1933 Act/1940 Act
Registration
May 31, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Phoenix-Aberdeen Series Fund
Notification of Registration on Form N-8A
and Registration Statement on Form N-1A
To the Commission Staff:
On behalf of Phoenix-Aberdeen Series Fund (the "Registrant"), a
Massachusetts business trust, transmitted herewith is the following:
(1) a Notification of Registration on Form N-8A under the Investment
Company Act of 1940; and
(2) a Registration Statement on Form N-1A under the Investment Company
Act of 1940 and the Securities Act of 1933.
Registration fees in the amount of $500 for the registration of an
indefinite number of shares under the Securities Act of 1933, and $1,000 for the
registration fee payable under the Investment Company Act of 1940, have been
wired to the Commission's lockbox at Mellon Bank, Pittsburgh, PA.
Subject to compliance with applicable securities laws, the Registrant
plans to engage in a continuous public offering of shares of the Fund in the
fall of 1996. Therefore, we shall greatly appreciate receiving as soon as
possible any comments which the Staff may have with respect to this filing.
Please contact the undersigned at (860) 403-5788 if you have questions
concerning this Registration Statement.
Very truly yours,
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
/s/Richard J. Wirth
Richard J. Wirth, Counsel:
