PHOENIX ZWEIG TRUST
497, 1999-09-02
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                               PHOENIX-ZWEIG TRUST

                      Supplement dated September 2, 1999 to
      Prospectus and Statement of Additional Information dated May 1, 1999,
                        as supplemented August 20, 1999

               THE INFORMATION CONTAINED IN THIS SUPPLEMENT DATED
                                SEPTEMBER 2, 1999
               SUPERCEDES THAT CONTAINED IN THE SUPPLEMENT DATED
                                AUGUST 20, 1999.
        THIS SUPPLEMENT CORRECTS THE TRANSFER AGENT FEES SET FORTH IN THE
                          AUGUST 20, 1999 SUPPLEMENT.


Effective July 23, 1999, Phoenix Equity Planning Corporation ("PEPCO"), 100
Bright Meadow Boulevard, P.O. Box 2200, Enfield, CT 06083-2200, became Transfer
Agent for the Trust. PEPCO receives a fee equivalent to $13.50 for each
shareholder account, plus out-of-pocket expenses. This represents no change from
the fees paid to the former Transfer Agent. The Transfer Agent is authorized to
engage subagents to perform certain shareholder servicing functions from time to
time for which such agents are paid a fee by the Transfer Agent. State Street
Bank and Trust Company serves as subtransfer agent pursuant to a Subtransfer
Agency Agreement.

All references to the former Transfer Agent contained in the current prospectus
and Statement of Additional Information are hereby replaced with the above
information.

                INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE
             PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION FOR
                                FUTURE REFERENCE.


PXP 1196TA-R (9/99)





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