PHOENIX WORLDWIDE OPPORTUNITIES FUND
24F-2NT, 1995-08-28
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                                                              August 28, 1995 





Securities and Exchange Commission 
450 Fifth Street, N.W. 
Washington, D.C.  20549 

RE:      Rule 24f-2 Notice for Phoenix Worldwide Opportunities Fund  
         Registration No. 2-16590 


To the Commission Staff: 

         The following information is provided pursuant to Rule 24f-2(b) under 
the Investment Company Act of 1940. 

         (i)      Fiscal year ended:  June 30, 1995 

         (ii)     Shares of beneficial interest previously registered which 
                  remained unsold at the beginning of the fiscal year:  None 

         (iii)    Shares of beneficial interest registered otherwise than 
                  pursuant to Rule 24f-2:  None 

         (iv)     Shares of beneficial interest sold during the fiscal 
                  year:  5,634,092 

         (v)      Shares of beneficial interest sold during the fiscal year in 
                  reliance upon Rule 24f-2: 5,634,092 



<PAGE>


Securities and Exchange Commission 
Rule 24f-2 Notice for Phoenix Worldwide Opportunities Fund  
Registration No. 2-16590 
Page  2. 

     Enclosed is an opinion of counsel. The filing fee of $2,423.88 1/ paid
pursuant to Section 6(b) of the Securities Act of 1933 has been wired to the
Commission lockbox at Mellon Bank, Pittsburgh, PA.


                                                     Very truly yours, 


                                                     /s/ Patricia O. McLaughlin 
                                                     Patricia O. McLaughlin 
                                                     Assistant Secretary 


Enclosure 

fund\1725 

- - --------
1/       The registration fee is calculated as follows: 

         (a)      Actual aggregate sales price of shares sold during the 
                  fiscal year: $55,793,449 

         (b)      Actual aggregate price of shares redeemed or repurchased 
                  during the fiscal year:  $48,764,229 

         (c)      Actual aggregate price of shares repurchased or redeemed 
                  and previously applied by the issuer on a filing made 
                  pursuant to Section 24(e)(1): $0 

         (d)      Difference of (b) less (c): $48,764,229 

         (e)      Difference of (a) less (d): $7,029,220 

         (f)      Registration fee pursuant to Section 6(b) of the Securities 
                  Act of 1933: $2,423.88 





                                            August 28, 1995 



Board of Trustees 
Phoenix Worldwide Opportunities Fund  
101 Munson Street 
Greenfield, MA 01301 

RE:      Registration Statement No. 2-16590 


Gentlemen: 


     I have served as counsel to the Phoenix Worldwide Opportunities Fund in
connection with the registration on Form N-1A of an indefinite number of its
shares of beneficial interest under the Securities Act of 1933 and the
subsequent notification with respect to 5,634,092 such shares sold in reliance
upon Rule 24f-2 under the Investment Company Act of 1940 during the fiscal
year ended June 30, 1995 (the "Shares").


     Based on my review of the relevant materials, it is my opinion that the
Shares are duly issued, fully paid and non-assessable. I consent to the use of
this opinion in connection with the Rule 24f-2 Notice to be filed with the
Securities and Exchange Commission.

                                                    Very truly yours, 

                                                    /s/ Patricia O. McLaughlin 
                                                    Patricia O. McLaughlin 






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