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, 1998



                        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)


                        PHOENIX DUFF & PHELPS CORPORATION
                                  (Former name)

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


On October 31, 1998,  the  registrant  had  43,457,971  shares of $.01 par value
common stock outstanding.


<PAGE>


                     PHOENIX INVESTMENT PARTNERS, LTD. AND SUBSIDIARIES

                        Quarter Ended September 30, 1998

                                      Index


PART I   -   FINANCIAL INFORMATION:

                                                                         Page   
  Item 1.  Consolidated Financial Statements:

           Consolidated Condensed Statements of Financial Condition.    3
              September 30, 1998 and December 31, 1997

           Consolidated Statements of Income .......................    4
              Three Months Ended September 30, 1998 and
              Three Months Ended September 30, 1997

           Consolidated Statements of Income .......................    5
              Nine Months Ended September 30, 1998 and
              Nine Months Ended September 30, 1997

           Consolidated Condensed Statements of Cash Flows .........    6
              Nine Months Ended September 30, 1998 and
              Nine Months Ended September 30, 1997

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


  Item 2.  Management's Discussion and Analysis of:

           Results of Operations and Financial Condition............   13

           Liquidity and Capital Resources..........................   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 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,
                                                            1998        1997
Assets
Current Assets
 Cash and cash equivalents                                $  23,121   $ 21,872
 Marketable securities, at market                            16,531     12,000
 Accounts receivable                                         33,627     31,537
 Prepaid expenses and other current assets                    2,992      2,712
                                                          ---------   --------
   Total current assets                                      76,271     68,121

Deferred commissions                                          3,183      3,998
Furniture, equipment and leasehold improvements, net          9,062     10,071
Goodwill and intangible assets, net                         452,376    468,117
Investment in Beutel, Goodman & Company Ltd.                 26,752     29,884
Long-term investments and other assets                       13,098     24,758
                                                          ---------   --------
   Total assets                                           $ 580,742   $604,949
                                                          =========   ========

Liabilities and Stockholders' Equity
Current Liabilities
 Accounts payable and other accrued liabilities           $  31,056   $ 25,742
 Payables to related parties                                  2,025      3,135
 Broker-dealer payable                                        8,173      9,157
 Short-term notes payable                                                5,853
 Current portion of long-term debt                            2,196      2,241
                                                          ---------   --------
   Total current liabilities                                 43,450     46,128

Deferred taxes, net                                          58,114     66,020
Long-term debt, net of current portion                        2,054      2,682
Convertible subordinated debentures                          76,359
Credit facility                                             180,000    185,000
Lease obligations and other long-term liabilities             5,058      6,617
                                                          ---------   --------
   Total liabilities                                        365,035    306,447
                                                          ---------   --------

 Minority Interest                                            1,942        976
                                                          ---------   --------

 Series A Convertible Exchangeable Preferred Stock                      78,827
                                                          ---------   --------

Stockholders' Equity
Common stock, $.01 par value, 100,000,000 shares
 authorized, 44,892,833 and 44,295,261 shares issued,
 and 43,645,633 and 43,950,261 shares outstanding               449        444
Additional paid-in capital                                  192,070    188,566
Retained earnings                                            28,731     21,624
Accumulated other comprehensive income                        1,665     10,674
Treasury stock, at cost, 1,247,200 and 345,000 shares        (9,150)    (2,609)
                                                          ---------   --------
   Total stockholders' equity                               213,765    218,699
                                                          ---------   --------
   Total liabilities and stockholders' equity             $ 580,742   $604,949
                                                          =========   ========


              The accompanying notes are an integral part of these statements.

                                       3
<PAGE>


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

                                                               (Unaudited)
                                                Three months ended September 30,
                                                             1998        1997
Revenues
Investment management fees                                 $  49,907  $ 36,565
Mutual funds - ancillary fees                                  6,779     5,152
Other income and fees                                            689       532
                                                           ---------  --------
   Total revenues                                             57,375    42,249
                                                           ---------  --------

Operating Expenses
Employment expenses                                           22,239    18,730
Other operating expenses                                      14,026     9,708
Depreciation and amortization of
  leasehold improvements                                         976       697
Amortization of goodwill and intangible assets                 5,523     3,672
Amortization of deferred commissions                             390          
                                                           ---------  --------
   Total operating expenses                                   43,154    32,807
                                                           ---------  --------

Operating Income                                              14,221     9,442
                                                           ---------  --------

Equity in Earnings of Unconsolidated Affiliates                  622     1,011
                                                           ---------  --------

Other (Expense) Income - Net                                    (308)      324
                                                           ---------  --------

Interest (Expense) Income - Net
Interest expense                                              (3,978)   (1,505)
Interest income                                                  361       776
                                                           ---------  --------
  Total interest expense - net                                (3,617)     (729)
                                                           ---------  --------

Income to Minority Interest                                     (655)     (290)
                                                           ---------  --------

Income Before Income Taxes                                    10,263     9,758
Provision for income taxes                                     4,517     3,676
                                                           ---------  --------
Net Income                                                     5,746     6,082

Other Comprehensive (Loss) Income, Net of Tax
Foreign currency translation adjustment                         (658)      (40)
Unrealized (losses)gains on securities available-for-sale     (5,275)    3,041
   Total other comprehensive (loss) income                    (5,933)    3,001
                                                           ---------  --------
Comprehensive (Loss) Income                                $    (187) $  9,083
                                                           =========  ========

Net Income                                                 $   5,746  $  6,082
Series A preferred stock dividends                                       1,188
                                                           ---------  --------
Income available to common stockholders                    $   5,746  $  4,894
                                                           =========  ========


Weighted average shares outstanding
   Basic                                                      44,164    44,090
   Diluted                                                    54,000    44,696

Earnings per share
   Basic                                                   $     .13  $    .11
   Diluted                                                 $     .12  $    .11




              The accompanying notes are an integral part of these statements.


                                       4
<PAGE>



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

                                                                (Unaudited)
                                                 Nine months ended September 30,
                                                             1998        1997
Revenues
Investment management fees                                 $ 144,345  $ 92,248
Mutual funds - ancillary fees                                 19,401    16,304
Other income and fees                                          2,068     2,758
                                                           ---------  --------
   Total revenues                                            165,814   111,310
                                                           ---------  --------

Operating Expenses
Employment expenses                                           67,259    49,484
Other operating expenses                                      40,409    26,760
Restructuring charges                                            366
Depreciation and amortization of
  leasehold improvements                                       2,849     1,944
Amortization of goodwill and intangible assets                16,536     8,403
Amortization of deferred commissions                             995     2,836
                                                           ---------  --------
   Total operating expenses                                  128,414    89,427
                                                           ---------  --------

Operating Income                                              37,400    21,883
                                                           ---------  --------

Equity in Earnings of Unconsolidated Affiliates                2,677       657
                                                           ---------  --------

Other Income - Net                                               290       107
                                                           ---------  --------

Gain on Sale                                                             6,907

Interest (Expense) Income - Net
Interest expense                                             (10,876)   (1,954)
Interest income                                                1,228     1,399
                                                           ---------  --------
  Total interest expense - net                                (9,648)     (555)
                                                           ---------  --------

Income to Minority Interest                                   (1,608)     (290)
                                                           ---------  --------

Income Before Income Taxes                                    29,111    28,709
Provision for income taxes                                    12,809    11,541
                                                           ---------  --------
Net Income                                                    16,302    17,168

Other Comprehensive Income, Net of Tax
Foreign currency translation adjustment                       (1,169)     (171)
Unrealized (losses) gains on securities available-for-sale    (7,840)    8,025
   Total other comprehensive (loss) income                    (9,009)    7,854
                                                           ---------  --------
Comprehensive Income                                       $   7,293  $ 25,022
                                                           =========  ========

Net Income                                                 $  16,302  $ 17,168
Series A preferred stock dividends                             1,223     3,562
                                                           ---------  --------
Income available to common stockholders                    $  15,079  $ 13,606
                                                           =========  ========


Weighted average shares outstanding
   Basic                                                      44,142    44,076
   Diluted                                                    54,116    44,555

Earnings per share
   Basic                                                   $     .34  $    .31
   Diluted                                                 $     .33  $    .31


              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,
                                                            1998         1997
Cash Flows from Operating Activities:
  Net income                                             $ 16,302      $17,168
   Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization of
      leasehold improvements                                2,849        1,944
    Amortization of goodwill and intangible assets         16,536        8,403
    Amortization of deferred commissions asset                995        2,836
    Income to minority interest                             1,608          290
    Equity in earnings of unconsolidated
      affiliates, net of dividends                          1,075        1,928
    Payments of deferred commissions                         (180)      (4,444)
    Gain on sale of deferred commissions asset                          (6,907)
    Changes in other operating assets                      (1,330)        (552)
    Changes in other operating liabilities                    510         (133)
                                                         --------      -------
   Net cash provided by operating activities               38,365       20,533
                                                         --------      -------

Cash Flows from Investing Activities:
  Purchase of subsidiaries, net of cash acquired           (6,647)    (179,075)
  Capital expenditures, net                                (1,841)      (1,726)
  Purchase of long-term investments                        (2,335)      (2,220)
  Other investing activities                               (4,840)       3,946
  Distributions to minority interests                        (643)
  Proceeds from sale of deferred commissions asset                      26,015
  Proceeds from long-term investments                                   11,246
                                                         --------      -------
   Net cash used in investing activities                  (16,306)    (141,814)
                                                         --------     --------

Cash Flows from Financing Activities:
  (Repayment) borrowing of debt, net                       (5,674)     168,833
  Dividends paid                                           (9,472)     (11,496)
  Stock repurchases                                        (6,541)      (1,550)
  Proceeds from issuance of stock                             877        1,653
  Other financing activities                                              (140)
                                                         ---------     -------
   Net cash (used in) provided by financing activities    (20,810)     157,300
                                                         --------      -------

Net increase in cash and cash equivalents                   1,249       36,019
Cash and cash equivalents, beginning of period             21,872       22,466
                                                         --------      -------

Cash and Cash Equivalents, End of Period                 $ 23,121      $58,485
                                                         ========      =======

Supplemental Cash Flow Information:
  Interest paid                                          $  10,896     $   933
  Income taxes paid                                      $  15,565     $ 5,370




               The accompanying notes are an integral part of these statements.


                                       6
<PAGE>


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

1. Basis of Presentation

   The  unaudited   consolidated  financial  statements  of  Phoenix  Investment
   Partners, Ltd. and subsidiaries (PXP or the Company), formerly Phoenix Duff &
   Phelps Corporation, 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,  1997.  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. 130,
   "Reporting  Comprehensive  Income,"  as of January 1,  1998.  This  statement
   establishes  standards for the reporting and display of comprehensive  income
   and its  components  in a full set of financial  statements.  This  statement
   defines  the  components  of  comprehensive  income as those  items that were
   previously  reported  only as components of equity and were excluded from the
   Statement of Income. (See Note 6.)

   SFAS No.  131,  "Disclosures  about  Segments  of an  Enterprise  and Related
   Information,"  is effective  for fiscal years  beginning  after  December 15,
   1997.  This statement  requires the disclosure of different types of business
   activities and economic  environments  of an enterprise,  as they relate to a
   specific  segment.  These disclosures are not required for interim periods in
   the initial year.

   As the above statements only address  financial  statement  disclosure,  they
   have no impact on PXP's financial results.

3. Acquisitions

   On  July  27,  1998,  PXP  completed  its  purchase  of a 74.9%  interest  in
   GMG/Seneca  Capital  Management L.P. for $.7 million,  a transaction that was
   contemplated  at the time of the GMG/Seneca  Capital  Management LLC (Seneca)
   acquisition.

4. Pro Forma Results

   On  July  17,  1997,  PXP  acquired  a  74.9%  interest  in  Seneca,   a  San
   Francisco-based  investment  advisor,  for  approximately  $37.5 million.  On
   September 3, 1997,  PXP acquired  Pasadena  Capital  Corporation  (PCC),  the
   parent company of Roger Engemann & Associates, Inc., for approximately $214.0
   million.  Since PXP's third quarter 1997 financial  statements do not reflect
   the  operations of PCC and Seneca for the full quarter,  management  believes
   that, for  comparative  purposes,  the most  meaningful  presentation of 1997
   financial results is on a pro forma basis.

   The  following  financial  information  for the three and nine  months  ended
   September 30, 1998 reflects actual results. The following pro forma financial
   information for the three and nine months ended September 30, 1997 is derived
   from the historical  financial  statements of PXP, PCC and Seneca,  and gives
   effect to the  acquisitions of PCC and a majority  interest in Seneca by PXP.
   The  pro  forma  financial  information  has  been  prepared  assuming  these
   acquisitions were effected on January 1, 1997 and does not include the actual
   results that would have been  obtained had the  acquisitions  actually  taken
   effect on the aforementioned assumed date.




                                       7
<PAGE>


                                  Three months ended      Nine months ended
                                     September 30,          September 30,
                                  1998         1997       1998        1997
                                  Actual    Pro Forma     Actual   Pro Forma
                                   (in thousands, except per share amounts)

    Revenues                     $57,375     $ 52,756    $165,814   $153,821
                                 -------     --------    --------   --------
    Employment expenses           22,239       22,574     67,259     65,919
    Other operating expenses      15,392       13,006     44,619     42,698
    Amortization of goodwill
      and intangible assets        5,523        5,523     16,536     16,536
                                 -------     --------    -------    -------
    Operating income              14,221       11,653     37,400     28,668
    Other income - net               314        1,284      2,967     13,399
    Interest expense - net        (3,617)      (1,936)    (9,648)    (8,043)
    Income to minority interest     (655)        (360)    (1,608)      (800)
                                 -------     --------    -------    -------
    Income before income taxes    10,263       10,641     29,111     33,224
    Provision for income taxes     4,517        4,875     12,809     14,698
                                 -------     --------    -------    -------
    Net income                   $ 5,746     $  5,766    $16,302    $18,526
                                 =======     ========    =======    =======

    Earnings per share
      Basic                      $   .13     $    .10    $   .34    $   .34
      Diluted                    $   .12     $    .10    $   .33    $   .34

5. Dividends and Other Capital Transactions

   On October 30, 1998,  the Company's  Board of Directors  approved a quarterly
   dividend of $.06 per common share, payable December 10, 1998, to stockholders
   of record on November 27, 1998.

   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.  Holders  of  outstanding
   Preferred Stock as of the exchange date received the $25.00  principal amount
   of the  Debentures in exchange for each share of Preferred  Stock,  including
   unpaid and accrued dividends.  Interest on the Debentures for the period from
   September  10, 1998 through  December 9, 1998 will be payable on December 10,
   1998 to registered holders as of November 20, 1998.

   As of September  30, 1998,  the Company,  in accordance  with the  previously
   announced stock  repurchase  program,  had purchased  1,247,200 shares of PXP
   common stock for a total cost of $9.2 million.




                                       8
<PAGE>


6. Comprehensive Income

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

   Three Months Ended September 30, 1998                      Tax
                                               Before-Tax  (Expense)  Net-of-Tax
                                                 Amount     Benefit     Amount  

    Foreign currency translation adjustment     $ (1,115)   $   457    $  (658)
    Unrealized losses on securities
      available-for-sale:
      Unrealized holding losses arising
       during period                              (8,941)     3,666     (5,275)
                                                --------    -------   --------
    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  
   
    Foreign currency translation adjustment     $ (1,981)   $   812   $ (1,169)
    Unrealized losses on securities
      available-for-sale:
      Unrealized holding losses arising
       during period                             (13,288)     5,448     (7,840)
                                                --------    -------   --------
    Other comprehensive loss                    $(15,269)   $ 6,260   $ (9,009)
                                                ========    =======   ========

    Three Months Ended September 30, 1997                     Tax
                                               Before-Tax  (Expense)  Net-of-Tax
                                                 Amount     Benefit     Amount  
      
    Foreign currency translation adjustment     $    (68)   $    28   $    (40)
    Unrealized gains on securities
      available-for-sale:
      Unrealized holding gains arising
       during period                               5,154     (2,113)     3,041
                                                --------   --------    -------
    Other comprehensive income                  $  5,086   $ (2,085)  $  3,001
                                                ========   ========   ========

    Nine Months Ended September 30, 1997                      Tax
                                               Before-Tax  (Expense)  Net-of-Tax
                                                 Amount     Benefit     Amount 

    Foreign currency translation adjustment     $   (290)   $   119   $   (171)
                                                --------    -------   --------
    Unrealized gains on securities
      available-for-sale:
      Unrealized holding gains arising
       during period                              13,175     (5,402)     7,773
      Plus: reclassification adjustment for
       losses realized in net income                 427       (175)       252
                                                --------    -------     ------
    Net unrealized gains                           13,602     (5,577)    8,025
                                                ---------   --------    ------
    Other comprehensive income                  $  13,312   $ (5,458)  $ 7,854
                                                =========   ========   =======


                                       9
<PAGE>


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

    As of September 30, 1998:                                        Accumulated
                                              Foreign    Unrealized     Other
                                              Currency    Gains on Comprehensive
                                                Items    Securities     Income 

    Balance as of December 31, 1997          $   (1,171) $   11,845  $   10,674
    Current period change                        (1,169)     (7,840)     (9,009)
                                             ----------  ----------- ----------
    Balance as of September 30, 1998         $   (2,340) $    4,005  $    1,665
                                             ==========  ==========  ==========

    As of December 31, 1997:                                         Accumulated
                                              Foreign    Unrealized     Other
                                              Currency    Gains on Comprehensive
                                                Items    Securities     Income 

    Balance as of December 31, 1996          $     (330) $    4,932  $    4,602
    Current period change                          (841)      6,913       6,072
                                             ----------  ----------  ----------
    Balance as of December 31, 1997          $   (1,171) $   11,845  $   10,674
                                             ==========  ==========  ==========

7. Earnings Per Share

   For the periods ended  September  30, 1998 and September 30, 1997,  basic and
   diluted  earnings per share (EPS) were computed 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.  Diluted EPS is computed by dividing net income,
   adjusted for debenture  interest,  net of tax, by the weighted average number
   of common  stock  equivalent  shares  outstanding  for the  period,  with the
   exception that common stock equivalents, and the related earnings effect, are
   ignored in the event of anti-dilution.  Common stock equivalents are computed
   based on  outstanding  stock  options  under the  non-qualified  stock option
   plans, the conversion of the subordinated debentures to common stock, in 1998
   only, and the conversion of preferred stock to common stock.

   The  following  tables  reconcile  PXP's basic  earnings per share to diluted
   earnings per share (in thousands, except per-share amounts):

    Three Months Ended September 30, 1998
                                                          Per-Share
                                         Income       Shares      Amount

    Net income                          $ 5,746
    Less: preferred stock dividends          --

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


                                       10
<PAGE>


    Nine Months Ended September 30, 1998
                                                          Per-Share
                                         Income       Shares      Amount

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

    Three Months Ended September 30, 1997
                                                          Per-Share
                                         Income       Shares      Amount

    Net income                          $ 6,082
    Less: preferred stock dividends       1,188

    Basic EPS
    Income available to common
      stockholders                        4,894       44,090      $  .11
                                                                  ======

    Effect of Dilutive Securities
    Stock options                            --          606
                                        -------       ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 4,894       44,696      $  .11
                                        =======       ======      ======


                                       11
<PAGE>


    Nine Months Ended September 30, 1997
                                                                 Per-Share
                                         Income             Shares      Amount


    Net income                          $ 17,168
    Less: preferred stock dividends       3,562

    Basic EPS
    Income available to common
      stockholders                        13,606      44,076      $  .31
                                                                  ======

    Effect of Dilutive Securities
    Stock options                            --          479
                                        -------       ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 13,606      44,555      $  .31
                                        ========      ======      ======

   In  accordance  with SFAS No. 128, the  computation  of diluted  earnings per
   share and the respective  weighted  average  diluted shares for the three and
   nine months ended  September 30, 1997,  excludes the effect of the conversion
   of the Preferred  Stock since these  securities were  anti-dilutive.  Had the
   Preferred  Stock  not been  anti-dilutive,  the  weighted  average  number of
   diluted  shares for the three and nine months ended  September 30, 1997 would
   have been 54.6 million and 54.4 million, respectively.

8. Subsequent Events

   On July 30, 1998, PXP entered into a definitive  agreement with Toronto-based
   First  International  Asset  Management,  Inc.  to sell PXP's  investment  in
   Beutel,  Goodman & Company Ltd. (BG) for US$57.5 million.  The transaction is
   expected to close by December 31, 1998,  with the  purchase  price  partially
   reduced due to third quarter  financial  market events that affected  certain
   closing conditions in the sales agreement. Available cash from the sale of BG
   will be used to reduce outstanding debt.



                                       12
<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. The original business of PXP's predecessor  company,  Duff &
Phelps Corporation (D&P), which was founded in 1932, was to provide clients with
investment  research on public  utility  companies.  D&P grew by  expanding  its
products and services in areas in which management  believed its core investment
research business provided a competitive  advantage.  D&P's utility research was
expanded over time to include leading industrial and financial companies. As its
capabilities  in  investment  research  grew,  D&P built upon its  reputation to
establish  a  range  of  complementary   financial  services.  D&P  entered  the
institutional  investment management business in 1979, and investment management
grew to  become  D&P's  primary  business.  In 1995,  D&P  merged  with  Phoenix
Securities  Group,  Inc. (PSG), the money management  subsidiary of Phoenix Home
Life  Mutual  Insurance  Company  (PHL).  The merger  between D&P and PSG formed
Phoenix Duff & Phelps  Corporation,  which was renamed PXP in 1998.  In 1996, in
order to better  focus on merging  and  growing  the  retail  and  institutional
investment  management  business,  PXP exited the fee based investment research,
investment banking and financial advisory businesses.

PXP is organized into two lines of business:  retail  investment  management and
institutional  investment  management.  The retail investment management line of
business  provides  investment  management  services  on a  discretionary  basis
(including  administrative services) to retail accounts,  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  investment
management  line of business  provides  discretionary  and  advisory  investment
management   services   primarily  to  corporate   entities  and  multi-employer
retirement  funds,  as well as endowment,  insurance  and other special  purpose
funds, including three closed-end funds.

Investment  management  fees for the  management of  discretionary  accounts are
based on the asset value of the investment  portfolios under  management,  while
fees for advisory accounts are fixed.  Management fee revenues from managing the
PHL general account represent approximately 12.2% of total institutional account
management fee revenue for the nine months ended September 30, 1998. Mutual fund
shares and variable  annuity products are distributed by Phoenix Equity Planning
Corporation  (PEPCO),  a wholly owned  subsidiary of PXP, under sales agreements
with   unaffiliated   national  and  regional   broker-dealers   and   financial
institutions  and  registered   representatives  of  WS  Griffith  &  Co.,  Inc.
(Griffith).  Griffith is a registered broker-dealer subsidiary of PHL engaged in
the retail distribution of mutual funds and variable annuity contracts. Griffith
is currently  one of the largest  sellers of PXP's retail  investment  products,
accounting  for  approximately  5% and 82% of mutual fund and  variable  annuity
product sales,  respectively,  as of September 30, 1998. Through Griffith, PEPCO
obtains the services of approximately 1,240 PHL insurance agents and brokers who
are registered representatives of Griffith.

The following table  summarizes  operating  revenues,  pre-tax income and assets
under  management  by line of  business  as of, and for the nine  months  ended,
September 30, 1998 and 1997, respectively:

                                                          Assets Under
                       Revenues        Pre-Tax Income      Management   
                     1998      1997     1998      1997     1998     1997
                     ----      ----     ----      ----     ----     ----
                    (in thousands)     (in thousands)      (in millions)
Retail            $106,052  $ 67,658  $15,768   $19,790  $18,225  $18,916
Institutional       58,187    42,077   10,949     6,077   29,786   26,246
Other                1,575     1,575    2,394     2,842                  
Total             $165,814  $111,310  $29,111   $28,709  $48,011  $45,162


                                       13
<PAGE>


Results of Operations

Assets Under Management

At September  30, 1998,  PXP had $48.0  billion of assets  under  management,  a
decrease  of $2.5  billion  (5%) from June 30,  1998,  and an  increase  of $2.8
billion (6%) from  September  30, 1997.  The decrease from June 30, 1998 and the
increase  from  September  30, 1997  reflect  the  effects of market  volatility
experienced in the past year.  Since the majority of the Company's  revenues are
earned based upon assets under  management,  this information is important to an
understanding of the business.

                          September 30,  June 30, December 31, September 30,
                              1998        1998        1997        1997  
                                            (in millions)
Retail:
 Open-end Mutual Funds      $  12,474   $  13,867   $  13,001   $  13,371
 Managed Accounts  *            5,751       6,511       5,559       5,545
                            ---------   ---------   ---------   ---------
                               18,225      20,378      18,560      18,916

Institutional:
 Closed-end Funds               3,433       3,380       3,336       3,106
 Institutional Accounts  **    18,035      18,430      16,155      15,969
 PHL General Account            8,318       8,359       8,351       7,171
                            ---------   ---------   ---------   ---------
                               29,786      30,169      27,842      26,246
                            ---------   ---------   ---------   ---------

                            $  48,011   $  50,547   $  46,402   $  45,162
                            =========   =========   =========   =========

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


Three Months Ended September 30, 1998 Compared with Three Months Ended
September 30, 1997 - Historical

Revenues for the three months ended  September 30, 1998 of $57.4 million,  which
includes  $21.3 million for PCC and Seneca,  increased  $15.1 million (36%) from
$42.2  million,  which  includes  $7.6  million  for PCC and Seneca  (which were
purchased on September  3, 1997 and July 17, 1997,  respectively),  for the same
period in 1997.  Excluding the effects of PCC and Seneca, the Company's revenues
for the three  months  ended  September  30, 1998  increased  $1.5  million (4%)
compared to the same period in 1997.

Investment management fees of $49.9 million for the three months ended September
30, 1998,  which  includes  $19.5  million for PCC and Seneca,  increased  $13.3
million (36%) as compared to $36.6 million,  which includes $7.5 million for PCC
and Seneca,  for the same period in 1997.  Management  fees earned from open-end
mutual  funds,  including  institutional  mutual  funds,  decreased $.3 million.
Management fees earned from closed-end  funds,  PHL sponsored  variable  annuity
products, and managed accounts increased $1.3 million primarily as a result of a
$1.0  billion  increase  in  average  assets  under  management  resulting  from
investment  performance.  Managed  accounts  management fees also increased as a
result of new accounts, additional deposits to existing accounts, and investment
performance.   Management  fees  earned  from  managing  PHL's  general  account
increased $.3 million as a result of a $1.2 billion  increase in average  assets
under  management   offset,   in  part,  by  a  change  in  the  fee  structure.
Institutional  accounts  management fees increased $.4 million as a result of an
increase in average  assets under  management  due to new  accounts,  additional
deposits to existing  accounts,  and  investment  performance.  The  addition of
several  new  mutual  funds in the latter  part of 1997 for which the  advisors,
subsidiaries of the Company, agreed to waive or reimburse expenses to the extent
they exceeded limits detailed in the funds' prospectuses,  decreased revenues by
$.4 million.



                                       14
<PAGE>


Mutual  funds -  ancillary  fees of $6.8  million  for the  three  months  ended
September 30, 1998,  which  includes $1.8 million for PCC and Seneca,  increased
$1.6 million (32%) as compared to $5.2 million,  which  includes $.7 million for
PCC and Seneca,  for the same  period in 1997.  Fund  accounting  fees earned on
open-end mutual funds and PHL sponsored  variable annuity products increased $.4
million  primarily as a result of an approved change in the fee structure.  This
change was implemented to reimburse Phoenix Equity Planning  Corporation (PEPCO)
for operating costs related to the  out-sourcing of  substantially  all of PXP's
fund accounting  operations in the first quarter of 1998. Net  distributor  fees
increased $.4 million,  primarily as a result of decreased trailing commissions.
Shareholder service agent fees decreased $.2 million as a result of a decline in
mutual fund shareholder accounts.

Other income and fees of $.7 million for the three months  ended  September  30,
1998,  which  includes $.1 million of  contingent  deferred  sales charge (CDSC)
income from the  Phoenix-Engemann  B share mutual  funds,  increased $.2 million
(30%) as compared to $.5  million  for the same  period in 1997  primarily  as a
result of redemption income on C share mutual funds, which PXP began offering in
late 1997.

Employment  expenses of $22.2  million for the three months ended  September 30,
1998,  which  includes $7.4 million for PCC and Seneca,  increased  $3.5 million
(19%) as compared to $18.7  million,  which  includes  $3.8  million for PCC and
Seneca,  for the same period in 1997. Annual salary  adjustments were offset, in
part,  by a reduction in the number of employees  (primarily  in the  investment
portfolio and sales  management  areas) in the third quarter of 1998 as compared
to the same  period in the prior  year.  Incentive  compensation  increased  $.6
million resulting from improved  performance by several  portfolio  managers and
research  analysts.   The  out-sourcing  of  substantially  all  of  PXP's  fund
accounting operations in the first quarter of 1998 decreased employment expenses
by $.3 million.

Other  operating  expenses of $14.0 million for the three months ended September
30, 1998, which includes $2.5 million for PCC and Seneca, increased $4.3 million
(44%) as compared  to $9.7  million,  which  includes  $1.2  million for PCC and
Seneca,  for the same period in 1997.  Other operating  expenses  increased $1.6
million as a result of payments to a third  party  administrator  related to the
out-sourcing of  substantially  all of PXP's fund  accounting  operations in the
first  quarter of 1998.  Other  operating  expenses  increased  $.6 million as a
result  of   additional   administrative   costs   incurred  on  behalf  of  the
Phoenix-Engemann  and  Phoenix-Seneca  Funds (the  Funds) a portion of which are
recovered by  administrative  fees earned on the Funds.  The use of consultants,
primarily  for  information  technology  purposes,   increased  other  operating
expenses by $.3 million.

Depreciation and amortization of leasehold  improvements of $1.0 million for the
three months ended  September 30, 1998,  which  includes $.2 million for PCC and
Seneca, increased $.3 million (40%) from $.7 million, which includes $.1 million
for PCC and Seneca,  for the same  period in 1997 as a result of capital  assets
purchased since September, 1997.

Amortization  of goodwill  and  intangible  assets of $5.5 million for the three
months ended September 30, 1998 increased $1.9 million (50%) as compared to $3.7
million  for  the  same  period  in  1997  as a  result  of a  full  quarter  of
amortization  of the intangible  assets and goodwill  resulting from the PCC and
Seneca acquisitions being included in 1998.

Amortization  of deferred  commissions of $.4 million for the three months ended
September  30, 1998,  which  relates  entirely to the  Phoenix-Engemann  B share
mutual funds,  decreased $.4 million (100%) as compared to no  amortization  for
the same period in 1997.  This  decrease is the result of the sale of PXP's then
existing  deferred  commissions asset (excluding PCC's) in the second quarter of
1997, which eliminated the amortization charge.

Operating  income of $14.2 million for the three months ended September 30, 1998
increased  $4.8 million (51%) as compared to $9.4 million for the same period in
1997 as a result of the changes discussed above.



                                       15
<PAGE>


Equity in earnings  of  unconsolidated  affiliates  of $.6 million for the three
months ended  September 30, 1998 decreased $.4 million (38%) as compared to $1.0
million  for the same  period  in 1997.  Income  from the  investment  in Beutel
Goodman & Company Ltd. (BG) decreased $.2 million and PXP's share of income from
its joint venture in Inverness/Phoenix  Capital LLC decreased $.3 million. PXP's
share of equity  earnings from Greystone  Financial  Group (GFG) was zero in the
third  quarter of 1998  compared to a $.1 million loss in the second  quarter of
1997.

Other income - net, a loss of $.3 million for the three  months ended  September
30, 1998,  decreased $.6 million  compared to $.3 million of income for the same
period in 1997  primarily  as a result of net  unrealized  losses on  marketable
securities.

Interest  expense - net of $3.6 million for the three months ended September 30,
1998,  which  includes  $.2 million of net  interest  income for PCC and Seneca,
increased  $2.9  million as compared to $.7 million for the same period in 1997,
which includes less than $.1 million of net interest  income for PCC and Seneca.
Interest charges from financing the PCC and Seneca acquisitions resulted in $1.8
million of additional interest offset, in part, by a decrease of $.5 million due
to the elimination of outstanding  debt on a previous credit facility and bridge
loan. The exchange of PXP's preferred  stock for  convertible  debentures in the
second quarter of 1998 resulted in $1.2 million of additional interest expense.
Other interest and dividend income decreased $.6 million.

Income to minority  interest of $.7 million and $.3 million for the three months
ended  September  30,  1998 and  1997,  respectively,  represents  the  minority
shareholders'  interest  in the  equity  earnings  of  Seneca,  which  is  fully
consolidated in the Company's financial statements.

The  effective  tax rate of 44% for the three  months ended  September  30, 1998
increased  from 38% for the same period in 1997.  This increase  represents  the
effect  of  non-deductible   goodwill   amortization   resulting  from  the  PCC
acquisition  offset,  in part,  by a decrease in 1997  resulting  from  benefits
relating to settlements with federal and state authorities.

As a result of the variances  discussed  above,  net income for the three months
ended September 30, 1998 of $5.7 million  decreased $.3 million (6%) compared to
$6.1 million for the third quarter of 1997.

Nine Months Ended September 30, 1998 Compared with Nine Months Ended
September 30, 1997 - Historical

Revenues for the nine months ended September 30, 1998 of $165.8  million,  which
includes  $60.0 million for PCC and Seneca,  increased  $54.5 million (49%) from
$111.3  million,  which  includes $7.6 million for PCC and Seneca,  for the same
period in 1997.  Excluding the effects of PCC and Seneca, the Company's revenues
for the nine  months  ended  September  30, 1998  increased  $2.7  million  (3%)
compared to the same period in 1997.

Investment management fees of $144.3 million for the nine months ended September
30, 1998,  which  includes  $54.6  million for PCC and Seneca,  increased  $52.1
million (56%) as compared to $92.2 million,  which includes $7.5 million for PCC
and Seneca,  for the same period in 1997.  Management  fees earned from open-end
mutual funds,  including  institutional  mutual  funds,  closed-end  funds,  PHL
sponsored variable annuity products, and managed accounts increased $5.3 million
due to  investment  performance  and,  to a  lesser  degree,  new  accounts  and
additional deposits to existing accounts.  An increase of $3.8 million is due to
a $1.3  billion  increase in average  assets under  management.  The increase in
average   assets  under   management  is  primarily  the  result  of  investment
performance  in the first half of 1998.  Management  fees earned  from  managing
PHL's  general  account  increased  $.8  million  as a result of a $1.4  billion
increase in average assets under management  offset, in part, by a change in the
fee  structure.  Institutional  accounts  management  fees decreased $.2 million
primarily due to a decrease in the average  blended basis points  earned.  Funds
under reimbursement,  a reduction to revenues,  increased $1.2 million primarily
due to the  addition of several new mutual  funds in the latter part of 1997 for
which the advisors,  subsidiaries  of the Company,  agreed to waive or reimburse
expenses to the extent they exceeded limits detailed in the funds' prospectuses.


                                       16
<PAGE>


Mutual  funds -  ancillary  fees of  $19.4  million  for the nine  months  ended
September 30, 1998,  which  includes $5.4 million for PCC and Seneca,  increased
$3.1 million (19%) as compared to $16.3 million,  which includes $.7 million for
PCC for the same period in 1997.  Fund accounting fees earned on open-end mutual
funds  and PHL  sponsored  variable  annuity  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 to reimburse
PEPCO  for  additional  administrative  costs  related  to the  out-sourcing  of
substantially  all of PXP's fund  accounting  operations in the first quarter of
1998. Net distributor  fees decreased $2.3 million  primarily as a result of the
sale of the then existing  deferred  commissions asset (excluding PCC's) in June
of 1997.  Shareholder  service agent fees  decreased $.5 million  primarily as a
result of a decline in mutual fund shareholder accounts.

Other income and fees of $2.1 million for the nine months  ended  September  30,
1998,  which  includes  $.5 million of CDSC income from the  Phoenix-Engemann  B
share mutual  funds,  decreased  $.7 million  (25%) as compared to $2.8 million,
which  includes  $.1 million for PCC and Seneca,  for the same period in 1997. A
decrease of $1.2 million is due to reduced CDSC income  resulting  from the sale
of the Company's deferred commissions asset, excluding PCC's.  Redemption income
on C shares increased other income and fees by $.1 million.

Employment  expenses of $67.3  million for the nine months ended  September  30,
1998,  which includes $20.7 million for PCC and Seneca,  increased $17.8 million
(36%) as compared to $49.5  million,  which  includes  $3.8  million for PCC and
Seneca,  for the same period in 1997. Annual salary  adjustments were offset, in
part,  by a reduction in the number of employees  (primarily  in the  investment
portfolio  and sales  management  areas) as  compared  to the same period in the
prior  year.  Incentive  compensation  increased  $2.6  million  resulting  from
improved  performance by several portfolio managers and research  analysts.  The
resignation  and  retirement  of two key  executives  in the first  half of 1997
decreased employment expenses by $.6 million in the first nine months of 1998.

Other  operating  expenses of $40.4 million for the nine months ended  September
30,  1998,  which  includes  $7.7  million for PCC and Seneca,  increased  $13.6
million (51%) as compared to $26.8 million,  which includes $1.2 million for PCC
and Seneca, for the same period in 1997. Other operating expenses increased $3.6
million as a result of payments to a third  party  administrator  related to the
out-sourcing of  substantially  all of PXP's fund  accounting  operations in the
first quarter of 1998. Other administrative expenses increased $2.5 million as a
result  of   additional   administrative   costs   incurred  on  behalf  of  the
Phoenix-Engemann  and  Phoenix-Seneca  Funds (the Funds), a portion of which are
recovered by  administrative  fees earned on the Funds.  The use of consultants,
primarily  for  information  technology  purposes,   increased  other  operating
expenses by $1.1  million.  A one-time  loss of $.6 million was  recorded in the
second quarter of 1997 relating to the sub-lease of certain office space.

Restructuring  charges of $.4 million for the nine months  ended  September  30,
1998 are the result of the Company's decision to out-source substantially all of
its fund accounting operations effective in the first quarter of 1998.

Depreciation and amortization of leasehold  improvements of $2.8 million for the
nine months ended  September  30, 1998,  which  includes $.5 million for PCC and
Seneca,  increased  $.9 million  (46%) from $1.9  million,  which  includes  $.1
million for PCC and Seneca, for the same period in 1997 primarily as a result of
capital assets purchased since September, 1997.

Amortization  of goodwill and  intangible  assets of $16.5  million for the nine
months ended September 30, 1998 increased $8.1 million (97%) as compared to $8.4
million  for the same  period  in 1997 as a result  of the  amortization  of the
intangible  assets and goodwill  identified in the purchase price allocations of
PCC and Seneca.


                                       17
<PAGE>


Amortization  of deferred  commissions of $1.0 million for the nine months ended
September  30, 1998,  which  relates  entirely to the  Phoenix-Engemann  B share
mutual funds,  decreased  $1.8 million (65%) as compared to $2.8 million for the
same  period in 1997  primarily  as a result of the sale of PXP's then  existing
deferred  commissions  asset  (excluding  PCC's) in the second  quarter of 1997,
which eliminated the amortization charge.

Operating  income of $37.4 million for the nine months ended  September 30, 1998
increased  $15.5  million (71%) as compared to $21.9 million for the same period
in 1997 as a result of the changes discussed above.

Equity in earnings of  unconsolidated  affiliates  of $2.7  million for the nine
months  ended  September  30,  1998  increased  $2.0  million as compared to $.7
million for the same period in 1997.  PXP  recorded a $1.5  million loss in 1997
related to the  liquidation  of Windy City CBO Partners,  L.P.  (WCCBO) in early
1997. PXP's share of equity earnings from GFG was zero for the nine months ended
September  30, 1998  compared to a $.6  million  loss for the nine months  ended
September  30, 1997.  Income from the  investment  in BG decreased  $.2 million,
while PXP's share of income from its joint venture in Inverness/Phoenix  Capital
LLC decreased  $.3 million from $.3 million for the nine months ended  September
30, 1997.

Other income - net of $.3 million for the nine months ended  September  30, 1998
increased $.2 million as compared to $.1 million for the same period in 1997.

In the second quarter of 1997, a $6.9 million  non-recurring gain was recognized
on the sale of the Company's deferred commissions asset, excluding PCC's.

Interest  expense - net of $9.6 million for the nine months ended  September 30,
1998,  which  includes  $.4 million of net  interest  income for PCC and Seneca,
increased  $9.1  million as compared to $.5 million for the same period in 1997.
Interest charges from financing the PCC and Seneca acquisitions resulted in $7.7
million of  additional  interest  offset,  in part,  by a decrease  in  interest
expense of $1.0 million due to the elimination of outstanding debt on a previous
credit  facility and a bridge loan.  The exchange of PXP's  preferred  stock for
convertible debentures in the second quarter of 1998 resulted in $2.3 million of
additional  interest  expense.  Other interest and dividend income decreased $.5
million.

Income to minority  interest of $1.6 million and $.3 million for the nine months
ended  September  30,  1998 and  1997,  respectively,  represents  the  minority
shareholders'  interest  in the  equity  earnings  of  Seneca,  which  is  fully
consolidated in the Company's financial statements.

The  effective  tax rate of 44% for the nine  months  ended  September  30, 1998
increased  from 40% for the same period in 1997.  This increase  represents  the
effect  of  non-deductible   goodwill   amortization   resulting  from  the  PCC
acquisition.

As a result of the  variances  discussed  above,  net income for the nine months
ended September 30, 1998 of $16.3 million decreased $.9 million (5%) compared to
$17.2 million for the nine months ended September 30, 1997.




                                       18
<PAGE>


Three Months Ended September 30, 1998 Compared with Pro Forma Three Months Ended
September 30, 1997 (see Note 4)

Revenues  of $57.4  million  for the  three  months  ended  September  30,  1998
increased  $4.6 million (9%) as compared to pro forma $52.8 million for the same
period in 1997.

Investment management fees of $49.9 million for the three months ended September
30, 1998  increased $3.9 million (9%) from pro forma $ 46.0 million for the same
period in 1997.  Management  fees earned from open-end  mutual funds,  including
institutional  mutual funds,  closed-end  funds, PHL sponsored  variable annuity
products, and managed accounts increased $2.2 million primarily as a result of a
$.9 billion increase in average assets under management.  The increase in assets
under management is primarily the result of new accounts, additional deposits to
existing  accounts,  and  investment  performance.  Management  fees earned from
managing  PHL's  general  account  increased  $.3  million as a result of a $1.2
billion increase in average assets under management offset, in part, by a change
in the fee  structure.  Institutional  accounts  management  fees increased $2.1
million as a result of an increase in average  assets  under  management  due to
increased market  performance and additional  deposits.  The addition of several
new mutual funds in the latter part of 1997 for which the advisors, subsidiaries
of the  Company,  agreed  to waive or  reimburse  expenses  to the  extent  they
exceeded limits detailed in the funds'  prospectuses,  decreased revenues by $.4
million.

Mutual  funds -  ancillary  fees of $6.8  million  for the  three  months  ended
September  30, 1998  increased  $.5 million (9%) from pro forma $6.3 million for
the same period in 1997. Net distributor fees increased $.3 million primarily as
a result of  decreased  trailing  commissions.  Fund  accounting  fees earned on
open-end mutual funds and PHL sponsored  variable annuity products increased $.4
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  to
reimburse PEPCO for additional  administrative costs related to the out-sourcing
of substantially all of PXP's fund accounting operations in the first quarter of
1998.  Shareholder  service  agent fees  decreased  $.1 million as a result of a
decline in mutual fund shareholder accounts.

Other income and fees of $.7 million for the three months  ended  September  30,
1998  increased $.2 million (30%) from pro forma $.5 million for the same period
in 1997.

Employment  expenses of $22.2  million for the three months ended  September 30,
1998 remained  unchanged  from the same pro forma period in 1997.  Annual salary
adjustments  were  offset,  in part,  by a reduction  in the number of employees
(primarily in the investment  portfolio and sales  management  areas) during the
third  quarter  of 1998 as  compared  to the  same  period  in the  prior  year.
Incentive   compensation  increased  by  $.6  million  resulting  from  improved
performance by several portfolio managers and research analysts.

Other  operating  expenses of $15.4 million for the three months ended September
30, 1998 increased $2.4 million (18%) as compared to pro forma $13.0 million for
the same period in 1997.  Other operating  expenses  increased $1.6 million as a
result  of  charges  paid  to  a  third  party  administrator   related  to  the
out-sourcing of  substantially  all of PXP's fund  accounting  operations in the
first  quarter of 1998.  Other  operating  expenses  increased  $.6 million as a
result of  additional  costs  incurred  on behalf  of the  Phoenix-Engemann  and
Phoenix-Seneca  Funds.  The  use  of  consultants,   primarily  for  information
technology  purposes,   increased  other  operating  expenses  by  $.3  million.
Depreciation  and  amortization  of  leasehold  improvements  increased  by  $.3
million,  as a result of additional  capital assets  purchases since  September,
1997.

Amortization  of goodwill and  intangibles  of $5.5 million for the three months
ended September 30, 1998 was the same as pro forma 1997.



                                       19
<PAGE>


Other income - net of $.3 million for the three months ended  September 30, 1998
decreased  $.9 million as compared to pro forma $1.2 million for the same period
in 1997.  Equity  income  from the  Company's  investment  in BG  decreased  $.2
million.  PXP's share of equity  earnings from GFG was zero in the third quarter
of 1998 compared to a $.1 million loss in the third quarter of 1997, while PXP's
share  of  income  from its  joint  venture  in  Inverness/Phoenix  Capital  LLC
decreased $.3 million. A decrease of $.5 million is due to net unrealized losses
on marketable securities in 1998.

Interest  expense - net of $3.6 million for the three months ended September 30,
1998  increased $1.7 million (87%) as compared to pro forma $1.9 million for the
same period in 1997.  This  increase  is  primarily  from the  exchange of PXP's
preferred stock for convertible  debentures in the second quarter of 1998, which
contributed $1.2 million to interest expense. Other interest and dividend income
decreased $.5 million.

Income to minority  interest of $.7 million for the three months ended September
30, 1998  increased  $.3 million  (82%) as compared to pro forma $.4 million for
the same period in 1997 as a result of Seneca's increased earnings.

Net  income of $5.7  million  for the three  months  ended  September  30,  1998
remained  unchanged  as  compared  to the same pro  forma  period  in 1997.  The
effective  tax rate  decreased to 44% for the three months ended  September  30,
1998 from 45.8% for the same period in 1997.


Nine Months Ended September 30, 1998 Compared with Pro Forma Nine Months Ended
September 30, 1997 (see Note 4)

Revenues  of  $165.8  million  for the nine  months  ended  September  30,  1998
increased  $12.0  million (8%) as compared to pro forma  $153.8  million for the
same period in 1997.

Investment management fees of $144.3 million for the nine months ended September
30, 1998  increased  $19.1 million  (15%) from pro forma $125.2  million for the
same period in 1997. Management fees earned on open-end mutual funds,  including
institutional  mutual  funds,  closed-end  funds,  PHL's  general  account,  PHL
sponsored  variable  annuity  products,  and managed  accounts,  increased $16.8
million due to  increased  average  assets  under  management.  The  increase in
average   assets  under   management  is  primarily  the  result  of  investment
performance in the first half of 1998. Management fees earned from institutional
accounts increased $3.5 million due to increased assets under management offset,
in part, by a decrease in the average  blended basis points earned.  Funds under
reimbursement,  a reduction to revenues, increased $1.2 million primarily due to
the  addition of several  new mutual  funds in the latter part of 1997 for which
the advisors, subsidiaries of the Company, agreed to waive or reimburse expenses
to the extent they exceeded limits detailed in the funds' prospectuses.

Mutual  funds -  ancillary  fees of  $19.4  million  for the nine  months  ended
September 30, 1998 decreased $5.1 million (21%) from pro forma $24.5 million for
the same period in 1997. Net distributor  fees decreased $2.4 million due to the
sale of the deferred  commissions  asset (excluding  PCC's) offset,  in part, by
increased fees earned from the  Phoenix-Engemann  Funds.  Fund  accounting  fees
earned on open-end  mutual funds and PHL  sponsored  variable  annuity  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 to reimburse  PEPCO for additional  administrative  costs related to
the  out-sourcing  of  substantially  all of PXP's fund  accounting  operations.
Shareholder service agent fees decreased $.3 million as a result of a decline in
mutual fund shareholder accounts.

Other income and fees of $2.1 million for the nine months  ended  September  30,
1998  decreased  $2.0  million  (50%) from pro forma $4.1  million  for the same
period in 1997, primarily as a result of the sale of the Company's then existing
deferred commissions asset in June 1997.


                                       20
<PAGE>


Employment  expenses of $67.3  million for the nine months ended  September  30,
1998  increased $1.3 million (2%) as compared to pro forma $65.9 million for the
same period in 1997.  Incentive  compensation  increased $2.6 million  resulting
from improved  performance by several portfolio  managers and research analysts.
The  resignation and retirement of two key executives in the first half of 1997,
decreased  employment  expenses by $.6 million.  Annual salary  adjustments were
offset, in part, by a reduction in the average number of employees (primarily in
the  investment  portfolio and sales  management  areas) as compared to the same
period in the prior year.

Other  operating  expenses of $44.6 million for the nine months ended  September
30, 1998  decreased $1.9 million (4%) as compared to pro forma $42.7 million for
the same period in 1997.  Amortization  of deferred  commissions  decreased $3.1
million  as a  result  of the  sale  of the  Company's  then  existing  deferred
commissions  asset,  excluding PCC's, in September 1997. The use of consultants,
primarily  for  information  technology  purposes,   increased  other  operating
expenses by $1.1 million.  Other operating expenses increased by $3.6 million as
a result of payments to a third party administrator  related to the out-sourcing
of substantially all of PXP's fund accounting operations in the first quarter of
1998. The Company incurred $.4 million in  restructuring  charges as a result of
this  out-sourcing.  Depreciation  and  amortization  of leasehold  improvements
increased  by $.3  million.  A one-time  loss of $.6 million was recorded in the
second quarter of 1997 relating to the sub-lease of certain office space.

Amortization  of goodwill and  intangibles  of $16.5 million for the nine months
ended September 30, 1998 was the same as pro forma 1997.

Other income - net of $3.0 million for the nine months ended  September 30, 1998
decreased  $10.4  million  (78%) as compared to pro forma $13.4  million for the
same period in 1997. A $6.9 million  non-recurring  gain was  recognized  on the
sale of the Company's deferred commissions asset, excluding PCC's, in the second
quarter of 1997. A non-recurring gain of $5.0 million was realized in the second
quarter of 1997 by PCC from the sale of its  investment in its own mutual funds.
PXP recorded a $1.5 million loss in 1997 related to the  liquidation of WCCBO in
early 1997.  Equity  income from the  Company's  investment  in BG increased $.2
million, while PXP's share of income from its joint venture in Inverness/Phoenix
LLC Capital  decreased  $.3 million  from $.3 million for the nine months  ended
September  30, 1997.  PXP's share of equity  earnings  from GFG was zero for the
nine months ended September 30, 1998 compared to a $.6 million loss for the same
period in 1997.

Interest  expense - net of $9.6 million for the nine months ended  September 30,
1998  increased $1.6 million (20%) as compared to pro forma $8.0 million for the
same period in 1997  primarily  from the exchange of PXP's  preferred  stock for
convertible  debentures in the second  quarter of 1998,  which  resulted in $2.2
million of additional  interest expense.  Interest expense decreased $.7 million
due to the elimination of outstanding debt on a previous credit facility.

Income to minority  interest of $1.6 million for the nine months ended September
30, 1998  increased $.8 million  (100%) as compared to pro forma $.8 million for
the same period in 1997 as a result of Seneca's increased earnings.

Net  income of $16.3  million  for the nine  months  ended  September  30,  1998
decreased $2.2 million (12%) as compared to pro forma $18.5 million for the same
period  in  1997,as a result  of the  above.  The  effective  tax rate  remained
unchanged at 44%.



                                       21
<PAGE>


Liquidity and Capital Resources

The  Company's  business  is not  considered  to be capital  intensive.  Working
capital  requirements  for  the  Company  have  historically  been  provided  by
operating cash flows. 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  assets are primarily  liquid in nature and are not  significantly
affected by inflation. The effects of inflation may result in increased employee
compensation,  occupancy costs,  and promotional  costs. An increase in interest
rates or a substantial decline in the value of fixed income or equity securities
which causes a  significant  decline in the net asset value of the funds managed
by the Company  would  adversely  affect the Company's  financial  condition and
results of operations.

The Company's current capital structure,  as of November 10, 1998, includes 43.5
million shares of common stock and $76.4 million of 6% Convertible  Subordinated
Debentures with a principal value of $25.00 per debenture. The current quarterly
dividend  rate on common stock is $.06 per share.  If the dividend  rate remains
constant  for  1998,  the  total  annual  dividend  on  common  stock  would  be
approximately $10.5 million based upon shares outstanding at September 30, 1998.
The total  annual  interest  expense on the  debentures  based  upon  debentures
outstanding  at  September  30, 1998,  at an interest  rate of 6%, would be $4.6
million.

The Company has an agreement  with a consortium  of banks  providing  for a $200
million five year credit facility,  with no required principal  repayments prior
to maturity in August 2002. The outstanding obligation under the credit facility
at September 30, 1998 was $180 million. An interest rate of approximately 6% was
in effect on this  borrowing as of  September  30,  1998.  The credit  agreement
contains financial and operating  covenants  including,  among other provisions,
requirements  that the Company  maintain  certain  financial  ratios and satisfy
certain financial tests, restrictions on the ability to incur indebtedness,  and
limitations on the amount of the Company's  capital  expenditures.  At September
30, 1998,  the Company was in  compliance  with all  covenants  contained in the
credit  agreement.  The Company  believes that funds from operations and amounts
available  under the credit  facility  will provide  adequate  liquidity for the
foreseeable future.

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


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,  it has been determined that the Company will be
required  to modify or replace  portions of its  software  so that its  computer
systems  will  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.  It is  anticipated  that 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
has  created a Year 2000  Project  Office to address  the Year 2000  Issue.  The
assessment  and  inventory  phases of the project are  virtually  complete.  The
remediation and testing phases are underway and the  contingency  planning phase
will commence in the fourth quarter of 1998.




                                       22
<PAGE>


The  Company  has  initiated  formal  communications  with  all of its  software
vendors,  service providers and information providers to determine the extent to
which the Company is  vulnerable  to those third  parties'  failure to remediate
their own Year 2000  Issue.  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 significantly  adversely
affected.

The Company will utilize internal resources to reprogram,  or replace,  and test
the software  for Year 2000  modifications.  Certain  systems are already in the
process of being  converted  due to previous  Company  initiatives.  The Company
plans to complete the remediation phase of the Year 2000 project by February 28,
1999 and the  testing  phase by June 30,  1999.  The total cost of the Year 2000
project is estimated at $5.5 million and is being funded through  operating cash
flows,  which will be expensed as incurred over the next two years. To date, the
Company has incurred approximately $1.8 million related to the assessment of its
Year 2000 project,  and the  development  of a Year 2000 plan,  remediation  and
testing.  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  and   the  timely  consummation  of  the  BG
transaction;   the   investment   management  industry is extremely competitive;
several   competitors   are   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.




                                       23
<PAGE>


PART II. Other Information

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

         No items submitted.


 Item 6. Exhibits and Reports on Form 8-K

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

         No items filed.


     (b) Reports on Form 8-K.

         No items filed.




                                       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 11, 1998                   /s/ Philip R. McLoughlin      
                                    ------------------------------
                                    Philip R. McLoughlin, Chairman and
                                    Chief Executive Officer


November 11, 1998                   /s/ William R. Moyer          
                                    ------------------------------
                                    William R. Moyer, Chief Financial Officer





                                       25