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, 1999



                        PHOENIX INVESTMENT PARTNERS, LTD.



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


56 Prospect St., Hartford, Connecticut  06115-0480   (860) 403-7667
(Address of principal executive offices)     (Registrant's telephone number)


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


On July 31, 1999, the registrant had 43,909,424  shares of $.01 par value common
stock outstanding.


<PAGE>


                     PHOENIX INVESTMENT PARTNERS, LTD. AND SUBSIDIARIES

                           Quarter Ended June 30, 1999

                                      Index


PART I -   FINANCIAL INFORMATION:

                                                                       Page
  Item 1.  Consolidated Financial Statements:

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

           Consolidated Statements of Income .......................    4
              Three Months Ended June 30, 1999 and
              Three Months Ended June 30, 1998

           Consolidated Statements of Income and
           Comprehensive Income ....................................    5
              Six Months Ended June 30, 1999 and
              Six Months Ended June 30, 1998

           Consolidated Condensed Statements of Cash Flows .........    6
              Six Months Ended June 30, 1999 and
              Six Months Ended June 30, 1998

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


  Item 2.  Management's Discussion and Analysis of:

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

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

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

           Impact of the Year 2000 Issue............................   21

           Cautionary Statement under Section 21E of the Securities
              Exchange Act of 1934..................................   22


PART II -  OTHER INFORMATION:


  Item 1.  Legal Proceedings........................................   23

  Item 4.  Submission of Matters to a Vote of Security Holders......   23

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

  Signatures........................................................   24





                                       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,
                                                            1999        1998
Assets
Current Assets
 Cash and cash equivalents                               $  32,888    $ 29,298
 Marketable securities, at market                           18,449      16,275
 Accounts receivable                                        37,021      35,015
 Prepaid expenses and other current assets                   3,782       2,951
                                                         ---------    --------
   Total current assets                                     92,140      83,539

 Deferred commissions                                        1,811       2,798
 Furniture, equipment and leasehold improvements, net       11,862       8,589
 Goodwill and intangible assets, net                       571,811     446,657
 Long-term investments and other assets                     25,391      22,135
                                                         ---------    --------
   Total assets                                          $ 703,015    $563,718
                                                         =========    ========

Liabilities and Stockholders' Equity
Current Liabilities
 Accounts payable and other accrued liabilities          $  35,059    $ 39,659
 Payables to related parties                                 3,471       3,032
 Broker-dealer payable                                      11,082       9,568
 Current portion of long-term debt                             889         964
                                                         ---------    --------
   Total current liabilities                                50,501      53,223

Deferred taxes, net                                         52,057      53,446
Long-term debt, net of current portion                       1,394       1,718
Convertible subordinated debentures                         76,364      76,364
Credit facilities                                          275,000     140,000
Lease obligations and other long-term liabilities            3,689       4,843
                                                         ---------    --------
   Total liabilities                                       459,005     329,594
                                                         ---------    --------

Minority Interest                                            2,139       2,531
                                                         ---------    --------

Stockholders' Equity
Common stock, $.01 par value, 100,000,000 shares
 authorized, 45,645,224 and 45,172,258 shares issued,
 and 43,913,124 and 43,710,458 shares outstanding              456         451
Additional paid-in capital                                 198,609     195,224
Retained earnings                                           52,655      44,482
Accumulated other comprehensive income                       4,558       3,571
Unearned compensation on restricted stock                   (1,909)     (1,529)
Treasury stock, at cost, 1,732,100 and 1,461,800 shares    (12,498)    (10,606)
                                                         ---------    --------
   Total stockholders' equity                              241,871     231,593
                                                         ---------    --------
   Total liabilities and stockholders' equity            $ 703,015    $563,718
                                                         =========    ========




              The accompanying notes are an integral part of these statements.


                                       3
<PAGE>


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

                                                              (Unaudited)
                                                     Three Months Ended June 30,
                                                            1999        1998
Revenues
Investment management fees                               $  63,065    $ 48,784
Mutual funds - ancillary fees                                8,413       6,468
Other income and fees                                        1,167         730
                                                         ---------    --------
   Total revenues                                           72,645      55,982
                                                         ---------    --------

Operating Expenses
Employment expenses                                         29,118      22,289
Other operating expenses                                    16,711      15,057
Depreciation and amortization of
  leasehold improvements                                       940         960
Amortization of goodwill and intangible assets               7,991       5,509
Amortization of deferred commissions                           444         265
                                                         ---------    --------
   Total operating expenses                                 55,204      44,080
                                                         ---------    --------

Operating Income                                            17,441      11,902
                                                         ---------    --------

Equity in Earnings of Unconsolidated Affiliates                301       1,126
                                                         ---------    --------

Other Income - Net                                             653          83
                                                         ---------    --------

Interest (Expense) Income - Net
Interest expense                                            (5,119)     (3,946)
Interest income                                                733         472
                                                         ---------    --------
   Total interest expense - net                             (4,386)     (3,474)
                                                         ---------    --------

Income to Minority Interest                                   (849)       (465)
                                                         ---------    --------

Income Before Income Taxes                                  13,160       9,172
Provision for income taxes                                   5,780       4,041
                                                         ---------    --------
Net Income                                                   7,380       5,131

Other Comprehensive Income, Net of Tax
Unrealized gains (losses) on
  securities available-for-sale                                863      (2,130)
Foreign currency translation adjustment                                   (703)
                                                         ---------    --------
   Total other comprehensive income (loss)                     863      (2,833)
                                                         ---------    --------
Comprehensive Income                                     $   8,243    $  2,298
                                                         =========    ========

Net Income                                               $   7,380    $  5,131
Series A preferred stock dividends                                          34
                                                         ---------    --------
Income available to common stockholders                  $   7,380    $  5,097
                                                         =========    ========

Weighted average shares outstanding
   Basic                                                    43,839      44,321
   Diluted                                                  54,226      54,497

Earnings per share
   Basic                                                 $     .17    $    .12
   Diluted                                               $     .15    $    .11

              The accompanying notes are an integral part of these statements.


                                       4
<PAGE>


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

                                                               (Unaudited)
                                                       Six Months Ended June 30,
                                                            1999        1998
Revenues
Investment management fees                               $ 118,090    $ 94,438
Mutual funds - ancillary fees                               15,741      12,622
Other income and fees                                        2,133       1,379
                                                         ---------    --------
   Total revenues                                          135,964     108,439
                                                         ---------    --------

Operating Expenses
Employment expenses                                         55,772      45,020
Other operating expenses                                    31,224      26,749
Depreciation and amortization of
  leasehold improvements                                     1,844       1,873
Amortization of goodwill and intangible assets              14,305      11,013
Amortization of deferred commissions                         1,009         605
                                                         ---------    --------
   Total operating expenses                                104,154      85,260
                                                         ---------    --------

Operating Income                                            31,810      23,179
                                                         ---------    --------

Equity in Earnings of Unconsolidated Affiliates                466       2,055
                                                         ---------    --------

Other Income - Net                                             698         598
                                                         ---------    --------

Interest (Expense) Income - Net
Interest expense                                            (8,905)     (6,898)
Interest income                                              1,460         867
                                                         ---------    --------
   Total interest expense - net                             (7,445)     (6,031)
                                                         ---------    --------

Income to Minority Interest                                 (1,586)       (953)
                                                         ---------    --------

Income Before Income Taxes                                  23,943      18,848
Provision for income taxes                                  10,525       8,292
                                                         ---------    --------
Net Income                                                  13,418      10,556

Other Comprehensive Income, Net of Tax
Unrealized gains (losses) on
   securities available-for-sale                               987      (2,565)
Foreign currency translation adjustment                                   (511)
                                                         ---------    --------
   Total other comprehensive income (loss)                     987      (3,076)
                                                         ---------    --------
Comprehensive Income                                     $  14,405    $  7,480
                                                         =========    ========

Net Income                                               $  13,418    $ 10,556
Series A preferred stock dividends                                       1,223
                                                         ---------    --------
Income available to common stockholders                  $  13,418    $  9,333
                                                         =========    ========

Weighted average shares outstanding
   Basic                                                    43,749      44,132
   Diluted                                                  53,658      54,162

Earnings per share
   Basic                                                 $     .31    $    .21
   Diluted                                               $     .28    $    .21

              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,
                                                            1999        1998
Cash Flows from Operating Activities:
  Net income                                             $ 13,418      $10,556
   Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization of
      leasehold improvements                                1,844        1,873
    Amortization of goodwill and intangible assets         14,305       11,013
    Amortization of deferred commissions                    1,009          605
    Income to minority interest                             1,586          953
    Compensation recognized under employee
      benefit plans                                           796
    Equity in earnings of unconsolidated
      affiliates, net of dividends                           (274)         370
    Changes in other operating assets                         484       (3,171)
    Changes in other operating liabilities                (10,357)      (3,596)
                                                         --------      -------
   Net cash provided by operating activities               22,811       18,603
                                                         --------      -------

Cash Flows from Investing Activities:
  Purchase of subsidiaries, net of cash acquired         (138,551)      (5,853)
  Sale (purchase) of marketable securities, net               543         (824)
  Capital expenditures, net                                (2,769)      (1,482)
  Distributions to minority interest                       (1,978)        (643)
  Purchase of long-term investments                        (4,515)        (567)
  Proceeds from long-term investments                         490
                                                         --------      -------
   Net cash used in investing activities                 (146,780)      (9,369)
                                                         --------      -------

Cash Flows from Financing Activities:
  Proceeds from (repayment of) borrowings, net            132,868       (5,446)
  Dividends paid                                           (5,246)      (6,797)
  Stock repurchases                                        (1,892)      (2,002)
  Proceeds from issuance of stock                           2,003        1,118
  Other financing activities                                 (174)
                                                         --------      -------
   Net cash provided by (used in) financing activities    127,559      (13,127)
                                                         --------      -------

Net increase (decrease) in cash and cash equivalents        3,590       (3,893)
Cash and cash equivalents, beginning of period             29,298       21,872
                                                         --------      -------
   Cash and Cash Equivalents, End of Period              $ 32,888      $17,979
                                                         ========      =======


Supplemental Cash Flow Information:
   Interest paid                                         $  8,799      $ 6,809
   Income taxes paid                                     $ 20,760      $13,140






               The accompanying notes are an integral part of these statements.


                                       6
<PAGE>


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

1. Basis of Presentation

   The  unaudited   consolidated  financial  statements  of  Phoenix  Investment
   Partners,  Ltd. and  Subsidiaries  (PXP or the Company)  included herein have
   been prepared in accordance with the  instructions to the Quarterly Report on
   Form 10-Q  pursuant  to the  rules  and  regulations  of the  Securities  and
   Exchange  Commission.  Certain information and footnote  disclosures normally
   included in  financial  statements  prepared  in  accordance  with  generally
   accepted  accounting  principles  have  been  condensed  or  omitted.  It  is
   suggested that these consolidated financial statements be read in conjunction
   with the financial  statements  and notes  included in the  Company's  Annual
   Report on Form 10-K for the year ended  December 31, 1998.  Reclassifications
   have been made, when necessary,  to conform the prior period  presentation to
   the current period presentation.

2. Recent Accounting Pronouncements

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

3. Acquisition Related Activity

   On March 1, 1999,  PXP acquired the retail  mutual fund and  closed-end  fund
   businesses  of  the  New  York  City-based   Zweig  Fund  Group  (Zweig)  for
   consideration of approximately  $135 million.  The agreement  provides for an
   additional  payout of up to $29 million over the next three years,  dependent
   upon revenue growth of the purchased business.

   The purchase price for Zweig represents the consideration paid and the direct
   costs incurred by PXP related to the purchase. Preliminary analyses have been
   performed  in order to identify  intangible  assets and to allocate  purchase
   price to such  assets.  Additional  information  is necessary to complete the
   purchase price  allocation.  The excess of purchase price over the fair value
   of acquired net tangible  assets of Zweig  totaled  $135.4  million.  Of this
   excess  purchase  price,  $78.1 million has been  preliminarily  allocated to
   intangible assets, primarily associated with investment management contracts,
   which are  being  amortized  over  their  estimated  useful  lives  using the
   straight-line  method.  The average  estimated  useful life of the intangible
   assets is  approximately  12 years.  The remaining  excess  purchase price of
   $57.4 million has been  classified as goodwill and is being amortized over 40
   years using the straight-line  method.  Related  amortization of $3.2 million
   has been expensed for the year to date period ended June 30, 1999.




                                       7
<PAGE>


   The following table summarizes the preliminary  calculation and allocation of
   Zweig's purchase price (in thousands):

    Purchase Price:
    Consideration paid                               $ 135,000
    Transaction costs                                    2,391
                                                     ---------
       Total Purchase Price                          $ 137,391
                                                     =========

    Purchase Price Allocation:
    Fair value of acquired net assets                $   1,966
    Identified intangibles                              78,063
    Goodwill                                            57,362
                                                     ---------
       Total Allocation of Purchase Price            $ 137,391
                                                     =========

4. Pro Forma Results

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

   The following pro forma  financial  information  for the three and six months
   ended  June 30,  1999  and 1998 is  derived  from  the  historical  financial
   statements of PXP and Zweig,  and gives effect to the acquisition of Zweig by
   PXP assuming the  acquisition  was effected on January 1, 1998. The pro forma
   financial  information  does not necessarily  reflect the actual results that
   would  have  been   obtained  had  the   acquisition   taken  effect  on  the
   aforementioned assumed date.

                                       Pro Forma              Pro Forma
                           Three Months Ended June 30, Six Months Ended June 30,
                                  1999         1998       1999        1998
                                 -------     --------    -------    -------
                                  (in thousands, except per share amounts)

    Revenues                     $72,646     $ 67,019   $142,648   $130,043
                                 -------     --------   --------   --------
    Employment expenses           29,118       24,920     58,236     50,282
    Other operating expenses      18,096       19,657     35,357     35,601
    Amortization of goodwill and
      intangible assets            7,991        7,991     15,940     15,940
                                 -------     --------   --------   --------
    Operating income              17,441       14,451     33,115     28,220
    Other income - net               954        1,209      1,164      2,653
    Interest expense - net        (4,386)      (5,366)    (8,729)    (9,856)
    Income to minority interest     (849)        (465)    (1,586)      (953)
                                 -------     --------   --------   --------
    Income before income taxes    13,160        9,829     23,964     20,064
    Provision for income taxes     5,748        4,413     10,534      8,992
                                 -------     --------   --------   --------
    Net income                   $ 7,412     $  5,416   $ 13,430   $ 11,072
                                 =======     ========   ========   ========

    Earnings per share
      Basic                      $   .17     $    .12    $   .31    $   .22
      Diluted                    $   .15     $    .11    $   .28    $   .22




                                       8
<PAGE>


5. Dividends and Other Capital Transactions

   On August 5, 1999, PXP's Board of Directors  declared a quarterly dividend of
   $.06 per common share payable September 9, 1999, to stockholders of record on
   August 27, 1999.  PXP intends to continue to pay  quarterly  cash  dividends,
   however,  future  payment  of cash  dividends  by PXP  will  depend  upon the
   financial condition, capital requirements and earnings of PXP.

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

   As of June 30, 1999, the Company, in accordance with the previously announced
   stock  repurchase  program,  had purchased a total of 1,732,100 shares of PXP
   common stock at a cost of $12.5 million.

6. Segment Information

   PXP has determined that its reportable segments are those based on the method
   used for internal  reporting,  which  disaggregates  the business by customer
   category. PXP's reportable segments are its retail and institutional lines of
   business.  The retail line primarily serves the individual investor by acting
   as advisor to and, in certain  instances,  distributor  for  open-end  mutual
   funds and  managed  accounts.  The  institutional  line  provides  management
   services primarily to corporate entities,closed-end funds, and multi-employer
   retirement funds, as well as endowment, insurance and  other special  purpose
   funds.

   The following tables summarize  pertinent financial  information  relative to
   PXP's operations:

     Six Months Ended June 30, 1999     Retail Institutional All Other  Total
                                                  (in thousands)

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

                                                     (in millions)
     Assets under management            $ 25,351  $34,143   $  --     $ 59,494
                                        ========  =======   =======   ========






                                       9
<PAGE>

     Six Months Ended June 30, 1998     Retail Institutional All Other  Total
                                                  (in thousands)

     Revenues                           $ 69,987  $37,402   $ 1,050   $108,439
                                        --------  -------   -------   --------
     Employment and
      other operating expenses            50,051   24,196               74,247
     Amortization of goodwill
      and intangible assets                6,297    4,716               11,013
                                        --------  -------   -------   --------
     Operating income                     13,639    8,490     1,050     23,179
     Other income - net                        2      376     2,275      2,653
     Interest expense                     (4,865)    (828)   (1,205)    (6,898)
     Interest income                         226       42       599        867
     Minority interest                               (953)                (953)
                                        --------  -------   -------   --------
     Income before income taxes         $  9,002  $ 7,127   $ 2,719   $ 18,848
                                        ========  =======   =======   ========

                                                     (in millions)
     Assets under management            $ 20,378  $30,169   $  --     $ 50,547
                                        ========  =======   =======   ========

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

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

7. Comprehensive Income

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

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

    Unrealized gains on securities
      available-for-sale:
      Unrealized holding gains arising
        during period                           $1,463      $   (600)   $   863
                                                ------      --------    -------
    Other comprehensive income                  $1,463      $   (600)   $   863
                                                ======      ========    =======

    Six Months Ended June 30, 1999                            Tax
                                              Before-Tax    (Expense) Net-of-Tax
                                                Amount       Benefit     Amount

    Unrealized gains on securities
      available-for-sale:
      Unrealized holding gains arising
        during period                           $1,673      $   (686)   $   987
                                                ------      --------    -------
    Other comprehensive income                  $1,673      $   (686)   $   987
                                                ======      ========    =======




                                       10
<PAGE>



    Three Months Ended June 30, 1998                          Tax
                                              Before-Tax    (Expense) Net-of-Tax
                                                Amount       Benefit     Amount
    Unrealized losses on securities
      available-for-sale:
      Unrealized holding losses arising
        during period                           $(3,610)    $  1,480    $(2,130)
    Foreign currency translation adjustment      (1,192)         489       (703)
                                                -------     --------    -------
    Other comprehensive loss                    $(4,802)    $  1,969    $(2,833)
                                                =======     ========    =======


    Six Months Ended June 30, 1998                            Tax
                                              Before-Tax    (Expense) Net-of-Tax
                                                Amount       Benefit     Amount
    Unrealized losses on securities
      available-for-sale:
      Unrealized holding losses arising
        during period                           $(4,347)    $  1,782    $(2,565)
    Foreign currency translation adjustment        (866)         355       (511)
                                                -------     --------    -------
    Other comprehensive loss                    $(5,213)    $  2,137    $(3,076)
                                                =======     ========    =======


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

    As of June 30, 1999:                                            Accumulated
                                                       Unrealized      Other
                                                     Gains(Losses) Comprehensive
                                                     on Securities    Income

    Balance as of December 31, 1998                      $  3,571    $   3,571
    Current period change                                     987          987
                                                         --------    ---------
    Balance as of June 30, 1999                          $  4,558    $   4,558
                                                         ========    =========


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

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



                                       11
<PAGE>



8. Earnings Per Share

   Earnings  per share  (EPS) is  calculated  in  accordance  with SFAS No. 128,
   "Earnings per Share." Basic EPS is computed by dividing  income  available to
   common   stockholders  by  the  weighted  average  number  of  common  shares
   outstanding  for the  period.  The  computation  of diluted EPS is similar to
   basic EPS,  except that the denominator is increased to include the number of
   additional  common  shares that would have been  outstanding  if  potentially
   dilutive  common  shares had been issued,  and the numerator is increased for
   any  related  net income  effect.  Potentially  dilutive  shares are based on
   outstanding stock options and convertible securities.

   The  following  tables  reconcile  PXP's basic  earnings per share to diluted
   earnings per share:

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

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

    Effect of Dilutive Securities
    Stock options                                        887
    6% convertible debentures               674        9,500
                                        -------       ------

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


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

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

    Effect of Dilutive Securities
    Stock options                                        409
    6% convertible debentures             1,341        9,500
                                        -------       ------

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




                                       12
<PAGE>



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

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


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

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

9. Long-term Debt

   On March  17,  1999,  PXP  entered  into a five  year,  $175  million  Credit
   Agreement with a consortium of banks.  At June 30, 1999, PXP had  outstanding
   borrowings  of  $75  million  under  this  facility.  In  addition,  PXP  had
   outstanding borrowings under an existing $200 million credit facility of $200
   million  and  $140   million  at  June  30,  1999  and   December  31,  1998,
   respectively.  The Zweig  acquisition  was financed  through  borrowings from
   these  credit  facilities.  Interest  rates  on both  credit  facilities  are
   variable.

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


                                       13
<PAGE>



                     Phoenix Investment Partners, Ltd. and Subsidiaries


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

Business Description

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

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

The following table  summarizes  operating  revenues,  pre-tax income and assets
under  management by line of business as of, and for the six months ended,  June
30, 1999 and 1998:

                                                          Assets Under
                       Revenues       Pre-Tax Income       Management
                    1999      1998     1999      1998     1999     1998
                    ----      ----     ----      ----     ----     ----
                    (in thousands)     (in thousands)      (in millions)
Retail           $ 86,080  $ 69,987  $17,956   $ 9,002  $25,351   $20,378
Institutional      48,834    37,402    6,183     7,127   34,143    30,169
All other  *        1,050     1,050     (196)    2,719
                  -------  --------  -------   -------  -------   -------
Total            $135,964  $108,439  $23,943   $18,848  $59,494   $50,547
                 ========  ========  =======   =======  =======   =======

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




                                       14
<PAGE>


Results of Operations

Assets Under Management

At June 30, 1999, PXP had $59.5 billion of assets under management,  an increase
of $6.0 billion from December 31, 1998, and $8.9 billion from June 30, 1998. The
increases from December 31, 1998 and June 30, 1998 are principally the result of
the acquisition of the New York City-based Zweig Fund Group (Zweig), on March 1,
1999,  which  increased  assets under  management by $3.7 billion as of June 30,
1999, as well as positive investment performance. Sales and deposits were offset
by withdrawals and redemptions during the aformentioned  periods.  The pro forma
assets  under  management  at June 30, 1998  assumes  the Zweig  assets had been
acquired as of that date.  Since the  revenues of the Company are  substantially
earned based upon assets under  management,  this information is important to an
understanding of the business.

                                                        Historical Pro Forma
                         June 30,  March 31, December 31, June 30,  June 30,
                           1999      1999       1998        1998      1998
                                            (in millions)
Retail:
  Open-end Mutual Funds  $ 16,765  $16,658    $ 14,407   $ 13,867  $ 16,599
  Managed Accounts  *       8,586    8,120       7,322      6,511     6,511
                         --------  -------    --------   --------  --------
                           25,351   24,778      21,729     20,378    23,110
                         --------  -------    --------   --------  --------

Institutional:
  Closed-end Funds          4,943    4,726       3,505      3,380     4,900
  Institutional Accounts** 20,340   20,196      19,468     18,430    18,697
  PHL General Account       8,860    8,817       8,785      8,359     8,359
                         --------  -------    --------   --------  --------
                           34,143   33,739      31,758     30,169    31,956
                         --------  -------    --------   --------  --------

                         $ 59,494  $58,517    $ 53,487   $ 50,547  $ 55,066
                         ========  =======    ========   ========  ========

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


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

Revenues  for the three  months  ended  June 30,  1999 of $72.6  million,  which
includes  $8.8  million  for Zweig,  increased  $16.7  million  (30%) from $56.0
million  for the same  period in 1998.  Excluding  the  effects  of  Zweig,  the
Company's  revenues  for the three  months  ended June 30, 1999  increased  $7.9
million (14%)  compared to the same period in 1998.  Revenues for the retail and
institutional  lines of business,  including  Zweig,  increased $9.5 million and
$7.1 million, respectively.

Investment  management fees of $63.1 million for the three months ended June 30,
1999,  which includes $7.6 million for Zweig,  increased  $14.3 million (29%) as
compared  to  $48.8  million  for the same  period  in  1998.  Excluding  Zweig,
management  fees  earned  from the retail line of  business,  including  managed
accounts and open-end mutual funds, increased $3.2 million due to a $2.3 billion
increase in average assets under  management  offset,  in part, by a decrease in
the fee schedule for certain wrap programs.  Excluding  Zweig,  management  fees
earned from the institutional  line of business increased $3.5 million primarily
as a result of a $3.1  billion  increase  in average  assets  under  management.
Advisory accounts contributed $3.0 million to the increase in management fees as
a result of a $2.2  billion  increase  in average  assets  managed.  The overall
increase in average assets managed in both the retail and institutional lines of
business is due to strong  investment  performance,  as well as positive managed
accounts and institutional net asset flows, since June 30, 1998.



                                       15
<PAGE>


Mutual funds - ancillary  fees,  a component of the retail line of business,  of
$8.4  million for the three  months  ended June 30,  1999,  which  includes  $.6
million for Zweig,  increased $1.9 million (30%) as compared to $6.5 million for
the same  period  in 1998.  Administrative  fees and net  distributor  fees each
increased  $.3  million as a result of an increase  in average  assets  managed,
principally  in the  Phoenix-Engemann  Funds.  Fund  accounting  fees  earned on
open-end  mutual  funds and Phoenix  Home Life Mutual  Insurance  Company  (PHL)
sponsored  variable  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  in order to reimburse  Phoenix  Equity
Planning Corporation  (PEPCO), a wholly-owned  subsidiary of PXP, for additional
administrative costs related to the out-sourcing of substantially all of PEPCO's
fund  accounting  operations in the first quarter of 1998.  Shareholder  service
agent fees increased $.4 million  primarily as a result of an approved change in
the fee structure, which took effect in April 1999.

Other  income and fees of $1.2  million for the three months ended June 30, 1999
increased  $.4  million  (60%) as compared to $.7 million for the same period in
1998,  primarily  due to $.5  million  of fees  earned  administering  the Zweig
closed-end funds.

Operating  expenses for the three  months ended June 30, 1999 of $55.2  million,
which includes $7.8 million for Zweig,  increased $11.1 million (25%) from $44.1
million for the same  period in 1998,  of which $4.4  million  and $6.0  million
related to the retail and institutional lines of business, respectively.

Employment  expenses of $29.1  million for the three months ended June 30, 1999,
which includes $2.9 million for Zweig,  increased $6.8 million (31%) as compared
to $22.3  million  for the  same  period  in  1998.  An  increase  in  incentive
compensation of $3.1 million resulted from improved sales in both the retail and
institutional lines of business,  and improved  performance by certain portfolio
managers and research  analysts.  Improved results by certain  subsidiaries,  on
which  compensation  is calculated,  contributed  $2.1 million of this increase.
Base  compensation  expense  increased $.5 million in the second quarter of 1999
primarily  as a result of  annual  salary  adjustments.  An  increase  in profit
sharing expense increased  employment expense by $.4 million.  Savings resulting
from the closing of the equity  department  in Hartford in early April 1999 were
offset by the severance costs related to that action, which were recorded during
the second quarter.

Other  operating  expenses of $16.7  million for the three months ended June 30,
1999,  which  includes $2.3 million for Zweig,  increased  $1.7 million (11%) as
compared to $15.1 million for the same period in 1998.  Costs incurred on behalf
of the Phoenix-Engemann  Funds (Funds),  which were  recovered by administrative
fees earned on the Funds, decreased  by  $.5 million.  Increases in  legal fees,
investment research fees and commissions were offset by decreases in the cost of
other services. The second quarter of 1998 included $.2 million of non-recurring
charges  related to the  outsourcing of PXP's fund accounting operations.

Depreciation and  amortization of leasehold  improvements of $.9 million for the
three months ended June 30, 1999, which includes $.1 million for Zweig, remained
relatively constant from $1.0 million for the same period in 1998.

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




                                       16
<PAGE>


Amortization  of  deferred  commissions,  a  component  of the  retail  line  of
business,  of $.4 million for the three months ended June 30, 1999 increased $.2
million  (68%) as  compared  to $.3  million  for the same period in 1998 due to
increased   redemptions  of  Class  B  mutual  fund  shares.   Pasadena  Capital
Corporation's  deferred  commissions asset established prior to February 1, 1998
continues to be amortized.

Operating  income of $17.4  million  for the three  months  ended June 30,  1999
increased $5.5 million (47%) as compared to $11.9 million for the same period in
1998 as a result of the changes discussed above.

Equity in earnings  of  unconsolidated  affiliates  of $.3 million for the three
months  ended June 30,  1999  decreased  $.8  million  (73%) as compared to $1.1
million for the same period in 1998. PXP sold its investment in Beutel,  Goodman
& Company,  Ltd. (BG) in the fourth quarter of 1998.  PXP's share of BG's income
in the second quarter of 1998 was $1.1 million. Equity earnings from PXP's joint
venture in Inverness/Phoenix Capital LLC (IPC) increased $.3 million as a result
of IPC's recognition of a fee from a significant second quarter transaction.

Other  income - net of $.7  million  for the three  months  ended June 30,  1999
increased  $.6 million as compared to $83  thousand for the same period in 1998.
Losses from the sale of fixed assets  during the second  quarter of 1998 totaled
$.3  million.  In addition,  PXP  recorded a loss of $.3 million  related to its
investment in Greystone Capital Management  (Greystone) in the second quarter of
1998.

Interest expense - net of $4.4 million for the three months ended June 30, 1999,
which includes net interest income of less than $.1 million for Zweig, increased
$.9 million  (26%) as compared to $3.5  million for the same period in 1998.  An
increase of $1.9 million is due to additional  interest  charges  resulting from
the  financing of the Zweig  acquisition.  A decrease of $.8 million is due to a
lower average  outstanding  principal  balance on  other debt  and a decrease in
the average  interest  rate as compared to the same period in 1998.  Interest on
a note receivable related to the sale of BG resulted in income of $.2 million.

Income to minority  interest of $.8 million and $.5 million for the three months
ended  June  30,  1999  and  1998,   respectively,   represents   the   minority
shareholders'  interest  in the  equity  earnings  of  Seneca,  which  is  fully
consolidated in the Company's financial statements.

Net income for the three months ended June 30, 1999 of $7.4 million  reflects an
increase of $2.3 million  (44%) from the $5.1 million for the second  quarter of
1998,  resulting from the changes discussed above. The effective tax rate of 44%
for the three months ended June 30, 1999 remained unchanged relative to the same
period in 1998.


Six Months Ended June 30, 1999 Compared with Six Months Ended
June 30, 1998 - Historical

Revenues  for the six  months  ended  June 30,  1999 of  $136.0  million,  which
includes  $12.0  million for Zweig,  increased  $27.5  million (25%) from $108.4
million  for the same  period in 1998.  Excluding  the  effects  of  Zweig,  the
Company's  revenues  for the six months  ended  June 30,  1999  increased  $15.6
million (14%)  compared to the same period in 1998.  Revenues for the retail and
institutional  lines of business,  including Zweig,  increased $16.1 million and
$11.4 million, respectively.



                                       17
<PAGE>


Investment  management  fees of $118.1 million for the six months ended June 30,
1999,  which includes $10.3 million for Zweig,  increased $23.7 million (25%) as
compared  to  $94.4  million  for the same  period  in  1998.  Excluding  Zweig,
management  fees  earned  from the retail line of  business,  including  managed
accounts and open-end  mutual funds,  increased $6.9 million  primarily due to a
$2.4 billion increase in average assets under management  offset,  in part, by a
decrease  in the fee  schedule  for  certain  wrap  programs.  Excluding  Zweig,
management fees earned from the  institutional  line of business  increased $6.5
million primarily as a result of a $3.4 billion increase in average assets under
management.  Advisory  accounts  contributed  $5.3  million to the  increase  in
management  fees as a  result  of a $2.5  billion  increase  in  average  assets
managed.  The overall  increase in average assets managed in both the retail and
institutional  lines of  business  is due to strong  investment  performance  by
investment   managers  both  in  absolute  terms  and  relative  to  the  strong
performance of the market in general.

Mutual funds - ancillary  fees,  a component of the retail line of business,  of
$15.7 million for the six months ended June 30, 1999, which includes $.9 million
for Zweig,  increased  $3.1 million  (25%) as compared to $12.6  million for the
same period in 1998.  Administrative fees and net distributor fees increased $.7
million  and $.5  million,  respectively, as a result of an increase in  average
assets  managed, principally in  the  Phoenix-Engemann  Funds.  Fund  accounting
fees earned on open-end  mutual  funds and  Phoenix  Home Life Mutual  Insurance
Company (PHL) sponsored  variable products  increased $.8 million primarily as a
result of an increase in average assets under  management and an approved change
in the fee structure. This change was implemented in order to reimburse PEPCO, a
wholly-owned  subsidiary of PXP, for additional  administrative costs related to
the out-sourcing of substantially  all of PEPCO's fund accounting  operations in
the first quarter of 1998.  Shareholder service agent fees increased $.3 million
primarily  as a result of an approved  change in the fee  structure,  which took
effect in April 1999.

Other  income and fees of $2.1  million  for the six months  ended June 30, 1999
increased  $.8 million  (55%) as compared to $1.4 million for the same period in
1998, due to fees earned  administering  the Zweig  closed-end  funds and  other
income and fees earned by Zweig.

Operating  expenses  for the six months  ended June 30, 1999 of $104.2  million,
which includes $10.4 million for Zweig, increased $18.9 million (22%) from $85.3
million for the same  period in 1998,  of which $7.5  million and $10.5  million
related to the retail and institutional lines of business, respectively.

Employment  expenses of $55.8  million for the six months  ended June 30,  1999,
which includes $3.7 million for Zweig, increased $10.8 million (24%) as compared
to $45.0  million  for the  same  period  in  1998.  An  increase  in  incentive
compensation of $6.1 million resulted from improved sales in both the retail and
institutional lines of business,  and improved  performance by certain portfolio
managers and research  analysts.  Improved results by certain  subsidiaries,  on
which  compensation  is calculated,  contributed  $3.4 million of this increase.
Base compensation expense increased $.5 million in the second quarter of 1999. A
decrease of $.4 million resulted from the  out-sourcing of substantially  all of
PXP's fund  accounting  operations in the first  quarter of 1998.  Annual salary
adjustments  increased  compensation  by  $.9  million,  partially  offset  by a
reduction in staff levels in 1998  particularly in the investment  portfolio and
sales areas. An increase in profit sharing expense increased  employment expense
by $.5 million.  Savings  resulting from the closing of the equity department in
Hartford in early April 1999 were offset by the severance  costs related to that
action, which were recorded during the second quarter.

Other  operating  expenses of $31.2  million  for the six months  ended June 30,
1999,  which  includes $3.2 million for Zweig,  increased  $4.5 million (17%) as
compared to $26.7 million for the same period in 1998. Payments to a third party
administrator,  relating to the out-sourcing of substantially  all of PXP's fund
accounting  operations in the first quarter of 1998,  increased  other operating
expenses in the retail line of business by $1.7 million. Increases in investment
research  fees and  commissions  were offset by decreases in costs for temporary
employees and other miscellaneous  expenses. The first half of 1998 included $.4
million of  non-recurring  charges related to the  out-sourcing of substantially
all of PXP's fund accounting operations.



                                       18
<PAGE>


Depreciation and amortization of leasehold  improvements of $1.8 million for the
six months ended June 30, 1999,  which includes $.2 million for Zweig,  remained
relatively constant from $1.9 million for the same period in 1998. Certain fixed
assets  were  fully  depreciated  after the  second  quarter  of 1998,  reducing
depreciation expense in the current year.

Amortization  of goodwill  and  intangible  assets of $14.3  million for the six
months ended June 30, 1999  increased  $3.3  million  (30%) as compared to $11.0
million  for the same  period  in 1998 as a result  of the  amortization  of the
intangible  assets and goodwill  identified in the  preliminary  purchase  price
allocation of Zweig.

Amortization  of  deferred  commissions,  a  component  of the  retail  line  of
business,  of $1.0 million for the six months ended June 30, 1999  increased $.4
million  (67%) as  compared  to $.6  million  for the same period in 1998 due to
increased   redemptions  of  Class  B  mutual  fund  shares.   Pasadena  Capital
Corporation's  deferred  commissions asset established prior to February 1, 1998
continues to be amortized.

Operating  income  of $31.8  million  for the six  months  ended  June 30,  1999
increased $8.6 million (37%) as compared to $23.2 million for the same period in
1998 as a result of the changes discussed above.

Equity in  earnings  of  unconsolidated  affiliates  of $.5  million for the six
months  ended June 30, 1999  decreased  $1.6  million  (77%) as compared to $2.1
million for the same period in 1998. PXP sold its investment in BG in the fourth
quarter of 1998.  PXP's share of BG's  income for the six months  ended June 30,
1998 was $2.0 million. Equity earnings from PXP's joint venture in IPC increased
$.4  million  primarily  as a  result  of  IPC's  recognition  of a fee  from  a
significant second quarter transaction.

Other  income - net of $.7  million  for the six  months  ended  June  30,  1999
increased  $.1  million  (17%) as compared to $.6 million for the same period in
1998. PXP recorded a loss of $.3 million  related to its investment in Greystone
in the second  quarter of 1998. A decrease of $.2 million is the result of other
less significant items.

Interest  expense - net of $7.4  million for the six months  ended June 30, 1999
increased  $1.4 million (23%) as compared to $6.0 million for the same period in
1998.  The  exchange  of PXP's  preferred  stock  for  convertible  subordinated
debentures in April 1998 resulted in additional interest expense of $1.2 million
in 1999, while eliminating  PXP's preferred stock dividend.  An increase of $2.6
million is due to additional  interest  charges  resulting from the financing of
the Zweig  acquisition.  A decrease of $1.8 million is primarily  due to a lower
average  outstanding  principal  balance  on other  debt and a  decrease  in the
average interest rate as compared to the same period in 1998. Other interest and
dividend income increased $.1 million.  Interest on a note receivable related to
the sale of BG resulted in income of $.2 million.

Income to minority  interest of $1.6 million and $1.0 million for the six months
ended  June  30,  1999  and  1998,   respectively,   represents   the   minority
shareholders'  interest  in the  equity  earnings  of  Seneca,  which  is  fully
consolidated in the Company's financial statements.

Net income for the six months  ended June 30,  1999 of $13.4  million  increased
$2.9 million (27%) from the $10.6 million for the same period in 1998, resulting
from the changes  discussed  above.  The  effective  tax rate of 44% for the six
months  ended June 30, 1999  remained  unchanged  relative to the same period in
1998.




                                       19
<PAGE>



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

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

Investment  management  fees - pro forma of $63.1  million for the three  months
ended June 30, 1999  increased $5.1 million (9%) from $58.0 million for the same
period in 1998.  In addition to the  historical  variances  noted  above,  Zweig
investment  management fees decreased $1.6 million due to a $.7 billion decrease
in average assets under management  resulting from the net effect of performance
and asset outflows.

Net income - pro forma of $7.4  million for the three months ended June 30, 1999
increased of $1.8 million  (31%) as compared to $5.6 million for the same period
in  1998,  resulting  from the  effects  of the  changes  discussed  above.  The
effective  tax rate  decreased  to 44% for the three  months ended June 30, 1999
from 45% for the same period in 1998.


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

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

Investment  management  fees - pro forma of $123.6  million  for the six  months
ended June 30, 1999  increased  $11.2 million (10%) from $112.5  million for the
same period in 1998. In addition to the historical  variances noted above, Zweig
investment  management fees decreased $2.2 million due to a $.6 billion decrease
in average assets under management  resulting from the net effect of performance
and asset outflows.

Net income - pro forma of $13.4  million for the six months  ended June 30, 1999
increased $2.2 million (19%) as compared to $11.3 million for the same period in
1998,  resulting  from the  changes  discussed  above.  The  effective  tax rate
decreased  to 44% for the six months  ended June 30,  1999 from 45% for the same
period in 1998.


Liquidity and Capital Resources

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

The Company's  current  capital  structure,  as of July 31, 1999,  includes 43.9
million shares of common stock  outstanding  and $76.4 million of 6% Convertible
Subordinated  Debentures  with a principal  value of $25.00 per  debenture.  The
current  dividend  rate on common  stock is $.06 per share per  quarter.  If the
dividend  rate remains  constant for 1999,  the total annual  dividend on common
stock would be $10.5 million based upon shares outstanding at July 31, 1999. The
total  annual  interest   expense  on  the  debentures   based  upon  debentures
outstanding at July 31, 1999, at an interest rate of 6%, would be $4.6 million.



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<PAGE>



The Company has two five-year credit facilities,  totaling $375 million, with no
required principal  repayments prior to maturity ($200 million matures in August
2002 and $175 million matures in March 2004). The outstanding  obligations under
the  credit  facilities  at June 30,  1999 were  $275  million  with an  average
interest rate of approximately 5.5%. The credit agreements contain financial and
operating  covenants  including,  among other provisions,  requirements that the
Company maintain certain  financial ratios and satisfy certain  financial tests,
restrictions on the ability to incur indebtedness, and limitations on the amount
of the  Company's  capital  expenditures.  At June 30, 1999,  the Company was in
compliance with all covenants  contained in the credit  agreements.  The Company
believes  that funds from  operations  and  amounts  available  under the credit
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.

Market Risk

The Company is exposed to the impact of interest rate changes and changes in the
market value of its investments  and assets  managed.  The Company does not have
any derivative  investments  and, as of the fourth quarter of 1998, is no longer
exposed to foreign currency fluctuations.

The  Company's  exposure to changes in interest  rates is limited to  borrowings
under two five-year credit  agreements,  which have variable interest rates. The
average interest rate on the credit agreements in the first half of 1999 and for
all of 1998 was  approximately  5.4% and 6.0%,  respectively.  In addition,  the
Company  has  Convertible  Subordinated  Debentures bearing  interest  at 6%. At
June 30, 1999, the  Company  estimated  that the fair value  of the  Convertible
Subordinated Debentures approximated market value.

The Company  invests  excess cash in  marketable  securities,  which  consist of
mutual  fund  investments,  of  which  the  Company  is the  advisor,  and  U.S.
Government obligations.  The fair value of these investments approximated market
value at June 30, 1999.

The  Company's  revenues  are largely  driven by the market  value of its assets
under  management  and is therefore  exposed to  fluctuations  in market prices.
Management fees earned on managed  accounts and certain  institutional  accounts
(approximately 42% of total assets under management), for any given quarter, are
based on the  market  value of the  portfolio  on the last day of the  preceding
quarter.  Any  significant  increase  or decline  in the market  value of assets
managed on the last day of a quarter would result in a corresponding increase or
decrease in revenues for the following three months.

Impact of the Year 2000 Issue

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

Based upon Company assessments,  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.



                                       21
<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 has determined the compliance  status of
mission  critical  third  party  products  and has  completed  upgrades to their
claimed compliant  versions where needed.  The Company's total Year 2000 project
cost and estimate to complete  include the estimated  costs and time  associated
with the impact of a third  party's Year 2000 Issue,  and are based on presently
available  information.  However, if the systems of other companies on which the
Company's  systems  rely  are not  converted  in a  timely  fashion,  or are not
converted  at all, or are  converted in a manner that is  incompatible  with the
Company's  systems,  the Company's  operations  and  financial  results could be
adversely affected.

The Company is utilizing internal resources to reprogram,  or replace,  and test
the software for Year 2000 modifications. The assessment and inventory phases of
the project have been  completed.  The Company has  substantially  completed the
remediation,  testing and  contingency  planning phases of the Year 2000 project
and  expects  to  complete  this work by  September  30,  1999.  Testing  of the
contingency plans will occur during the remainder of 1999 where appropriate. The
total cost of the Year 2000  project is  estimated  at $5.3 million and is being
funded through  operating cash flows,  which are being expensed as incurred.  To
date,  the  Company  has  incurred  approximately  $4.0  million  related to the
assessment  of its Year 2000  project,  the  development  of a Year  2000  plan,
remediation, testing, and contingency planning. The total cost to the Company to
become Year 2000  compliant  is not  expected  to have a material  impact on the
Company's results of operations.

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


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

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





                                       22
<PAGE>



PART II. Other Information

 Item 1. Legal Proceedings

         With regard to the  litigation  between  PXP and the former  members of
         Associated Surplus Dealers,  as outlined in PXP's 1998 Annual Report on
         Form 10-K, in April 1999 the court  transferred  the case to its docket
         for complex cases. No new trial date has been set.

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

     (a) The Annual  Meeting of  Stockholders  of the registrant was held May 6,
         1999 for the election of directors.

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

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

     (c) One matter was voted upon:

         The results of the election of directors are as follows:

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

         John T. Anderson      39,862,435        157,839              0
         Clyde E. Bartter      39,862,435        157,839              0
         Richard H. Booth      39,862,435        157,839              0
         Glen D. Churchill     39,862,435        157,839              0
         Robert W. Fiondella   39,862,435        157,839              0
         Michael E. Haylon     39,862,435        157,839              0
         Marilyn E. LaMarche   39,862,435        157,839              0
         Philip R. McLoughlin  39,862,435        157,839              0
         James M. Oates        39,862,435        157,839              0
         Calvin J. Pedersen    39,862,435        157,839              0
         Donna F. Tuttle       39,862,435        157,839              0
         Ferdinand L. Verdonck 39,862,435        157,839              0
         David A. Williams     39,862,435        157,839              0


 Item 6. Exhibits and Reports on Form 8-K

         No items submitted.




                                       23
<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, 1999                     /s/ Philip R. McLoughlin
                                    ------------------------------
                                    Philip R. McLoughlin, Chairman and
                                    Chief Executive Officer


August 11, 1999                     /s/ William R. Moyer
                                    ------------------------------
                                    William R. Moyer, Chief Financial Officer




                                       24