                                9,065       8,244
Other income and fees                                        1,443       1,336
                                                         ---------    --------
   Total revenues                                           82,851      72,645
                                                         ---------    --------

Operating Expenses
Employment expenses                                         30,894      29,118
Other operating expenses                                    19,831      16,711
Depreciation and amortization of
  leasehold improvements                                       936         940
Amortization of goodwill and intangible assets               7,956       7,991
Amortization of deferred commissions                           174         444
                                                         ---------    --------
   Total operating expenses                                 59,791      55,204
                                                         ---------    --------

Operating Income                                            23,060      17,441
                                                         ---------    --------

Equity in Earnings of Unconsolidated Affiliates                171         301
                                                         ---------    --------

Nonrecurring Items                                           4,500
                                                         ---------    --------

Gain on Sale                                                 3,005
                                                         ---------    --------

Other Income - Net                                             364         653
                                                         ---------    --------

Interest (Expense) Income - Net

Interest expense                                            (4,730)     (5,119)
Interest income                                                494         733
                                                         ---------    --------
   Total interest expense - net                             (4,236)     (4,386)
                                                         ---------    --------

Income to Minority Interest                                 (1,508)       (849)
                                                         ---------    --------

Income Before Income Taxes                                  25,356      13,160
Provision for income taxes                                  12,578       5,780
                                                         ---------    --------
Net Income                                               $  12,778    $  7,380
                                                         =========    ========


Weighted average shares outstanding
   Basic                                                    44,212      43,839
   Diluted                                                  54,283      54,226

Earnings per share

   Basic                                                 $     .29    $    .17
   Diluted                                               $     .25    $    .15




        The accompanying notes are an integral part of these statements.



                                       4
<PAGE>


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

                                                               (Unaudited)
                                                       Six Months Ended June 30,
                                                            2000        1999
Revenues
Investment management fees                               $ 143,133    $118,090
Mutual funds - ancillary fees                               18,611      15,486
Other income and fees                                        3,257       2,388
                                                         ---------    --------
   Total revenues                                          165,001     135,964
                                                         ---------    --------

Operating Expenses
Employment expenses                                         63,655      55,772
Other operating expenses                                    37,371      31,224
Depreciation and amortization of
  leasehold improvements                                     2,011       1,844
Amortization of goodwill and intangible assets              15,873      14,305
Amortization of deferred commissions                           397       1,009
                                                         ---------    --------
   Total operating expenses                                119,307     104,154
                                                         ---------    --------

Operating Income                                            45,694      31,810
                                                         ---------    --------

Equity in Earnings of Unconsolidated Affiliates                117         466
                                                         ---------    --------

Nonrecurring Items                                           4,500
                                                         ---------    --------

Gain on Sale                                                 8,872
                                                         ---------    --------

Other Income - Net                                             830         698
                                                         ---------    --------

Interest (Expense) Income - Net
Interest expense                                            (9,766)     (8,905)
Interest income                                              1,049       1,460
                                                         ---------    --------
   Total interest expense - net                             (8,717)     (7,445)
                                                         ---------    --------

Income to Minority Interest                                 (2,776)     (1,586)
                                                         ---------    --------

Income Before Income Taxes                                  48,520      23,943
Provision for income taxes                                  22,539      10,525
                                                         ---------    --------
Net Income                                               $  25,981    $ 13,418
                                                         =========    ========


Weighted average shares outstanding
   Basic                                                    44,176      43,749
   Diluted                                                  53,985      53,658

Earnings per share

   Basic                                                 $     .59    $    .31
   Diluted                                               $     .51    $    .28




        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)
                                                       Six Months Ended June 30,
                                                            2000        1999

Cash Flows from Operating Activities:
  Net income                                             $ 25,981     $ 13,418
   Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization of
      leasehold improvements                                2,011        1,844
    Amortization of goodwill and intangible assets         15,873       14,305
    Amortization of deferred commissions                      397        1,009
    Income to minority interest                             2,776        1,586
    Compensation recognized under employee
      benefit plans                                         1,375          796
    Gain on sale                                           (8,872)
    Equity in earnings of unconsolidated
      affiliates, net of dividends                            (72)        (274)
    Changes in other operating assets                      (5,237)         484
    Changes in other operating liabilities                 (1,075)     (10,357)
                                                         --------      -------
   Net cash provided by operating activities               33,157       22,811
                                                         --------      -------

Cash Flows from Investing Activities:

  Purchase of subsidiaries, net of cash acquired           (8,616)    (138,551)
  Proceeds from sale of National-Oilwell, Inc.
   common stock                                             8,872
  Proceeds from sale of Cleveland operations                4,985
  Capital expenditures, net                                (2,062)      (2,769)
  (Purchase) sale of marketable securities, net              (159)         543
  Purchase of long-term investments                           (78)      (4,515)
  Proceeds from long-term investments                                      490
                                                         --------     --------
   Net cash provided by (used in) investing activities      2,942     (144,802)
                                                         --------     --------

Cash Flows from Financing Activities:

  (Repayment of) proceeds from borrowings, net            (25,430)     132,868
  Dividends paid                                           (6,986)      (5,246)
  Distributions to minority interest                       (3,627)      (1,978)
  Stock repurchases                                          (284)      (1,892)
  Proceeds from issuance of stock                           1,203        2,003
  Other financing activities                                              (174)
                                                         --------     --------
   Net cash (used in) provided by financing activities    (35,124)     125,581
                                                         --------     --------

Net increase in cash and cash equivalents                     975        3,590
Cash and cash equivalents, beginning of period             42,203       29,298
                                                         --------     --------

   Cash and Cash Equivalents, End of Period              $ 43,178     $ 32,888
                                                         ========     ========


Supplemental Cash Flow Information:
   Interest paid                                         $  8,866      $ 8,799
   Income taxes paid                                     $ 14,530      $20,760




          The accompanying notes are an integral part of these statements.



                                       6
<PAGE>


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

1. Basis of Presentation

   The  unaudited   consolidated  financial  statements  of  Phoenix  Investment
   Partners,  Ltd. and  Subsidiaries  (PXP or the Company)  included herein have
   been prepared in accordance with the  instructions to the Quarterly Report on
   Form 10-Q  pursuant  to the  rules  and  regulations  of the  Securities  and
   Exchange  Commission.  Certain information and footnote  disclosures normally
   included in  financial  statements  prepared  in  accordance  with  generally
   accepted  accounting  principles  have  been  condensed  or  omitted.  It  is
   suggested that these consolidated financial statements be read in conjunction
   with the financial  statements  and notes  included in the  Company's  Annual
   Report on Form 10-K for the year ended  December 31, 1999.  Reclassifications
   have been made, when necessary,  to conform the prior period  presentation to
   the current period presentation.

2. 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  $136.4
   million.  Of this excess purchase price,  $77.2 million has been allocated to
   intangible assets, primarily associated with investment management contracts,
   which are  being  amortized  over  their  estimated  useful  lives  using the
   straight-line  method.  The average  estimated  useful life of the intangible
   assets is  approximately  12 years.  The remaining  excess  purchase price of
   $59.1 million has been  classified as goodwill and is being amortized over 40
   years using the straight-line  method.  Related  amortization of $4.8 million
   and $3.2 million has been  expensed  for the year to date periods  ended June
   30, 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                $  1,033
    Identified intangibles                             77,210
    Goodwill                                           59,148
                                                     --------
      Total purchase price allocation                $137,391
                                                     ========

   The Company  is obligated  to pay  Roger Engemann & Associates, Inc. (REA) an
   additional  purchase price, based upon growth in REA 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.



                                       7
<PAGE>


3. Pro Forma Results

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

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

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

    Revenues                                            $165,001   $142,647
                                                        --------   --------
    Employment expenses                                   63,655     58,236
    Other operating expenses                              39,779     35,388
    Amortization of goodwill and
      intangible assets                                   15,873     15,908
                                                        --------   --------
    Operating income                                      45,694     33,115
    Other income - net                                    14,319      1,164
    Interest expense - net                                (8,717)    (8,729)
    Income to minority interest                           (2,776)    (1,586)
                                                        --------   --------
    Income before income taxes                            48,520     23,964
    Provision for income taxes                            22,539     10,566
                                                        --------   --------
    Net income                                          $ 25,981   $ 13,398
                                                        ========   ========

    Earnings per share

      Basic                                              $   .59    $   .31
      Diluted                                            $   .51    $   .27

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.



                                       8
<PAGE>


   The following tables summarize  pertinent financial  information  relative to
   the  Company's  operations  for the six month periods ended June 30, 2000 and
   1999:
                                                  Insti-
      June 30, 2000                      Retail  tutional  All Other    Total
                                        -------- --------   -------   --------
                                                    (in thousands)

     Revenues                           $105,353  $58,598   $ 1,050   $165,001
                                        --------  -------   -------   --------
     Employment and
      other operating expenses            63,365   38,304     1,765    103,434
     Amortization of goodwill
      and intangible assets                8,596    7,277               15,873
                                        --------  -------   -------   --------
     Operating income (loss)              33,392   13,017      (715)    45,694
     Other income - net                    4,511      577     9,231     14,319
     Interest expense                     (5,675)  (3,410)     (681)    (9,766)
     Interest income                         112      124       813      1,049
     Minority interest                             (2,776)              (2,776)
                                        --------  -------   -------   --------
     Income before income taxes         $ 32,340  $ 7,532   $ 8,648   $ 48,520
                                        ========  =======   =======   ========

                                                   (in millions)

     Assets under management            $ 29,031  $31,801   $  --     $ 60,832
                                        ========  =======   =======   ========


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

     Revenues                           $ 86,080  $48,834   $ 1,050   $135,964
                                        --------  -------   -------   --------
     Employment and
      other operating expenses            55,904   33,051       894     89,849
     Amortization of goodwill
      and intangible assets                7,938    6,367               14,305
                                        --------  -------   -------   --------
     Operating income                     22,238    9,416       156     31,810
     Other (expense) income - net            (90)     294       960      1,164
     Interest expense                     (4,520)  (2,031)   (2,354)    (8,905)
     Interest income                         328       90     1,042      1,460
     Minority interest                             (1,586)              (1,586)
                                        --------  -------   -------   --------
     Income (loss) before income taxes  $ 17,956  $ 6,183   $  (196)  $ 23,943
                                        ========  =======   =======   ========

                                                   (in millions)

     Assets under management            $ 25,351  $34,143   $  --     $ 59,494
                                        ========  =======   =======   ========


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

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



                                       9
<PAGE>


5. Long-term Debt

   At June 30, 2000 and December 31, 1999,  PXP had  outstanding  borrowings  of
   $200 million under a $200 million Credit Agreement.  In addition, at June 30,
   2000 and December 31 1999, PXP had outstanding  borrowings of $10 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 August 3, 2000,  the  Company's  Board of  Directors  declared a quarterly
   dividend of $.08 per common share payable  September 7, 2000, to stockholders
   of record on August 25, 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 June 10,
   2000  through  September  9, 2000 will be payable on  September  11,  2000 to
   registered holders as of August 20, 2000.

7. Comprehensive Income

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

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

    Net income                                  $25,356     $(12,578)   $12,778
                                                -------     --------    -------
    Other comprehensive income:
     Net unrealized appreciation on securities
      available-for-sale arising during period      586         (240)       346
      Less: reclassification adjustment for gains
      realized in net income                     (3,005)       1,232     (1,773)
                                                -------     --------    -------
    Total other comprehensive income             (2,419)         992     (1,427)
                                                -------     --------    -------

    Comprehensive income                        $22,937     $(11,586)   $11,351
                                                =======     ========    =======


    Six Months Ended June 30, 2000

    Net income                                  $48,520     $(22,539)   $25,981
                                                -------     --------    -------
    Other comprehensive income:
     Net unrealized appreciation on securities
      available-for-sale arising during period    8,514       (3,491)     5,023
      Less: reclassification adjustment for gains
      realized in net income                     (8,872)       3,638     (5,234)
                                                -------     --------    -------
    Total other comprehensive income               (358)         147       (211)
                                                -------     --------    -------

    Comprehensive income                        $48,162     $(22,392)   $25,770
                                                =======     ========    =======





                                       10
<PAGE>


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

    Net income                                  $13,160     $ (5,780)   $ 7,380
                                                -------     --------    -------
    Other comprehensive income:
     Net unrealized appreciation on securities
      available-for-sale arising during period    1,463         (600)       863
                                                -------     ---------   -------

    Comprehensive income                        $14,623     $ (6,380)   $ 8,243
                                                =======     ========    =======


    Six Months Ended June 30, 1999

    Net income                                  $23,943     $(10,525)   $13,418
                                                -------     --------    -------
    Other comprehensive income:
     Net unrealized appreciation on securities
      available-for-sale arising during period   1,673          (686)       987
                                                ------      --------    -------

    Comprehensive income                        $25,616     $(11,211)   $14,405
                                                =======     ========    =======

8. Nonrecurring Items

   Sale of Cleveland Operations

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

   Insurance Recovery

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

9. 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
   first quarter gain to PXP of $5.9 million relating to the sale of NOI shares.
   (See Note 11).


                                       11
<PAGE>



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

   On June 16, 2000, PXP sold an additional 100,000 shares of NOI for $30.05 per
   share, realizing a gain of $3.0 million in the second quarter. As of June 30,
   2000 the  Company's  remaining  shares  of NOI  totaled  254,134,  which  are
   included in marketable securities.

10.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 June 30, 2000

    Basic EPS
    Income available to common
      stockholders                      $ 12,778      44,212      $  .29
                                                                  ======

    Effect of Dilutive Securities

    Stock options                                        586
    6% convertible debentures               674        9,485
                                        -------       ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 13,452      54,283      $  .25
                                        ========      ======      ======


    For the Six Months Ended June 30, 2000

    Basic EPS
    Income available to common
      stockholders                      $ 25,981      44,176      $  .59
                                                                  ======

    Effect of Dilutive Securities

    Stock options                                        324
    6% convertible debentures             1,348        9,485
                                        -------       ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 27,329      53,985      $  .51
                                        ========      ======      ======



                                       12
<PAGE>



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

    For the Three Months Ended June 30, 1999

    Basic EPS
    Income available to common
      stockholders                      $ 7,380       43,839      $  .17
                                                                  ======

    Effect of Dilutive Securities

    Stock options                                        887
    6% convertible debentures               674        9,500
                                        -------       ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 8,054       54,226      $  .15
                                        =======       ======      ======


    For the Six Months Ended June 30, 1999

    Basic EPS
    Income available to common
      stockholders                      $ 13,418      43,749      $  .31
                                                                  ======

    Effect of Dilutive Securities

    Stock options                                        409
    6% convertible debentures             1,341        9,500
                                        -------       ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 14,759      53,658      $  .28
                                        ========      ======      ======

11.Subsequent Events

   On July 24,  2000,  the Board of  Directors  of PXP  received  an offer  from
   the  Company's  majority  stockholder,  Phoenix  Home  Life  Mutual Insurance
   Company (PHL) to purchase all of the outstanding  shares of  PXP not  already
   owned by PHL for a  cash  price  of  $12.50  per  share.  This offer is being
   reviewed by a committee of  independent directors  of the Company's  Board of
   Directors.

   On August 7, 2000, PXP sold an additional  100,000 shares of NOI common stock
   at an average price of $36.72 per share.



                                       13
<PAGE>



               Phoenix Investment Partners, Ltd. and Subsidiaries

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

BUSINESS DESCRIPTION

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

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

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

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

Retail            $105,353  $ 86,080  $32,340   $17,956  $29,031   $25,351
Institutional       58,598    48,834    7,532     6,183   31,801    34,143
All other  *         1,050     1,050    8,648      (196)
                  --------  --------  -------   -------  -------   -------
Total             $165,001  $135,964  $48,520   $23,943  $60,832   $59,494
                  ========  ========  =======   =======  =======   =======

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



                                       14
<PAGE>



RESULTS OF OPERATIONS

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

At June 30, 2000, PXP had $60.8 billion of assets under  management,  a decrease
of $3.8  billion from  December  31, 1999,  and an increase of $1.3 billion from
June 30, 1999.  The decrease from December 31, 1999 is the result of a reduction
of $3.3  billion  from the sale of Duff & Phelp's  Investment  Management  Co.'s
(DPIM) Cleveland  operations in June 2000, as well as net asset outflows of $1.3
billion,  offset by $.8 billion of positive performance.  The increase from June
30,  1999 is  principally  the  result of $5.8  billion of  positive  investment
performance,  offset, in part, by $3.3 billion from the sale of DPIM's Cleveland
operations,  as well as net asset outflows of $.9 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.

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

Retail:

 Open-end Mutual Funds            $ 17,561    $ 18,524   $ 18,073    $ 16,765
 Managed Accounts  *                11,470      11,472     10,370       8,586
                                  --------    --------   --------    --------
                                    29,031      29,996     28,443      25,351
                                  --------    --------   --------    --------

Institutional:

 Institutional Accounts **          15,933      20,215     20,514      19,030

 Structured Finance Products ***     1,673       1,282      1,276         674

 Closed-end Funds                    4,545       4,607      4,596       4,943
 PHL General Account
  Other PHL Related                  9,650       9,929      9,772       9,496
                                  --------    --------   --------    --------
                                    31,801      36,033     36,158      34,143
                                  --------    --------   --------    --------

                                  $ 60,832    $ 66,029   $ 64,601    $ 59,494
                                  ========    ========   ========    ========


*  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 June 30, 2000 Compared with Three Months Ended June 30, 1999
-------------------------------------------------------------------------------
- Historical
------------

Revenues  for the three months  ended June 30, 2000 of $82.9  million  increased
$10.2 million (14%) from $72.6 million for the same period in 1999. Revenues for
the retail and institutional  lines of business  increased $6.6 million and $3.6
million, respectively.



                                       15
<PAGE>



Investment  management fees of $72.3 million for the three months ended June 30,
2000  increased  $9.3  million  (15%) as compared to $63.1  million for the same
period in 1999.  Management fees earned by the retail and institutional lines of
business increased $5.9 million and $3.4 million, respectively, due to increases
of $4.3  billion  and  $2.4  billion,  respectively,  in  average  assets  under
management.  The overall  increase in average assets managed since June 30, 1999
in each  line  of  business  is  primarily  due to  investment  performance.  In
addition,  the retail line of  business  experienced  asset  inflows for managed
accounts of $1.6  billion  since June 30,  1999,  offset by net outflows of $1.4
billion  from  other  retail  products.   The  institutional  line  of  business
experienced  $3.6 billion of asset outflows  offset by net asset inflows of $1.6
billion from Seneca and $1.0 billion from structured finance products.

Mutual funds - ancillary  fees,  a component of the retail line of business,  of
$9.1 million for the three months  ended June 30,  2000,  increased  $.8 million
(10%) as compared to $8.2 million for the same period in 1999.  Net  distributor
fees  and   administrative   fees   increased   $.5  million  and  $.1  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 $.2 million  primarily as a result of an increase in average
assets  under  management.  Effective  July 1,  2000,  the the  Trustees  of the
Phoenix-Engemann  Funds voted to replace the administrative fee with a structure
by which those  funds will  reimburse  PXP for the  separate  charges  that were
previously  covered  by  the  administrative  fee  (e.g.  transfer  agent,  fund
accounting, printing, etc.).

Other  income and fees of $1.4  million for the three months ended June 30, 2000
increased  $.1 million  (8%) as compared to $1.3  million for the same period in
1999 due to a $.4 million  increase in commission  income offset,  in part, by a
$.2 million decrease in the net fees earned  administering  the Zweig closed-end
funds.

Operating  expenses for the three  months  ended June 30, 2000 of $59.8  million
increased  $4.6 million (8%) from $55.2  million for the same period in 1999, of
which $1.9  million  and $2.7  million  related to the retail and  institutional
lines of business, respectively.

Employment  expenses of $30.9  million for the three  months ended June 30, 2000
increased  $1.8 million (6%) as compared to $29.1 million for the same period in
1999. Incentive compensation increased by $3.4 million, of which $3.1 million is
from certain  subsidiaries  that, in accordance with their respective  operating
agreements,  receive  increased  compensation  directly  related to increases in
their  revenues or earnings.  Savings  resulting  from the closing of the equity
department  in  Hartford  in April 1999  decreased  employment  expenses by $2.1
million in the second quarter of 2000.  Profit sharing expense  decreased by $.3
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 $19.8  million for the three months ended June 30,
2000  increased  $3.1  million  (19%) as compared to $16.7  million for the same
period in 1999.  Rent expense  increased  $1.0 million due to a one-time  charge
related to a DPIM sublease transaction. Professional fees increased $.3 million,
as a result of various legal matters. Expenses related to open-end mutual funds,
for which PXP is reimbursed  through  administrative  and fund accounting  fees,
increased $.2 million. An increase in outside services of $.5 million, primarily
the result of increased use of consultants for various Company initiatives,  was
offset  by  decreases  in  computer  services,   primarily  resulting  from  the
completion of the Company's Year 2000 project and a decreased  reliance on PHL's
mainframe  systems.  Various other  individually less significant year over year
variances increased other operating expenses by $1.6 million.

Depreciation and amortization of leasehold improvements was $.9 million for both
of the three month periods ended June 30, 2000 and 1999.



                                       16
<PAGE>


Amortization of goodwill and intangible  assets was $8.0 million for both of the
three month periods ended June 30, 2000 and 1999.

Amortization  of  deferred  commissions,  a  component  of the  retail  line  of
business,  of $.2 million for the three months ended June 30, 2000 decreased $.3
million (61%) as compared to $.4 million for the same period in 1999 as a result
of a decrease in Roger Engemann & Associates  (REA) deferred  commissions  asset
established prior to February 1, 1998, which continues to be amortized.

Operating  income of $23.1  million  for the three  months  ended June 30,  2000
increased $5.6 million (32%) as compared to $17.4 million for the same period in
1999 as a result of the changes discussed above.

Equity in earnings  of  unconsolidated  affiliates  of $.2 million for the three
months  ended June 30,  2000  decreased  $.1  million  (43%) as  compared to $.3
million  for the same period in 1999 due to a net  decrease  in equity  earnings
from certain PXP limited partnership investments.

Nonrecurring  items of $4.5 million related to an insurance  recovery  resulting
from the  Company's  decision  to  reimburse  $5.9  million to two  mutual  fund
investment  portfolios,  which had  inadvertently  sustained losses in the third
quarter  of 1999.  The sale of  DPIM's  Cleveland  operations  had no  effect on
pre-tax earnings in the second quarter of 2000.

Gain on sale of $3.0  million  is the  result of the sale of  100,000  shares of
National-Oilwell,  Inc.  (NOI) common stock,  which were  distributed  to PXP in
March 2000 from a joint venture investment.

Other  income - net of $.4  million  for the three  months  ended June 30,  2000
decreased  $.3  million  (44%) as compared to $.7 million for the same period in
1999, due to various insignificant year over year decreases.

Interest  expense - net of $4.2 million for the three months ended June 30, 2000
decreased  $.2 million  (3%) as compared to $4.4  million for the same period in
1999. A $25 million decrease in the outstanding balance on the credit facilities
offset,  in part,  by an increase in the average  interest rate charged on those
borrowings,  decreased  interest  expense by $.3  million.  The  repayment of an
interest-bearing  promissory  note in 1999,  decreased  interest  income  by $.2
million.

Income to minority interest of $1.5 million and $.8 million for the three months
ended  June  30,  2000  and  1999,   respectively,   represents   the   minority
shareholders'  interest  in the  equity  earnings  of  Seneca,  which  is  fully
consolidated in the Company's financial statements.

Net income for the three months ended June 30, 2000 of $12.8 million reflects an
increase of $5.4 million (73%) from $7.4 million for the second quarter of 1999,
resulting from the changes  discussed above. The effective tax rate of 49.6% for
the three  months  ended June 30, 2000  increased  5.7% from 43.9% for the three
months ended June 30, 1999. This increase is primarily the result of the sale of
DPIM's Cleveland operations in June 2000, for which there was a $3.4 million tax
expense resulting from related  goodwill included  in the basis of  the disposed
operations. A tax liability,  related to a portfolio-loss reimbursement recorded
in the third  quarter of 1999,  was  released as a result of a related insurance
recovery in June 2000,  which  decreased the effective  tax rate for  the  three
months ended June 30, 2000.

Six Months  Ended June 30, 2000  Compared  with Six Months Ended June 30, 1999 -
--------------------------------------------------------------------------------
Historical
----------

Revenues  for the six  months  ended  June 30,  2000 of  $165.0  million,  which
includes  $13.7  million for Zweig,  increased  $29.0  million (21%) from $136.0
million for the same period in 1999,  which  includes  $12.0  million for Zweig.
Revenues for the retail and  institutional  lines of business   increased  $19.3
million and $9.8 million, respectively.



                                       17
<PAGE>



Investment  management  fees of $143.1 million for the six months ended June 30,
2000,  which includes $11.7 million for Zweig,  increased $25.0 million (21%) as
compared to $118.1  million for the same period in 1999,  which  includes  $10.3
million for Zweig.  Excluding  Zweig,  management  fees earned by the retail and
institutional  lines of  business  increased  $15.9  million  and $7.7  million,
respectively,  due to increases of $5.2 billion and $2.5 billion,  respectively,
in average  assets  under  management.  The overall  increase in average  assets
managed  since  June 30,  1999 in each  line of  business  is  primarily  due to
investment  performance.  In addition,  the retail line of business  experienced
asset inflows for managed  accounts of $1.6 billion since June 30, 1999,  offset
by net outflows of $1.4 billion from other retail  products.  The  institutional
line of business  experienced $3.6 billion of asset outflows offset by net asset
inflows of $1.6 billion from Seneca and $1.0  billion  from  structured  finance
products.

Mutual funds - ancillary  fees,  a component of the retail line of business,  of
$18.6  million  for the six months  ended June 30,  2000,  which  includes  $1.1
million for Zweig, increased $3.1 million (20%) as compared to $15.5 million for
the same period in 1999,  which  includes $.6 million for Zweig.  Administrative
fees  increased $.6 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
$1.1 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 $.2 million  primarily as a result of an approved change in
the fee structure,  which took effect in April 1999. Effective July 1, 2000, the
the Trustees of the  Phoenix-Engemann  Funds voted to replace the administrative
fee with a structure  by which those funds will  reimburse  PXP for the separate
charges that were previously covered by the  administrative  fee (e.g.  transfer
agent, fund accounting, printing, etc.).

Other  income and fees of $3.3  million for the six months  ended June 30, 2000,
which includes $.9 million for Zweig, increased $.9 million (36%) as compared to
$2.4 million for the same period in 1999, which includes $1.1 million for Zweig,
primarily due to an increase in commission income.

Operating  expenses  for the six months  ended June 30, 2000 of $119.3  million,
which  includes  $10.5  million for Zweig,  increased  $15.2  million (15%) from
$104.2  million for the same period in 1999,  which  includes  $10.4 million for
Zweig.  Operating  expenses for the retail and  institutional  lines of business
increased $8.1 million and $6.2 million, respectively.

Employment  expenses of $63.7  million for the six months  ended June 30,  2000,
which includes $1.7 million for Zweig,  increased $7.9 million (14%) as compared
to $55.8  million for the same period in 1999,  which  includes $3.7 million for
Zweig.  Incentive  compensation increased by $8.6 million, of which $6.5 million
is  from  certain   subsidiaries   that,  in  accordance  with  their  operating
agreements,  receive  increased  compensation  directly  related to increases in
their revenues or earnings.  Other sales based incentive  compensation increased
$1.5  million.  Profit  sharing  expense  increased  employment  expense  by $.6
million.  Amortization  of  unearned  compensation,  related to the  issuance of
restricted stock grants,  increased  employment expense by $.6 million.  Savings
resulting  from the closing of the equity  department  in Hartford in April 1999
decreased  employment expenses by $3.0 million for the six months ended June 30,
2000. An increase in base compensation expense,  primarily as a result of annual
salary  adjustments,  was offset,  in part, by certain other employment  expense
reductions.

Other  operating  expenses of $37.4  million  for the six months  ended June 30,
2000,  which  includes $3.6 million for Zweig,  increased  $6.1 million (20%) as
compared  to $31.2  million  for the same period in 1999,  which  includes  $3.2
million for Zweig.  Rent expense increased $1.0 million due to a one-time charge
related to a DPIM sublease  transaction.  Commissions and finders fees increased
$.5 million due to increased sales.  Professional fees increased $.5 million, as
a result of various legal matters.  Expenses  related to open-end  mutual funds,
for which PXP is reimbursed  through  administrative  and fund accounting  fees,
increased $.8 million.  An increase in outside services of $.7 million, a result
of the increased use of consultants for various Company initiatives,  was offset
by decreases in computer  services,  primarily  resulting from the completion of
the  Company's  Year 2000  project and a decreased  reliance on PHL's  mainframe
systems. Various other less significant year over year variances increased other
operating expenses by $2.9 million.


                                       18
<PAGE>



Depreciation and amortization of leasehold  improvements of $2.0 million for the
six months ended June 30, 2000,  which includes $.4 million for Zweig,  remained
relatively  constant  from  $1.8  million  for the same  period  in 1999,  which
includes $.3 million for Zweig.

Amortization  of goodwill  and  intangible  assets of $15.9  million for the six
months ended June 30, 2000  increased  $1.6  million  (11%) as compared to $14.3
million for the same period in 1999 as a result of the Zweig purchase, which was
completed on March 1, 1999.

Amortization  of  deferred  commissions,  a  component  of the  retail  line  of
business,  of $.4 million for the six months ended June 30, 2000  decreased  $.6
million  (61%) as  compared  to $1.0  million  for the same  period in 1999 as a
result of a decrease in REA's deferred  commissions  asset  established prior to
February 1, 1998, which continues to be amortized.

Operating  income  of $45.7  million  for the six  months  ended  June 30,  2000
increased  $13.9  million (44%) as compared to $31.8 million for the same period
in 1999 as a result of the changes discussed above.

Equity in  earnings  of  unconsolidated  affiliates  of $.1  million for the six
months  ended June 30,  2000  decreased  $.3  million  (75%) as  compared to $.5
million for the same period in 1999  primarily  due to a net  decrease in equity
earnings from certain PXP limited partnership investments.

Nonrecurring  items of $4.5 million  related  entirely to an insurance  recovery
related to the Company's  decision to reimburse  $5.9 million to two mutual fund
investment  portfolios,  which had  inadvertently  sustained losses in the third
quarter of 1999.

Gain on sale of $8.9 million is the result of the sale of National-Oilwell, Inc.
(NOI)  common  stock  either  directly  or  through an entity in which PXP has a
partnership interest.

Other  income - net of $.8  million  for the six  months  ended  June  30,  2000
increased  $.1  million  (19%) as compared to $.7 million for the same period in
1999.

Interest  expense - net of $8.7  million for the six months  ended June 30, 2000
increased  $1.3 million (17%) as compared to $7.4 million for the same period in
1999 of which $.8 million is due to additional  interest charges  resulting from
the  financing  of the  Zweig  acquisition  offset,  in part,  by a $65  million
reduction in principal since June 30, 1999. The repayment of an interest-bearing
promissory note in 1999, decreased interest income by $.5 million.

Income to minority  interest of $2.8 million and $1.6 million for the six months
ended  June  30,  2000  and  1999,   respectively,   represents   the   minority
shareholders'  interest  in the  equity  earnings  of  Seneca,  which  is  fully
consolidated in the Company's financial statements.

Net income for the six months ended June 30, 2000 of $26.0  million  reflects an
increase of $12.6  million  (94%) from $13.4  million for the second  quarter of
1999,  resulting  primarily from the changes  discussed above. The effective tax
rate of 46.5% for the six months ended June 30, 2000  increased  2.5% from 44.0%
for the three months ended June 30, 1999.  This increase is primarily the result
of the sale of DPIM's Cleveland operations in June 2000, for which there was
a $3.4 million tax expense resulting from related goodwill included in the basis
of  the  disposed  operations.  A tax  liability,  related  to a  portfolio-loss
reimbursement recorded in the third quarter of 1999, was released as a result of
a related  insurance  recovery in June 2000,  which  decreased the effective tax
rate for the six months ended June 30, 2000.



                                       19
<PAGE>


Six Months  Ended June 30, 2000  Compared  with Six Months Ended June 30, 1999 -
--------------------------------------------------------------------------------
Pro Forma (see Note 3)
----------------------

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

Investment  management  fees of $143.1 million for the six months ended June 30,
2000  increased  $19.5 million (16%) from $123.6  million for the same pro forma
period in 1999.  In addition to the  historical  variances  noted  above,  Zweig
investment  management  fees  decreased  $4.1  million  of due to a $.7  billion
decrease in average  assets under  management  resulting  from the net effect of
asset outflows and performance.

Net income of $26.0  million for the six months  ended June 30,  2000  increased
$12.6  million  (94%) as compared to $13.4 million for the same pro forma period
in 1999,  resulting  from the changes  discussed  above.  The effective tax rate
increased  to 46.5% for the six months  ended June 30,  2000 from 44.0% for  the
same pro forma  period in 1999, resulting entirely from the historical variances
noted above.

LIQUIDITY AND CAPITAL RESOURCES

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

The Company's  current  capital  structure,  as of July 31, 2000,  includes 44.9
million shares of common stock  outstanding  and $75.0 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 $14.4 million based upon shares outstanding at July 31, 2000. The
total  annual  interest   expense  on  the  debentures   based  upon  debentures
outstanding at July 31, 2000, at an interest rate of 6%, would be $4.5 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 June 30,  2000 were  $210  million  with an  average
interest rate of approximately 6.7%. 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 June 30, 2000,  the Company was in
compliance with all covenants  contained in the credit  agreements.  The Company
believes  that funds from  operations  and  amounts  available  under the credit
facility will provide adequate liquidity for the foreseeable future.

The Company is obligated to pay REA an  additional  purchase  price,  based upon
growth in REA 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  September 30, 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  October 1,  2000.  However,  if the  Company is not
successful  in  securing  refinancing,  it  will  be  necessary  to  fund  these
commissions using operating cashflows.



                                       20
<PAGE>


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

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

MARKET RISK

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

The  Company's  exposure to changes in interest  rates is limited to  borrowings
under two five-year credit  agreements,  which have variable interest rates. The
average interest rate on the credit agreements in the first half of 2000 and for
all of 1999 was approximately  6.75% and 6.0%,  respectively.  In addition,  the
Company has Convertible  Subordinated Debentures bearing interest at 6%. At June
30,  2000,  the  Company  estimated  that  the  fair  value  of the  Convertible
Subordinated Debentures approximated market value.

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



                                       21
<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.

         The arbitration  between PXP and its former president,  as described in
         the  Company's  1999 Annual Report on Form 10-K,  has been  tentatively
         scheduled for a hearing on November 27, 2000.

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

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

     (a) The Annual Meeting of  Stockholders  of the registrant was held May 11,
         2000 for the election of directors.

     (b) The following  persons were re-elected  Directors of the registrant and
         each continued to hold office after the meeting.

         John T. Anderson               Philip R. McLoughlin
         Glen D. Churchill              James M. Oates
         Robert W. Fiondella            Donna F. Tuttle
         Michael E. Haylon              Ferdinand L.J. Verdonck
         Marilyn E. LaMarche            David A. Williams


     (c) One matter was voted upon:

         The results of the election of directors are as follows:

         Candidate:                 For:    Against/Withheld:  Abstain/Non-vote:

         John T. Anderson        40,817,154         0               171,326
         Glen D. Churchill       40,837,764         0               150,716
         Robert W. Fiondella     40,838,687         0               149,793
         Michael E. Haylon       40,837,898         0               150,582
         Marilyn E. LaMarche     40,838,153         0               150,327
         Philip R. McLoughlin    40,797,618         0               190,862
         James M. Oates          40,818,708         0               169,772
         Donna F. Tuttle         40,838,477         0               150,003
         Ferdinand L.J. Verdonck 40,838,698         0               149,782
         David A. Williams       40,838,367         0               150,113





                                       22
<PAGE>



 Item 6. Exhibits and Reports on Form 8-K

         No items submitted.




                                   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.



August 14, 2000                     /s/ Philip R. McLoughlin
                                    ----------------------------------
                                    Philip R. McLoughlin, Chairman and
                                    Chief Executive Officer


August 14, 2000                     /s/ William R. Moyer
                                    -----------------------------------------
                                    William R. Moyer, Chief Financial Officer




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