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, 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 July 31, 1998, the registrant had 44,261,832  shares of $.01 par value common
stock outstanding.



                                      
<PAGE>



               PHOENIX INVESTMENT PARTNERS, LTD. AND SUBSIDIARIES

                           Quarter Ended June 30, 1998

                                      Index


PART I   -   FINANCIAL INFORMATION:

                                                                       Page
  Item 1.  Consolidated Financial Statements:

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

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

           Consolidated Statements of Income .......................    5
              Six Months Ended June 30, 1998 and
              Six Months Ended June 30, 1997

           Consolidated Condensed Statements of Cash Flows .........    6
              Six Months Ended June 30, 1998 and
              Six Months Ended June 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..........................   21

           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.........................   25

  Signatures........................................................   26







                                       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,
                                                              1998       1997
Assets
Current Assets
 Cash and cash equivalents                                 $  17,979  $ 21,872
 Marketable securities, at market                             12,874    12,000
 Accounts receivable                                          35,056    31,537
 Prepaid expenses and other current assets                     2,632     2,712
                                                           ---------  --------
   Total current assets                                       68,541    68,121

Deferred commissions                                           3,573     3,998
Furniture, equipment and leasehold improvements, net           9,679    10,071
Goodwill and intangible assets, net                          457,163   468,117
Investment in Beutel, Goodman & Company Ltd.                  28,633    29,884
Long-term investments and other assets                        20,384    24,758
                                                           ---------  --------
   Total assets                                            $ 587,973  $604,949
                                                           =========  ========

Liabilities and Stockholders' Equity
Current Liabilities
 Accounts payable and other accrued liabilities            $  24,562  $ 25,742
 Payables to related parties                                   4,394     3,135
 Broker-dealer payable                                         9,066     9,157
 Short-term notes payable                                                5,853
 Current portion of long-term debt                             2,271     2,241
                                                           ---------  --------
   Total current liabilities                                  40,293    46,128

Deferred taxes, net                                           61,131    66,020
Long-term debt, net of current portion                         2,207     2,682
Convertible subordinated debentures                           76,359
Credit facility                                              180,000   185,000
Lease obligations and other long-term liabilities              5,732     6,617
                                                           ---------  --------
   Total liabilities                                         365,722   306,447
                                                           ---------  --------

Minority Interest                                              1,286       976
                                                           ---------  --------

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

Stockholders' Equity
Common stock, $.01 par value, 100,000,000 shares
 authorized, 44,837,082 and 44,295,261 shares issued,
 and 44,248,082 and 43,950,261 shares outstanding                448       444
Additional paid-in capital                                   191,870   188,566
Retained earnings                                             25,659    21,624
Accumulated other comprehensive income                         7,598    10,674
Treasury stock, at cost, 589,000 and 345,000 shares           (4,610)   (2,609)
                                                           ---------  --------
   Total stockholders' equity                                220,965   218,699
                                                           ---------  --------
   Total liabilities and stockholders' equity              $ 587,973  $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 June 30,
                                                             1998        1997
Revenues
Investment management fees                                 $  48,784  $ 26,839
Mutual funds - ancillary fees                                  6,468     5,331
Other income and fees                                            730     1,005
                                                           ---------  --------
   Total revenues                                             55,982    33,175
                                                           ---------  --------

Operating Expenses
Employment expenses                                           22,289    15,257
Other operating expenses                                      14,859     8,852
Restructuring charges                                            198
Depreciation and amortization of
  leasehold improvements                                         960       606
Amortization of goodwill and intangible assets                 5,509     2,366
Amortization of deferred commissions                             265     1,134
                                                           ---------  --------
   Total operating expenses                                   44,080    28,215
                                                           ---------  --------

Operating Income                                              11,902     4,960
                                                           ---------  --------

Equity in Earnings of Unconsolidated Affiliates                1,126       580
                                                           ---------  --------

Other Income - Net                                                83        12
                                                           ---------  --------

Gain on Sale                                                             6,907

Interest (Expense) Income - Net
Interest expense                                              (3,946)     (209)
Interest income                                                  472       330
                                                           ---------  --------
   Total interest (expense) income - net                      (3,474)      121
                                                           ---------  --------

Income to Minority Interest                                     (465)

Income Before Income Taxes                                     9,172    12,580
Provision for income taxes                                     4,041     5,253
                                                           ---------  --------
Net Income                                                     5,131     7,327

Other Comprehensive Income, Net of Tax
Foreign currency translation adjustment                         (703)       66
Unrealized (losses) gains on securities available-for-sale    (2,130)    4,507
   Total other comprehensive income                           (2,833)    4,573
                                                           ---------  --------
Comprehensive Income                                       $   2,298  $ 11,900
                                                           =========  ========

Net Income                                                 $   5,131  $  7,327
Series A preferred stock dividends                                34     1,189
                                                           ---------  --------
Income available to common stockholders                    $   5,097  $  6,138
                                                           =========  ========


Weighted average shares outstanding
   Basic                                                      44,321    44,084
   Diluted                                                    54,497    54,254

Earnings per share
   Basic                                                   $     .12  $    .14
   Diluted                                                 $     .11  $    .14


        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,
                                                             1998        1997
Revenues
Investment management fees                                 $  94,438  $ 55,683
Mutual funds - ancillary fees                                 12,622    11,152
Other income and fees                                          1,379     2,226
                                                           ---------  --------
   Total revenues                                            108,439    69,061
                                                           ---------  --------

Operating Expenses
Employment expenses                                           45,020    30,754
Other operating expenses                                      26,383    17,052
Restructuring charges                                            366
Depreciation and amortization of
  leasehold improvements                                       1,873     1,247
Amortization of goodwill and intangible assets                11,013     4,731
Amortization of deferred commissions                             605     2,836
                                                           ---------  --------
   Total operating expenses                                   85,260    56,620
                                                           ---------  --------

Operating Income                                              23,179    12,441
                                                           ---------  --------

Equity in Earnings of Unconsolidated Affiliates                2,055      (354)
                                                           ---------  --------

Other Income (Expense) - Net                                     598      (217)
                                                           ---------  --------

Gain on Sale                                                             6,907

Interest (Expense) Income - Net
Interest expense                                              (6,898)     (449)
Interest income                                                  867       623
                                                           ---------  --------
   Total interest (expense) income - net                      (6,031)      174
                                                           ---------  --------

Income to Minority Interest                                     (953)

Income Before Income Taxes                                    18,848    18,951
Provision for income taxes                                     8,292     7,865
                                                           ---------  --------
Net Income                                                    10,556    11,086

Other Comprehensive Income, Net of Tax
Foreign currency translation adjustment                         (511)     (131)
Unrealized (losses) gains on securities available-for-sale    (2,565)    4,984
   Total other comprehensive income                           (3,076)    4,853
                                                           ---------  --------
Comprehensive Income                                       $   7,480  $ 15,939
                                                           =========  ========

Net Income                                                 $  10,556  $ 11,086
Series A preferred stock dividends                             1,223     2,374
                                                           ---------  --------
Income available to common stockholders                    $   9,333  $  8,712
                                                           =========  ========


Weighted average shares outstanding
   Basic                                                      44,132    44,070
   Diluted                                                    54,162    44,479

Earnings per share
   Basic                                                   $     .21  $    .20
   Diluted                                                 $     .21  $    .20


        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,
                                                             1998        1997
Cash Flows from Operating Activities:
  Net income                                             $ 10,556      $11,086
   Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization of
      leasehold improvements                                1,873        1,247
    Amortization of goodwill and intangible assets         11,013        4,731
    Amortization of deferred commissions                      605        2,836
    Income to minority interest                               953
    Equity in earnings of unconsolidated
      affiliates, net of dividends                            370        1,452
    Payments of deferred commissions                         (180)      (4,279)
    Gain on sale of deferred commissions asset                          (6,907)
    Changes in other operating assets                      (2,991)        (127)
    Changes in other operating liabilities                 (3,596)      (1,599)
                                                         --------      -------
   Net cash provided by operating activities               18,603        8,440
                                                         --------      -------

Cash Flows from Investing Activities:
  Repayment of short-term notes from acquisition           (5,853)
  Capital expenditures, net                                (1,482)      (1,211)
  Distributions to minority interests                        (643)
  Purchase of long-term investments                          (508)      (2,220)
  Other investing activities                                 (883)         443
  Proceeds from sale of deferred commissions asset                      26,015
  Proceeds from long-term investments                                   10,147
                                                         --------      -------
   Net cash (used in) provided by investing activities     (9,369)      33,174
                                                         --------      -------

Cash Flows from Financing Activities:
  Repayment of debt, net                                   (5,446)     (16,500)
  Dividends paid                                           (6,797)      (7,662)
  Stock repurchases                                        (2,002)      (1,550)
  Proceeds from issuance of stock                           1,118        1,653
                                                         --------      -------
   Net cash used in financing activities                  (13,127)     (24,059)
                                                         --------      -------

Net (decrease) increase in cash and cash equivalents       (3,893)      17,555
Cash and cash equivalents, beginning of period             21,872       22,466

Cash and Cash Equivalents, End of Period                 $ 17,979      $40,021
                                                         ========      =======

Supplemental Cash Flow Information:
  Interest paid                                          $   6,809     $   458
  Income taxes paid                                      $  13,140     $ 4,740










          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 5.)

   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. Pro Forma Results

   On July 17,  1997,  PXP  acquired a 74.9%  majority  interest  in  GMG/Seneca
   Capital Management LLC (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 financial statements for
   the second  quarter of 1997 do not reflect the  operations of PCC and Seneca,
   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 six months ended June
   30, 1998  reflects  actual  results for the quarter.  The following pro forma
   financial  information  for the three and six months  ended June 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 reflect the actual
   results that would have been  obtained had the  acquisitions  actually  taken
   effect on the aforementioned assumed date.



                                       7
<PAGE>



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

    Revenues                     $55,982     $ 48,945   $108,439   $101,065
                                 -------     --------   --------   --------
    Employment expenses           22,289       22,300     45,020     43,345
    Other operating expenses      16,282       14,456     29,227     29,692
    Amortization of goodwill
      and intangible assets        5,509        5,509     11,013     11,013
                                 -------     --------   --------   --------
    Operating income              11,902        6,680     23,179     17,015
    Other income - net             1,209       12,526      2,653     11,364
    Interest expense - net        (3,474)      (2,597)    (6,031)    (5,356)
    Income to minority interest     (465)        (150)      (953)      (440)
                                 -------     --------   --------   --------
    Income before income taxes     9,172       16,459     18,848     22,583
    Provision for income taxes     4,041        6,860      8,292      9,823
                                 -------     --------   --------   --------
    Net income                   $ 5,131     $  9,599   $ 10,556   $ 12,760
                                 =======     ========   ========   ========

    Earnings per share
      Basic                      $   .12     $    .19   $    .21    $   .24
      Diluted                    $   .11     $    .18   $    .21    $   .23

4. Dividends and Other Capital Transactions

   On August 6, 1998,  the  Company's  Board of  Directors  approved a quarterly
   dividend  of  $.06  per  common  share,   payable   September  10,  1998,  to
   stockholders of record on August 28, 1998.

   During the first quarter of 1998, PXP's Board of Directors voted to authorize
   the exchange of the 3.2 million shares of  Series A Convertible  Exchangeable
   Preferred Stock (Preferred Stock) for 6% Convertible Subordinated  Debentures
   (Debentures),  due 2015.  The exchange  occurred on April 3, 1998. 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 June 10, 1998  through  September 9, 1998  will be payable on
   September 10, 1998 to registered  holders as of August 20, 1998.

   As of June 30, 1998, the Company, in accordance with the previously announced
   stock repurchase  program,  had purchased  589,000 shares of PXP common stock
   for a total cost of $4.6 million.

5. Comprehensive Income

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

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

    Foreign currency translation adjustment     $ (1,192)   $   489   $   (703)
    Unrealized losses on securities
      available-for-sale:
      Unrealized holding losses arising
       during period                              (3,610)     1,480     (2,130)
                                               --------    -------   --------
    Other comprehensive income                  $ (4,802)   $ 1,969   $ (2,833)
                                                ========    =======   ========




                                       8
<PAGE>



    Six Months Ended June 30, 1998                             Tax
                                               Before-Tax   (Expense) Net-of-Tax
                                                 Amount      Benefit    Amount

    Foreign currency translation adjustment     $   (866)   $    355   $  (511)
    Unrealized losses on securities
      available-for-sale:
      Unrealized holding losses arising
       during period                              (4,347)      1,782    (2,565)
                                                --------    --------   -------
    Other comprehensive income                  $ (5,213)   $  2,137   $(3,076)
                                                ========    ========   =======

    Three Months Ended June 30, 1997                          Tax
                                               Before-Tax   (Expense) Net-of-Tax
                                                 Amount      Benefit    Amount

    Foreign currency translation adjustment     $    112   $     (46)  $    66
    Unrealized gains on securities
      available-for-sale:
      Unrealized holding gains arising
       during period                                7,639     (3,132)    4,507
                                                ---------   --------   -------
    Other comprehensive income                  $   7,751   $ (3,178)  $ 4,573
                                                =========   ========   =======

    Six Months Ended June 30, 1997                             Tax
                                               Before-Tax   (Expense) Net-of-Tax
                                                 Amount      Benefit    Amount

    Foreign currency translation adjustment     $   (222)   $     91   $  (131)
                                                --------    --------   --------
    Unrealized gains on securities
      available-for-sale:
      Unrealized holding gains arising
       during period                               8,020      (3,288)    4,732
      Plus: reclassification adjustment for losses
        realized in net income                       427        (175)      252
                                                ---------   --------   -------
    Net unrealized gains                           8,447      (3,463)    4,984
                                                ---------   --------   -------
    Other comprehensive income                  $  8,225    $ (3,372)  $ 4,853
                                                =========   ========   =======


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

    As of June 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                          (511)     (2,565)     (3,076)
                                             ----------  ----------  ----------
    Balance as of June 30, 1998              $   (1,682) $    9,280  $    7,598
                                             ==========  ==========  ==========


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



                                       9
<PAGE>



6. Earnings Per Share

   For the  periods  ended June 30,  1998 and June 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 June 30, 1998
                                                                Per-Share
                                         Income       Shares      Amount

    Net income                          $ 5,131
    Less: preferred stock dividends          34

    Basic EPS
    Income available to common
      stockholders                        5,097       44,321      $  .12
                                                                  ======

    Effect of Dilutive Securities
    Stock options                                        677
    6% convertible debentures               652        9,499
    Convertible preferred stock              34
                                        -------       ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 5,783       54,497      $  .11
                                        =======       ======      ======

    Six Months Ended June 30, 1998
                                                                 Per-Share
                                         Income       Shares      Amount

    Net income                          $ 10,556
    Less: preferred stock dividends       1,223

    Basic EPS
    Income available to common
      stockholders                        9,333       44,132      $  .21
                                                                  ======

    Effect of Dilutive Securities
    Stock options                                        531
    6% convertible debentures               652        9,499
    Convertible preferred stock           1,223
                                        -------       ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 11,208      54,162      $  .21
                                        ========      ======      ======



                                       10
<PAGE>



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


    Net income                          $ 7,327
    Less: preferred stock dividends       1,189

    Basic EPS
    Income available to common
      stockholders                        6,138       44,084      $  .14
                                                                  ======

    Effect of Dilutive Securities
    Stock options                                        280
    Convertible preferred stock           1,189        9,890
                                        -------       ------

    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 7,327       54,254      $  .14
                                        =======       ======      ======


    Six Months Ended June 30, 1997
                                                                Per-Share
                                         Income       Shares      Amount


    Net income                          $ 11,086
    Less: preferred stock dividends       2,374

    Basic EPS
    Income available to common
      stockholders                        8,712       44,070      $  .20
                                                                  ======

    Effect of Dilutive Securities
    Stock options                                        409
                                        -------       ------
    Diluted EPS
    Income available to common
      stockholders and assumed
      conversions                       $ 8,712       44,479      $  .20
                                        =======       ======      ======

   In  accordance  with SFAS No. 128, the  computation  of diluted  earnings per
   share and the respective  weighted  average diluted shares for the six months
   ended June 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 six
   months ended June 30, 1997 would have been 54.4 million.




                                       11
<PAGE>



7. Subsequent Events

   On July 27, 1998, PXP purchased  GMG/Seneca  Capital  Management L.P. for $.7
   million,  a  transaction  that was  contemplated  at the  time of the  Seneca
   acquisition.

   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. for  US$57.5 million.  As  consideration,  PXP
   will receive $45.0 million in cash and a $12.5 million  three-year  interest-
   bearing note. The  transaction  is  expected to close by  September  30, 1998
   and is subject to Canadian regulatory approval.



                                       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  discretionary  investment  management services to individuals
and  individually  managed account  clients.  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. PXP, through its subsidiaries, provides investment management services on
a discretionary  basis (including  administrative  services) to retail accounts,
consisting  of open-end  mutual  funds and  individually  managed  accounts.  In
addition, PXP provides discretionary and advisory investment management services
to institutional accounts, including three closed-end mutual 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 at fixed rates. A major portion of institutional
account  revenues  is  earned  from  managing  the   general  account  of  PXP's
majority   shareholder,   PHL.   Management  fee  revenues  from  PHL  represent
approximately  12.5% of total  institutional  account management fee revenue for
the six months  ended June 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
74% of mutual fund and variable annuity product sales, respectively,  as of June
30, 1998.  Through  Griffith,  PEPCO obtains the services of more than 1,250 PHL
insurance agents and brokers who are registered representatives of Griffith.

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

                                                          Assets Under
                       Revenues       Pre-Tax Income       Management
                    1998      1997     1998      1997     1998     1997
                             (in thousands)               (in millions)
Retail            $69,987   $42,487  $ 9,002   $15,116  $20,378   $11,969
Institutional      37,402    25,524    7,127     3,088   30,169    22,428
Other               1,050     1,050    2,719       747
                  -------   -------  -------   -------  -------   -------
Total            $108,439   $69,061  $18,848   $18,951  $50,547   $34,397
                 ========   =======  =======   =======  =======   =======



                                       13
<PAGE>



Results of Operations

Assets Under Management

At June 30, 1998, PXP had $50.5 billion of assets under management,  an increase
of $1.2 billion (2.5%) from March 31, 1998, and $16.1 billion  (46.8%) from June
30,  1997.  The  increase  from June 30,  1997 is  primarily  the  result of the
acquisitions of Pasadena Capital  Corporation (PCC), on September 3, 1997, and a
majority interest in Seneca Capital  Management LLC (Seneca),  on July 17, 1997,
which  increased  assets under  management by $12.3 billion as of June 30, 1998.
Since the  revenues of the Company are  substantially  earned  based upon assets
under  management,  this  information  is important to an  understanding  of the
business.

                                                        Historical Pro Forma
                         June 30, March 31, December 31, June 30,   June 30,
                           1998      1998       1997       1997       1997
                                            (in millions)
Retail:
 Open-end Mutual Funds   $ 13,867  $14,085    $ 13,001   $ 11,727  $ 12,604
 Managed Accounts  *        6,511    6,315       5,559        242     5,328
                         --------  -------    --------   --------  --------
                           20,378   20,400      18,560     11,969    17,932

Institutional:
 Closed-end Mutual Funds    3,380    3,373       3,336      3,015     3,015
 Institutional Accounts ** 18,430   17,207      16,155     12,367    16,241
 PHL General Account        8,359    8,324       8,351      7,046     7,046
                         --------  -------    --------   --------  --------
                           30,169   28,904      27,842     22,428    26,302
                         --------  -------    --------   --------  --------

                         $ 50,547  $49,304    $ 46,402   $ 34,397  $ 44,234
                         ========  =======    ========   ========  ========

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


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

Revenues  for the three  months  ended  June 30,  1998 of $56.0  million,  which
includes  $20.5 million for PCC and Seneca,  increased  $22.8 million (69%) from
$33.2  million  for the same  period in 1997.  Excluding  the effects of PCC and
Seneca,  the  Company's  revenues  for the  three  months  ended  June 30,  1998
increased $2.3 million (7%) compared to the same period in 1997.

Investment  management fees of $48.8 million for the three months ended June 30,
1998,  which includes $18.6 million for PCC and Seneca,  increased $21.9 million
(82%) as compared to $26.8 million for the same period in 1997.  Management fees
earned  from  open-end  mutual  funds,  including  institutional  mutual  funds,
increased  $1.5 million,  of which $1.1 million is due to an increase in average
assets under  management  as a result of  investment  performance  in the second
quarter of 1998.  The  remaining  increase is  primarily  due to a change in the
asset mix.  Management fees earned from closed-end  mutual funds,  PHL sponsored
variable annuity products, and managed accounts increased $1.3 million primarily
as a result of an increase in average assets under management, due to investment
performance.   Management  fees  earned  from  managing  PHL's  general  account
increased $.3 million as a result of a $1.5 billion  increase in average  assets
under  management   offset,   in  part,  by  a  change  in  the  fee  structure.
Institutional  accounts  management  fees increased $.3 million as a result of a
change in asset mix, as well as an increase in average assets under  management.
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 $.3 million.



                                       14
<PAGE>



Mutual  funds - ancillary  fees of $6.5  million for the three months ended June
30, 1998,  which includes $1.8 million for PCC,  increased $1.1 million (21%) as
compared  to $5.3  million  for the same period in 1997.  Fund  accounting  fees
earned on open-end  mutual funds and PHL  sponsored  variable  annuity  products
increased  $.3 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  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
decreased  $.8 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 $.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 June 30, 1998,
which  includes $.2 million of  contingent  deferred  sales charge (CDSC) income
from the  Phoenix-Engemann B share mutual funds,  decreased $.3 million (27%) as
compared to $1.0 million for the same period in 1997, due to reduced CDSC income
resulting  from the sale of the  Company's  then existing  deferred  commissions
asset.

Employment  expenses of $22.3  million for the three months ended June 30, 1998,
which includes $6.9 million for PCC and Seneca,  increased $7.0 million (46%) as
compared to $15.3  million for the same period in 1997.  Incentive  compensation
increased $.9 million  resulting from improved  performance by several portfolio
managers  and  research  analysts,  as well as an  increase in  sales-based  and
management  incentives.  The retirement of a key executive in the second quarter
of 1997 decreased employment expenses by $.1 million.  Annual salary adjustments
were offset,  in part, by a reduction in the average number of employees  during
the second quarter of 1998 as compared to the same period in the prior year.

Other  operating  expenses of $14.9  million for the three months ended June 30,
1998,  which  includes $2.4 million for PCC and Seneca,  increased  $6.0 million
(68%) as compared to $8.9 million for the same period in 1997.  Other  operating
expenses  increased  $1.7  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 $1.2 million as a result of additional  administrative  costs incurred
on behalf of PCC and Seneca, a portion of which are recovered by  administrative
fees earned on the Phoenix-Engemann Funds. The use of consultants, primarily for
information  technology  purposes,  increased  other  operating  expenses by $.6
million.  PXP recorded a one-time  loss of $.6 million in the second  quarter of
1997 relating to the sub-lease of certain office space.

Restructuring  charges of $.2 million for the three  months  ended June 30, 1998
represent the final costs  resulting  from 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 $1.0 million for the
three months ended June 30, 1998, which includes $.2 million for PCC and Seneca,
increased  $.4  million  (58%) from $.6 million for the same period in 1997 as a
result of capital assets purchased since June, 1997.

Amortization  of goodwill  and  intangible  assets of $5.5 million for the three
months ended June 30, 1998  increased  $3.1  million  (133%) as compared to $2.4
million  for the same  period  in 1997 as a result  of the  amortization  of the
intangible  assets and goodwill  identified in the  preliminary  purchase  price
allocations of PCC and Seneca.

Amortization  of deferred  commissions of $.3 million for the three months ended
June 30, 1998, which relates entirely to sales of the  Phoenix-Engemann  B share
mutual  funds,  decreased  $.9 million (77%) as compared to $1.1 million for the
same  period in 1997 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 $11.9  million  for the three  months  ended June 30,  1998
increased $6.9 million (140%) as compared to $5.0 million for the same period in
1997 as a result of the changes discussed above.



                                       15
<PAGE>



Equity in earnings of  unconsolidated  affiliates  of $1.1 million for the three
months  ended June 30,  1998  increased  $.5  million  (94%) as  compared to $.6
million  for the same  period  in 1997.  PXP's  share of  equity  earnings  from
Greystone  Financial Group (GFG) was zero in the second quarter of 1998 compared
to a $.2 million loss in the second quarter of 1997.  Income from the investment
in Beutel Goodman & Company Ltd. (BG) increased $.3 million.

Other  income - net of less than $.1 million for the three months ended June 30,
1998, remained essentially unchanged as compared to 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 $3.5 million for the three months ended June 30, 1998,
which includes $.1 million of net interest income for PCC and Seneca,  increased
$3.6  million as  compared  to net  interest  income of $.1 million for the same
period in 1997.  Interest charges from financing the PCC and Seneca acquisitions
resulted in $2.8 million of additional  interest offset,  in part, by a decrease
in interest expense of $.2 million due to the elimination of outstanding debt on
a previous credit facility. The exchange of PXP's preferred stock to convertible
debentures in the second  quarter of 1998 resulted in $1.1 million of additional
interest expense.

Income to minority  interest of $.5 million for the three  months ended June 30,
1998  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 June 30, 1998 increased
from 42% 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 three months
ended  June 30, 1998 of  $5.1  million  decreased $2.2 million (30%) compared to
$7.3 million for the second quarter of 1997.


Six Months Ended June 30, 1998 Compared with Six Months Ended June 30, 1997 -
Historical

Revenues  for the six  months  ended  June 30,  1998 of  $108.4  million,  which
includes  $39.3 million for PCC and Seneca,  increased  $39.4 million (57%) from
$69.1  million  for the same  period in 1997.  Excluding  the effects of PCC and
Seneca,  the Company's  revenues for the six months ended June 30, 1998 remained
essentially unchanged compared to the same period in 1997.

Investment  management  fees of $94.4  million for the six months ended June 30,
1998,  which includes $35.5 million for PCC and Seneca,  increased $38.8 million
(70%) as compared to $55.7 million for the same period in 1997.  Management fees
earned  from  open-end  mutual  funds,  including  institutional  mutual  funds,
closed-end  mutual funds,  PHL sponsored variable  annuity products, and managed
accounts  increased  $4.5  million as a result of an 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 $.6 million as a result of
a $1.5 billion increase in average assets under management offset, in part, by a
change in the fee structure.  Institutional  accounts  management fees decreased
$.7 million  primarily  due to a decrease in the average  blended  basis  points
earned.   Funds  under  reimbursement,  a  reduction to revenues,  increased $.8
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 $12.6 million for the six months ended June 30,
1998,  which  includes  $3.6 million for PCC,  increased  $1.5 million  (13%) as
compared  to $11.2  million for the same period in 1997.  Fund  accounting  fees
earned on open-end  mutual funds and PHL  sponsored  variable  annuity  products
increased  $.7 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 1997. Net distributor fees decreased $2.5 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 $.3 million as
a result of a decline in mutual fund shareholder accounts.

Other  income and fees of $1.4  million for the six months  ended June 30, 1998,
which  includes $.3 million of  CDSC income  from the  Phoenix-Engemann B  share
mutual funds,  decreased  $.8 million (38%) as  compared to $2.2 million for the
same period in 1997,  primarily  due to  reduced  CDSC income resulting from the
sale of the Company's deferred commissions asset.

Employment  expenses of $45.0  million for the six months  ended June 30,  1998,
which includes $13.3 million for PCC and Seneca,  increased  $14.3 million (46%)
as compared to $30.8 million for the same period in 1997. Incentive compensation
increased $1.8 million  resulting from improved performance by several portfolio
managers  and  research  analysts,  as well as an  increase in  sales-based  and
management incentives.  The  resignation  and retirement of two  key  executives
in the first half of 1997, decreased employment expenses in the first six months
of 1998 by $.6 million.   Annual  salary  adjustments were offset, in part, by a
reduction in the  average  number of  employees  as  compared to the same period
in the prior year.

Other  operating  expenses of $26.4  million  for the six months  ended June 30,
1998,  which  includes $5.0 million for PCC and Seneca,  increased  $9.3 million
(55%) as compared to $17.1 million for the same period in 1997.  Other operating
expenses  increased  $2.0  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 $1.6 million as a result of additional  administrative  costs
incurred  on  behalf of PCC and  Seneca,  a portion  of which are  recovered  by
administrative   fees  earned  on  the   Phoenix-Engemann   Funds.  The  use  of
consultants,  primarily for  information  technology  purposes,  increased other
operating  expenses by $.8 million.  PXP recorded a one-time loss of $.6 million
in the second quarter of 1997 relating to the sub-lease of certain office space.

Restructuring  charges of $.4 million for the six months ended June 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 $1.9 million for the
six months ended June 30, 1998,  which  includes $.3 million for PCC and Seneca,
increased  $.6 million  (50%) from $1.2 million for the same period in 1997 as a
result of capital assets purchased since June, 1997.

Amortization  of goodwill  and  intangible  assets of $11.0  million for the six
months ended June 30, 1998  increased  $6.3  million  (133%) as compared to $4.7
million  for the same  period  in 1997 as a result  of the  amortization  of the
intangible  assets and goodwill  identified in the  preliminary  purchase  price
allocations of PCC and Seneca.

Amortization  of deferred  commissions  of $.6 million for the six months  ended
June 30, 1998,  which relates  entirely to the  Phoenix-Engemann  B share mutual
funds,  decreased  $2.2  million  (79%) 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 $23.2  million  for the six  months  ended  June 30,  1998
increased  $10.7  million (86%) as compared to $12.4 million for the same period
in 1997 as a result of the changes discussed above.




                                       17
<PAGE>



Equity in  earnings of  unconsolidated  affiliates  of $2.1  million for the six
months ended June 30, 1998  increased  $2.4 million as compared to $(.4) 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 fr om GFG was zero  for the six months ended June 30,
1998  compared to a $.5 million loss for the six  months  ended  June 30,  1997.
Income  from the  investment  in BG increased $.5 million.

Other income - net of $.6 million for the six months ended June 30, 1998,  which
includes  $.4 million for PCC and Seneca,  increased  $.8 million as compared to
$(.2) 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 $6.0  million for the six months ended June 30, 1998,
which  includes  $.2  million  for PCC and  Seneca,  increased  $6.2  million as
compared  to net  interest  income of $.2  million  for the same period in 1997.
Interest charges from financing the PCC and Seneca acquisitions resulted in $5.8
million of  additional  interest  offset,  in part,  by a decrease  in  interest
expense of $.4 million due to the elimination of outstanding  debt on a previous
credit facility.The exchange of PXP's preferred stock for convertible debentures
in the second  quarter of 1998 resulted in $1.1 million of  additional  interest
expense.

Income to minority  interest of $1.0  million for the six months  ended June 30,
1998  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 six months ended June 30, 1998  increased
from 42% 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 six months
ended  June 30, 1998 of $10.6  million  decreased  $.5 million (5%) compared  to
$11.1 million for the six months ended June 30, 1997.


Three Months Ended June 30, 1998 Compared with Pro Forma Three Months Ended June
30, 1997
(see Note 3)

Revenues of $56.0  million for the three  months  ended June 30, 1998  increased
$7.0 million (14%) as compared to pro forma $48.9 million for the same period in
1997.

Investment  management fees of $48.8 million for the three months ended June 30,
1998  increased  $8.2  million  (20%) from pro forma $40.6  million for the same
period in 1997.  Management  fees earned from open-end  mutual funds,  including
institutional mutual funds, increased $2.5 million, of which $2.1 million is due
to an increase  in average  assets  under  management  primarily  as a result of
investment  performance in the second quarter of 1998. The remaining increase is
primarily  due to a  change  in the  asset  mix.  Management  fees  earned  from
closed-end mutual funds, PHL sponsored  variable annuity  products,  and managed
accounts  increased $3.9 million primarily as a result of an increase in average
assets under  management.  Management  fees earned from  managing  PHL's general
account  increased $.3 million as a result of a $1.5 billion increase in average
assets  under  management  offset,  in part,  by a change in the fee  structure.
Institutional  accounts  management fees increased $1.6 million as a result of a
change in asset mix, as well as an increase in average assets under  management.
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 $.3 million.



                                       18
<PAGE>



Mutual  funds - ancillary  fees of $6.5  million for the three months ended June
30, 1998  decreased  $.9 million  (12%) from pro forma $7.4 million for the same
period in 1997. Net distributor  fees decreased $1.0 million due the sale of the
deferred  commissions  asset in the second  quarter of 1997 offset,  in part, by
fees earned from the  Phoenix-Engemann  Funds.  Fund  accounting  fees earned on
open-end mutual funds and PHL sponsored  variable annuity products increased $.3
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  $.3 million as a result of a
decline in mutual fund shareholder accounts.

Other  income and fees of $.7 million for the three  months  ended June 30, 1998
decreased  $.2  million  (22%) from pro forma $.9 million for the same period in
1997,  primarily as a result of reduced CDSC income  resulting  from the sale of
the Company's then existing deferred commissions asset (excluding PCC's) in June
1997.

Employment  expenses of $22.3  million for the three  months ended June 30, 1998
remained   unchanged  from  the  same  pro  forma  period  in  1997.   Incentive
compensation  increased by $.9 million  resulting  from improved  performance by
several  portfolio  managers  and research  analysts,  as well as an increase in
certain  management and subsidiary profit and revenue based incentive  programs.
The  retirement  of a key  executive  in the second  quarter  of 1997  decreased
employment  expenses by $.1 million.  Annual salary  adjustments were offset, in
part,  by a  reduction  in the  average  number of  employees  during the second
quarter of 1998 as compared to the same period in the prior year.

Other  operating  expenses of $16.3  million for the three months ended June 30,
1998 increased $1.8 million (13%) as compared to pro forma $14.5 million for the
same period in 1997. Amortization of deferred commissions decreased $1.9 million
as a result of the sale of the Company's deferred  commissions asset,  excluding
PCC's,  in  June 1997.  Other  operating  expenses  increased  $1.7 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  $1.2 million as a
result of additional  administrative costs incurred on behalf of PCC and Seneca,
a  portion  of  which  are  recovered  by  administrative  fees  earned  on  the
Phoenix-Engemann  Funds.  The  use of  consultants,  primarily  for  information
technology  purposes,   increased  other  operating  expenses  by  $.6  million.
Restructuring charges increased $.2 million also as a result of the out-sourcing
of  substantially  all of PXP's fund  accounting  operations.  Depreciation  and
amortization of leasehold  improvements increased by $.4 million, as a result of
additional  capital assets  purchases since June,  1997. PXP recorded a one-time
loss of $.6 million in the second  quarter of 1997  relating to the sub-lease of
certain office space.

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

Other  income - net of $1.2  million  for the three  months  ended June 30, 1998
decreased  $11.3  million as compared  to pro forma  $12.5  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.  Equity
income from the Company's investment in BG increased $.3 million. PXP's share of
equity  earnings  from GFG was zero in the second  quarter of 1998 compared to a
$.2 million loss in the first quarter of 1997.

Interest  expense - net of $3.5 million for the three months ended June 30, 1998
increased  $.9 million  (34%) as compared to pro forma $2.6 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  contributed  $1.1
million to interest  expense.  Interest expense decreased $.2 million due to the
elimination of outstanding debt on a previous credit facility.




                                       19
<PAGE>



Income to minority  interest of $.5 million for the three  months ended June 30,
1998  increased $.3 million  (210%) as compared to pro forma $.2 million for the
same period in 1997 as a result of Seneca's increased earnings.

Net income of $5.1 million for the three  months  ended June 30, 1998  decreased
$4.5 million  (47%) as compared to pro forma $9.6 million for the same period in
1997, as a result of the above.  The effective tax rate increased to 44% for the
three  months  ended  June  30,  1998  from  42% for the  same  period  in 1997.
Non-recurring  gains of $11.9 million in the second  quarter of 1997 reduced the
effective tax rate for that quarter.


Six Months Ended June 30, 1998 Compared with Pro Forma Six Months Ended June 30,
1997
(see Note 3)

Revenues of $108.4 million for the six months ended June 30, 1998 increased $7.4
million  (7%) as  compared  to pro forma  $101.1  million for the same period in
1997.

Investment  management  fees of $94.4  million for the six months ended June 30,
1998  increased  $10.7  million  (13%) from pro forma $83.8 million for the same
period in 1997.  Management  fees  earned  on  open-end  mutual funds, including
institutional mutual funds,  closed-end  mutual  funds,  PHL's  general account,
PHL  sponsored  variable  annuity  products,  and  managed  accounts,  increased
approximately  $10.4 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 $1.9 million due to increased assets under
management offset, in part,  by a $.7 million  decrease due to a decrease in the
average blended basis points earned. Funds under reimbursement,  a reduction  to
revenues,  increased  $.8 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 $12.6 million for the six months ended June 30,
1998  decreased  $2.2  million  (15%) from pro forma $14.8  million for the same
period in 1997. Net  distributor  fees decreased $2.6 million due to the sale of
the  deferred  commissions  asset  (excluding PCC's) offset,  in  part,  by fees
earned  from the Phoenix-Engemann Funds. Fund accounting fees earned on open-end
mutual funds and PHL sponsored  variable  annuity products increased $.7 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  $.5  million  as  a  result  of a decline in mutual fund
shareholder accounts.

Other  income and fees of $1.4  million  for the six months  ended June 30, 1998
decreased  $1.1 million (44%) from pro forma $2.5 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.

Employment  expenses  of $45.0  million  for the six months  ended June 30, 1998
increased  $1.7 million (4%) as compared to pro forma $43.3 million for the same
period in 1997.  Incentive  compensation  increased $1.8 million  resulting from
improved  performance by several portfolio  managers and research  analysts,  as
well as an  increase in certain  management  and  subsidiary  profit and revenue
based incentive  programs.  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 as compared to the same period in the prior year.




                                       20
<PAGE>



Other operating expenses of $29.2 million for the six months ended June 30, 1998
decreased  $.5 million (2%) as compared to pro forma $29.7  million for the same
period in 1997. Amortization of deferred commissions decreased $2.8 million as a
result of the sale of the Company's then existing  deferred  commissions  asset,
excluding PCC's, in June 1997. The use of consultants, primarily for information
technology  purposes,  increased other operating expenses by $.8 million.  Other
operating  expenses increased by $2.0 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  $.2
million.  PXP  recorded a one-time  loss of $.6  million  in the second  quarter
of 1997  relating  to the  sub-lease  of certain office space.

Amortization  of goodwill and  intangibles  of $11.0  million for the six months
ended June 30, 1998 was the same as pro forma 1997.

Other  income - net of $2.7  million  for the six  months  ended  June 30,  1998
decreased $8.7 million (76%) as compared to pro forma $11.4 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.  Equity
income from the Company's investment in BG increased $.5 million. PXP recorded a
$1.5  million loss in 1997  related to the  liquidation  of WCCBO in early 1997.
PXP's share of equity  earnings  from GFG was zero for the six months ended June
30, 1998 compared to a $.5 million loss for the six months ended June 30, 1997.

Interest  expense - net of $6.0  million for the six months  ended June 30, 1998
increased  $.7 million  (13%) as compared to pro forma $5.4 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 $1.1
million of additional  interest expense.  Interest expense decreased $.4 million
due to the elimination of outstanding debt on a previous credit facility.

Income to minority  interest of $1.0  million for the six months  ended June 30,
1998  increased $.5 million  (117%) as compared to pro forma $.4 million for the
same period in 1997 as a result of Seneca's increased earnings.

Net income of $10.6  million for the six months  ended June 30,  1998  decreased
$2.2 million (17%) as compared to pro forma $12.8 million for the same period in
1997 as a result of the above.  The effective tax rate  increased to 44% for the
six  months  ended  June  30,  1998  from  43%  for the  same  period  in  1997.
Non-recurring  gains of $11.9 million in the second  quarter of 1997 reduced the
effective tax rate in 1997.

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.




                                       21
<PAGE>



The Company's current capital  structure,  as of August 10, 1998,  includes 44.2
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  $10.6 million based upon shares outstanding at June 30, 1998. The
total  annual  interest   expense  on  the  debentures   based  upon  debentures
outstanding at June 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 June 30, 1998 was $180 million. An interest rate of approximately 6.0% was in
effect on this  borrowing as of June 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 June 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.

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 could
have a material impact on the operations of the Company.

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,  there  can be no  guarantee  that the  systems  of other
companies on which the Company's  systems rely will be converted timely, or that
a failure to convert by another  company,  or a conversion  that is incompatible
with the  Company's  systems,  would not have a material  adverse  effect on the
Company.

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  reprogramming  phase of the Year 2000 project by December
31, 1998 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 $1.0 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.



                                       22
<PAGE>



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,  which 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 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.


Cautionary Statement Under Section 21E of the Securities Exchange Act of 1934

This quarterly report contains forward looking statements that involve risks and
uncertainties  including,  but not  limited  to, the  following:  The  Company's
performance is highly dependent on the amount of assets under management,  which
may decrease for a variety of reasons  including  changes in interest  rates and
adverse  economic  conditions;  the Company's  performance  is very sensitive to
changes in interest rates, which may increase from current levels; the Company's
performance  is  affected  by the demand for and the  market  acceptance  of the
Company's products and services; the Company's business is extremely competitive
with several  competitors being substantially  larger than the Company;  and the
Company's performance may be impacted by changes in the performance of financial
markets and general economic conditions. The costs involved to complete the Year
2000 modifications are based on management's best estimates,  which were derived
based  upon  assumptions  relative  to future  events  including  the  continued
availability  of certain  resources,  third party  modification  plans and other
factors.  There can be no guarantee  that these  estimates  will be achieved and
actual results could differ  materially from those plans.  Specific factors that
might  cause such  material  differences  include,  but are not  limited to, the
availability  and cost of personnel  trained in this area, the ability to locate
and  correct  all  relevant  computer  codes,  and  similar  uncertainties.  The
potential  problems  related to the Year 2000 Issue could  affect the ability to
provide  advisory  services  for the  Company's  products.  Accordingly,  actual
results  may  differ  materially  from  those set forth in the  forward  looking
statements.




                                       23
<PAGE>




PART II. Other Information

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

     (a) The Annual  Meeting of  Stockholders  of the registrant was held May 7,
         1998 for the  election of  directors  and  approval of amendment to the
         registrant's  Certificate of Incorporation to change the corporate name
         to Phoenix Investment Partners, Ltd.

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

         John T. Anderson               Edward P. Lyons
         Clyde E. Bartter               Philip R. McLoughlin
         Richard H. Booth               James M. Oates
         Glen D. Churchill              Calvin J. Pedersen
         Robert W. Fiondella            Donna F. Tuttle
         Michael E. Haylon              Ferdinand L. Verdonck
         Marilyn E. LaMarche            David A. Williams



     (c) Two matters were voted upon:

         The results of the election of directors are as follows:

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

         John T. Anderson      40,924,415         79,977               0
         Clyde E. Bartter      40,935,098         69,294               0
         Richard H. Booth      40,939,285         65,107               0
         Glen D. Churchill     40,936,760         67,632               0
         Robert W. Fiondella   40,939,265         65,127               0
         Michael E. Haylon     40,939,285         65,107               0
         Marilyn E. LaMarche   40,924,440         79,952               0
         Edward P. Lyons       40,935,540         68,852               0
         Philip R. McLoughlin  40,934,595         69,797               0
         James M. Oates        40,939,285         65,107               0
         Calvin J. Pedersen    40,929,098         75,294               0
         Donna F. Tuttle       40,939,285         65,107               0
         Ferdinand L. Verdonck 40,926,940         77,452               0
         David A. Williams     40,926,915         77,477               0

         The results of the proposal to amend the  registrant's  Certificate  of
         Incorporation to change the corporate name are as follows:

              For:                            40,935,859
              Against/Withheld:                   53,162
              Abstain/Non-vote:                   15,371

         On  the  basis  of the  vote,  the  amendment  to  the  Certificate  of
         Incorporation was approved.




                                       24
<PAGE>



 Item 6. Exhibits and Reports on Form 8-K

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

     1.   Exhibits

         3(c)  Certificate  of Amendment  to the  Certificate  of  Incorporation
               dated as of May 11,  1998  changing  the  registrant's  name from
               `Phoenix Duff & Phelps Corporation' to `Phoenix Investment
               Partners, Ltd.'.

     (b) Reports on Form 8-K.

         No items filed.




                                       25
<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.




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


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



                                       26
<PAGE>




                                                                    Exhibit 3(c)

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        PHOENIX DUFF & PHELPS CORPORATION


      Phoenix Duff & Phelps  Corporation,  a corporation  organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

      FIRST:  That the Board of Directors of the  Corporation  at a meeting duly
called  and held on  February  5, 1998  adopted  a  resolution  setting  forth a
proposed  amendment  of  the  Restated   Certificate  of  Incorporation  of  the
Corporation,  declaring  said  amendment to be advisable and directing that said
amendment be submitted to the stockholders of the Corporation for their approval
at the 1998 annual meeting of  stockholders.  The effect of said amendment would
be to cause Article First of the Certificate of Incorporation of the Corporation
to be amended to read in its entirety as follows:

      "First: The name of the corporation is Phoenix Investment Partners, Ltd.
(hereinafter the "Corporation")."

      SECOND:  That  thereafter the 1998 annual meeting of  stockholders  of the
Corporation  was duly called and held on May 7, 1998 upon  notice in  accordance
with  Section  222 of the  General  Corporation  Law of the State of Delaware at
which meeting the  necessary  number of shares as required by statute were voted
in favor of the amendment.

      THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

      FOURTH: That said amendment shall become effective at 12:01 a.m. Eastern
Time on May 11, 1998.

      IN  WITNESS  WHEREOF,  the  Corporation  has  caused  the  Certificate  of
Amendment to be executed by its duly  authorized  officer,  as of the 7th day of
May, 1998.

ATTEST:                             PHOENIX DUFF & PHELPS CORPORATION


By: /s/ Thomas N. Steenburg                By: /s/ Philip R. McLoughlin
    Thomas N. Steenburg                        Philip R. McLoughlin
    Vice President & Counsel                   Chief Executive Officer










                                       27