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 March 31, 1997



                        PHOENIX DUFF & PHELPS CORPORATION







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


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



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


On April 30, 1997, the registrant had 44,087,831 shares of $.01 par value common
stock outstanding.


<PAGE>


               PHOENIX DUFF & PHELPS CORPORATION AND SUBSIDIARIES

                          Quarter Ended March 31, 1997

                                      Index


PART I   -   FINANCIAL INFORMATION:


   Item 1. Consolidated Financial Statements:

           Consolidated Condensed Statements of Financial Condition.   3
              March 31, 1997 and December 31, 1996

           Consolidated Statements of Income .......................   4
              Three Months Ended March 31, 1997 and
              Three Months Ended March 31, 1996

           Consolidated Condensed Statements of Cash Flows .........   5
              Three Months Ended March 31, 1997 and
              Three  Months Ended March 31, 1996

           Notes to the Consolidated Financial Statements...........   6 - 7


   Item 2. Management's Discussion and Analysis of:

           Results of Operations and Financial Condition............   8 - 9

           Liquidity and Capital Resources.  .......................   10


PART II   -   OTHER INFORMATION:


   Item 4. Submission of Matters to a Vote of Security Holders......   11

   Signatures......................................................    11


<PAGE>

        

PART  I.     Financial Information
   Item 1.     Consolidated Financial Statements


               Phoenix Duff & Phelps Corporation and Subsidiaries
            Consolidated Condensed Statements of Financial Condition
                                 (In thousands)

<TABLE>
                                                     (Unaudited)
                                                       March 31,   December 31,
                                                          1997         1996
<S>                                                   <C>          <C>
Assets
Current Assets
  Cash and cash equivalents                           $   27,596   $   22,466
  Marketable securities, at market                         4,059        4,070
  Accounts receivable                                     27,050       25,668
  Prepaid expenses and other current assets                3,703        4,287
                                                       ---------- -----------
     Total current assets                                 62,408       56,491

Deferred commissions                                      18,883       17,749
Furniture, equipment and leasehold improvements, net       8,334        8,377
Goodwill and intangible assets, net                      226,467      226,754
Investment in Beutel, Goodman & Company Ltd.              32,127       31,746
Long-term investments and other assets                    12,610       24,567
                                                      -----------  ----------
     Total assets                                     $  360,829   $  365,684
                                                      ===========  ========== 
Liabilities and Stockholders' Equity
Current Liabilities
 Accounts payable and accrued liabilities             $   14,300    $  13,306
 Payables to related parties                               4,241        3,874
 Broker-dealer payable                                     7,091        8,487
 Current portion of long-term debt                                      2,500
                                                       ---------    ---------
     Total current liabilities                            25,632       28,167

Deferred taxes, net                                       35,319       33,860
Long-term debt, net of current portion                    10,000       14,000
Lease obligations and other long-term liabilities          6,199        7,884
                                                      ----------   ----------
     Total liabilities                                    77,150       83,911
                                                      ----------   ----------  
Contingent Liabilities

Series A Convertible Exchangeable Preferred Stock         78,822       78,504
                                                      -----------  ----------

Stockholders' Equity
Common stock, $.01 par value, 100,000,000 shares authorized,
 44,046,631 and 44,037,416 shares issued and outstanding     442          440
Additional paid-in capital                               188,035      185,415
Retained earnings                                         12,743       12,812
Net unrealized gain on securities available for sale       5,409        4,932
Foreign currency translation                                (527)        (330)
Treasury stock                                            (1,245)
                                                      ----------   ----------
   Total stockholders' equity                            204,857      203,269
                                                      -----------  ----------
   Total liabilities and stockholders' equity         $  360,829   $  365,684
                                                      ===========  ==========
</TABLE>

     The accompanying notes are an integral part of these statements.

                                   3

PAGE>


               Phoenix Duff & Phelps Corporation and Subsidiaries
                        Consolidated Statements of Income
                                   (Unaudited)
                      (In thousands, except per share data)

<TABLE>

                                                   Three months ended March 31,
                                                         1997         1996
<S>                                                    <C>          <C>
Revenues
Investment management fees                             $  28,844    $  30,608
Mutual funds - ancillary fees                              5,821        4,853
Financial consulting and investment research fees                       4,655
Other income and fees                                      1,221        1,069
                                                      ----------- -----------
    Total revenues                                        35,886       41,185
                                                       ----------  ----------

Operating Expenses
Employment expenses                                       15,197       16,277
Other operating expenses                                   8,500       10,024
Depreciation and amortization of
 leasehold improvements                                      641          510
Amortization of goodwill and intangible assets             2,365        2,408
Amortization of deferred commissions                       1,702        1,432
                                                       ----------  ----------
    Total operating expenses                              28,405       30,651
                                                        ---------   ---------

Operating Income                                           7,481       10,534
                                                        ---------   ---------

Other (Expense) Income - Net                              (1,163)       2,803
                                                        ---------   ---------
Interest (Income) Expense - Net
Interest expense                                             240          475
Interest income                                             (293)        (473)
                                                        ---------   ---------   
Total interest (income) expense - net                        (53)           2
                                                        ---------   ---------

Income before income taxes                                 6,371       13,335
Provision for income taxes                                 2,612        6,222
                                                        ---------   ---------

Net Income                                                 3,759        7,113
Series A preferred stock dividends                         1,185        1,172
                                                      -----------  ----------
Income available to common stockholders                $   2,574    $   5,941
                                                       ==========   =========

Weighted average shares outstanding
  Primary                                                 44,597       43,957
  Fully diluted                                           54,472       53,760

Earnings per share
  Primary                                              $     .06   $      .14
  Fully diluted                                                    $      .13
     
</TABLE>
     The accompanying notes are an integral part of these statements.

                                   4


<PAGE>


               Phoenix Duff & Phelps Corporation and Subsidiaries
                 Consolidated Condensed Statements of Cash Flows
                                   (Unaudited)
                                 (In thousands)

<TABLE>
                                                  Three months ended March 31,
                                                        1997             1996
<S>                                                    <C>           <C>
Cash flows from operating activities:
 Net income                                            $   3,759     $   7,113
 Adjust

ments to reconcile net income to net cash
    provided by operating activities:
  Depreciation and amortization                              641           510
  Amortization of goodwill and intangible assets           2,365         2,408
  Amortization of deferred commissions                     1,702         1,432
  Equity earnings of unconsolidated affiliates               934        (1,371)
  Payments of deferred commissions                        (2,836)       (2,128)
  Changes in other operating assets and liabilities          962        (7,937)
  Unrealized depreciation (appreciation)
    on mutual fund investments                                58           (80)
                                                       ---------     --------- 
   Net cash provided by (used in) operating activities     7,585          (53)
                                                       ---------     --------- 
Cash flows from investing activities:
Purchase of marketable securities, net                       (47)         (452)
Sale of fixed assets                                                       136  
Proceeds from long-term investments                       11,246
Purchase of partnership interest                          (2,220)
Other investing activities                                  (418)          797
Capital expenditures, net                                   (598)       (1,451)
                                                       ---------     ---------
  Net cash provided by (used in) investing activities      7,963         (970)
                                                       ---------     ---------

Cash flows from financing activities:
(Repayment) borrowing of long-term debt, net              (6,500)       2,700
Dividends paid                                            (3,828)      (3,353)
Stock repurchase                                          (1,245)
Proceeds from issuance of stock                            1,155           81
                                                       ---------    ---------
Net cash used in financing activities                    (10,418)        (572)
                                                       ---------    ---------
Net increase (decrease) in cash and cash equivalents       5,130       (1,595)
Cash and cash equivalents, beginning of period            22,466       16,306
                                                       ---------    ---------
Cash and cash equivalents, end of period               $  27,596    $  14,711
                                                       ==========   =========
</TABLE>

     The accompanying notes are an integral part of these statements.

                                   5



<PAGE>


           Phoenix Duff & Phelps Corporation and Subsidiaries
             Notes to the Consolidated Financial Statements
                              (Unaudited)

1. Basis of Presentation

   The unaudited consolidated financial statements of Phoenix Duff & Phelps
   Corporation (PDP or the Company) included herein have been prepared in
   accordance with the instructions to 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 PDP's Form 10-K for the year ended December 31, 1996.

2. Organization

   As described more fully in Notes 1 and 3 to PDP's Annual Report for the year
   ended December 31, 1996, PDP was formed on November 1, 1995 when Phoenix
   Securities Group Inc. (PSG), merged into Duff & Phelps Corporation (D&P) (the
   Merger). The transaction was accounted for as a purchase of D&P by PSG.

3. Dividends and Other Capital Transactions

   For the periods ended March 31, 1997 and March 31, 1996, earnings per share
   were computed using weighted average shares of common stock and common stock
   equivalents outstanding. Common stock equivalents are based on outstanding
   stock options under nonqualified stock option plans.

   On May  13, 1997, the Company's Board of Directors approved quarterly
   dividends of $.06 per common share and $.375 per preferred share, payable
   June 10, 1997 to stockholders of record on May 29, 1997.

   As of March 31, 1997, the Company, in accordance with the previously
   announced stock repurchase  program, had purchased 160,000 shares of PDP 
   common stock at a total cost of $1.2 million.

4. Investment in Beutel, Goodman & Company Ltd.

   At March 31, 1997, PDP had a 49% interest in the outstanding common stock of
   Beutel, Goodman & Company Ltd. (BG). BG is a Canadian-based investment
   counseling firm with approximately $9.4 billion in assets under management at
   March 31, 1997.

   PDP's consolidated condensed statements of financial condition  and
   consolidated income statements contain the following components related to
   the BG investment:

<TABLE>
                                                       March 31,   December 31,
                                                          1997          1996
                                                            (in thousands)
<S>                                                     <C>          <C>
Statements of Financial Condition:                       
   Acquisition costs of investment in BG's
     common stock and debentures                        $  30,045    $  30,045
   Equity in BG net income                                  5,108        4,021
   Dividends received                                        (341)        (285)
   Amortization of BG acquisition costs over
     proportional net equity in BG's assets                (1,793)      (1,476)
   Deferred tax on translation adjustments                   (366)        (229)
   Currency translation adjustments                          (526)        (330)
                                                         ---------   ---------
   Total BG investment                                   $ 32,127    $  31,746
                                                         =========   ========= 

                                    6

<PAGE>


                                                       March 31,      March 31,
                                                           1997         1996
                                                            (in thousands)
   Statements of Income:
   Equity in BG net income, net of amortization       $    770     $     644
      Interest income - BG debentures                                    135
                                                      --------     ---------
                                                      $    770     $     779
                                                      =========    =========
</TABLE>

   The PDP consolidated condensed statements of financial condition contain
   currency translation adjustments, related to the investment in BG, as a
   component of stockholders' equity.  These losses, resulting from the
   translation of foreign currency, are deferred and accumulated in
   stockholders' equity until the investment in BG is sold or substantially
   liquidated.

   The following reflects summarized BG financial information for the three
   months ended March 31, :

                                                           1997         1996
                                                             (in thousands)

   Total revenues                                     $   7,361     $   6,800
   Net income                                         $   2,237     $   1,900

5. Other Investments

   In the first quarter of 1997, D&P CBO Partners, L.P. (D&P CBO) and Windy
   City CBO Partners, L.P. (WCCBO) were liquidated.  In accordance  with the
   respective partnership agreements, the remaining assets of the
   partnerships were sold, obligations were settled and all remaining cash
   was distributed to the partners.  PDP received zero and $11.2 million from 
   the liquidation of D&P CBO and WCCBO, respectively. As a result of the 
   liquidation of the partnerships, PDP recognized losses of zero and 
   $1.5 million, respectively, from D&P CBO and WCCBO representing its share
   of partnership losses up to the date of liquidation.

6. Capital Markets

   On May 14, 1996 the Company announced that it was exiting the fee based
   investment research and financial consulting businesses. Substantially all of
   the fee based investment research activities were immediately closed and, on
   July 1, 1996, the Company completed the sale of certain assets of the
   financial consulting and underwriting businesses to several former
   executives.  These divestitures were contemplated at the time of the Merger.
   The financial effects of these divestitures were treated as adjustments to
   the purchase price relating to the Merger.

                    
                                   7

<PAGE>




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

Results of Operations

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

At March 31, 1997, Phoenix Duff & Phelps had $33.0 billion of assets under
management, a decrease of $0.7 billion (2%) from December 31, 1996, and down
$1.3 billion (4%) from March 31, 1996. Since the revenues of the Company are
substantially based upon assets under management this information is important
to an understanding of the business.

                                   (In Millions)

                                March 31,     December 31,      March 31,
                                  1997           1996             1996
                              -----------    -----------     ------------


Open-end mutual funds          $  11,227       $  11,532      $  11,508
Closed-end mutual funds            2,878           2,984          2,844
Institutional                     12,020          12,276         13,442
General account                    6,845           6,857          6,501
                               ---------       ---------      ---------
                               $  32,970       $  33,649      $  34,295
                               =========       =========      =========


Three Months Ended March 31, 1997 Compared with Three Months Ended
------------------------------------------------------------------
March 31, 1996
--------------

Investment management fees of $28.8 million for the three months ended March 31,
1997 decreased $1.8 million (6%) as compared to $30.6 million for the same
period in 1996. Management fees from institutional accounts decreased $1.3
million as a result of a decrease in average assets under management due to the
loss of certain institutional accounts. Management fees for institutional mutual
funds, which were pooled separate accounts for two months of 1996 decreased
$363,000 as a result of lower fees earned on institutional mutual funds as
compared to pooled separate accounts. Fees earned managing Phoenix Home Life
Mutual Insurance Company's (PHL) sponsored variable products decreased $257,000
as a result of a change in the fee structure, which decreased investment
management fees, offset, in part, by an increase in average assets under
management.

Mutual funds - ancillary fees increased $968,000 (20%) to $5.8 million for the
three months ended March 31, 1997 as compared to $4.9 million for the same
period in 1996. Fund accounting fees increased $470,000 primarily as a result of
a change in the fee structures for the retail mutual funds and PHL  sponsored
variable products and an increase in institutional mutual fund average assets
under management. Net distributor fees increased $758,000 primarily due to
increased sales of B shares. Underwriter fees decreased $138,000 as a result of
decreased sales of mutual funds, offset by underwriter fees received from
certain PHL sponsored variable products. Shareholder service agent fees
decreased $128,000 as a result of fewer shareholder accounts.

Financial consulting and investment research services were not offered by PDP in
1997 as the operations of Duff & Phelps  Capital  Markets Co. and the fee-based
investment research and securities businesses were divested and closed,
respectively, in 1996.

Other income and fees increased  $152,000 (14%) for the three months ended March
31, 1997 as compared to the same period in 1996, primarily as a result of
increased B share redemptions.

Employment expenses decreased $1.1 million (7%) for the three months ended March
31, 1997 as compared to the same period in 1996.  This decrease is due to a $4.6
million reduction in employment expense resulting from the divestiture of Duff &
Phelps Capital Markets Co. This decrease was offset by non-recurring  charges
resulting from a senior executive exercising certain rights under his employment
agreement which resulted in $1.6 million of employment expenses being recognized
in the first quarter of 1997. The remaining increase was primarily the result of
annual salary adjustments and increases in the workforce.

                                     8

<PAGE>


Other operating expenses decreased $1.5 million (15%) to $8.5 million for the
three months ended March 31, 1997 from $10.0 million for the same period in
1996.  Operating expenses decreased primarily as a result of the July 1996
divestiture of Duff & Phelps Capital Markets Co.

Amortization of deferred commissions increased $270,000 (19%),for the three
months ended March 31, 1997 compared to the same period in 1996 as a result of
an increase in both the sales and redemptions of B shares.  Depreciation and
amortization of leasehold improvements increased $131,000 (26%) for the three
months ended March 31, 1997 compared to the same period in 1996 as a result of
increased expenditures on information technology. Amortization of goodwill and
intangible assets remained relatively unchanged.

Operating income decreased $3.1  million  (29%) to $7.5 million for the first
three months of 1997, as compared to the same period in 1996, as a result of the
changes discussed above.

Other (expense) income - net of ($1.2) million for the first three months of 
1997 decreased $4.0 million (143%) as compared to $2.8 million in the
corresponding period in 1996. A $1.5 million loss was recognized in the
first quarter of 1997 as a result of the liquidation of WCCBO. Upon
liquidation, all remaining assets of WCCBO were sold and the remaining
proceeds were distributed to the partners. PDP's share of equity earnings
from WCCBO was ($1.5) million for the three months ended March 31, 1997 a
decrease of $2.0 million from the $524,000 for the same period in 1996.
In addition, PDP recorded  $240,000 in losses in the first quarter of 1997
from its investment in Greystone Financial Group representing its share of
equity earnings in the company.  No income or loss was  recognized from the
Greystone  investment in the first quarter of 1996. The Company's share
of the Duff & Phelps/Inverness LLC joint venture income decreased $1.5 million
in the first quarter of 1997 as compared to the same period in 1996, as a result
of the joint venture's recognition of a $1.5 million advisory fee from a
significant first quarter 1996 transaction compared to no equity earnings in
1997.

Interest expense decreased $235,000 in the first quarter of 1997 primarily as
a result of a decrease in outstanding debt from $26.2 million at March 31,
1996 to $10.0  million  March 31, 1997.

The effective tax rate decreased from 47% in 1996 to 41% in 1997 primarily as
a result of a change in Connecticut tax law. The change, which was enacted in
May of 1996, modified the method of apportioning income for investment
advisors and, although retroactive  to January 1, 1996, was not reflected
in the results of operations of the Company until the second quarter of 1996.

As a result of the effects discussed above, net income for the first three
months of 1997 of $3.8 million reflects a decrease of $3.4 million (47%)
compared to the $7.1 million for the first three months of 1996.

                                     9

<PAGE>



Liquidity and Capital  Resources
--------------------------------

The Company's business is not considered to be capital intensive.  Working
capital requirements for the Company have historically been provided by
operating cash 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.
If future sales of mutual funds with a contingent deferred sales charge require
payment of commissions which exceed internally generated cash, financing may be
necessary.

The Company's current capital structure  includes 3.2 million shares of Series A
Preferred  Stock with a stated value of $25.00 per share and 44.0 million shares
of common stock. Dividends on the preferred  stock would total $4.7 million per
annum based on preferred shares outstanding at March 31,  1997.  The current
dividend  rate on common stock is $.06 per share per  quarter.  If the dividend
rate remains constant for 1997, the total dividend on common stock would be
approximately $10.6 million based upon shares outstanding at March 31, 1997.

The Company has a bank credit  agreement in place providing for a $27.0 million,
three year revolving  credit facility.  The  outstanding  obligation  under the
credit agreement at March 31, 1997, was $10.0 million.  Interest rates on such
borrowings averaged 6.5% for the first quarter of 1997. In the event adequate
financing is not available under this agreement, management believes that
additional financing can be secured. 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 March 31, 1997, 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
agreement will provide adequate liquidity for the foreseeable future.

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

                               10
 

<PAGE>


PART II.       Other Information
    Item 4.   Submission of Matters to a Vote of Security Holders

  No matters submitted to a vote.


                                    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 Duff & Phelps Corporation


May 14, 1997                         /s/ Philip R. McLoughlin 
                                     ------------------------------- 
                                     Philip R. McLoughlin, Chairman and
                                     Chief Executive Officer


May 14, 1997                         /s/ William R. Moyer 
                                     ---------------------------------
                                     William R. Moyer, Chief Financial Officer