PHOENIX VALUE EQUITY FUND
PHOENIX SMALL CAP VALUE FUND
Supplement dated March 20, 1998 to Prospectus
dated November 5, 1997 as supplemented November 5, 1997
Introduction
The following sentence should be inserted as the last sentence in the first
paragraph under the heading "Purchase of Shares" located on page 3 of the
Prospectus.
Class M Shares are currently closed to new investors and subsequent
investments by existing shareholders.
Investor Account Services
The sentence below should be inserted after the paragraph under the heading
"Exchange Privileges" on pages 18-19 of the Prospectus.
Existing shareholders in Class M Shares may exchange their shares for
Class M Shares of any other Affiliated Phoenix Fund without paying any
fees or sales charges provided the fund into which the exchange is made
has existing Class M Share investors at the time of the exchange.
PDP 2053M (3/98)
