PHOENIX INCOME & GROWTH FUND
N-30D, 1995-06-30
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PHOENIX INCOME AND GROWTH FUND

MARKET AND PORTFOLIO REVIEW

Investment Environment

Within the 12-month period ended April 30, 1995, the investment climate
changed dramatically. After disappointing investors for most of 1994 -- a
year which saw the Federal Reserve Board repeatedly hike short-term interest
rates to slow the economy and ward off inflation -- both stocks and bonds
made an exceptionally strong recovery in the first four months of 1995.

This rebound stemmed from a growing optimism among investors that the Fed
applied the right amount of pressure on the economy, without serious
disruption to the business cycle. Whether the Fed has successfully achieved
this balance, the so-called "soft landing," remains to be seen. Nevertheless,
signs of moderating growth and relatively subdued inflation over the early
months of 1995 have helped create a very positive environment for U.S.
financial markets.

Portfolio Review

Although the Fund produced a solidly positive gain over this reporting
period, results trailed the Fund's balanced benchmark. For the 12 months
ended April 30, 1995, Class A shares provided a total return of 5.95% and
Class B shares returned 5.23%. Over the same period, the balanced benchmark
produced a total return of 12.64%. All of these figures assume reinvestment
of any distributions but exclude the effect of sales charges. (The
accompanying chart provides additional performance information.)

While the portfolio has benefited from the improved market conditions thus
far in 1995, its full-year results were held back by a heavy fixed-income
allocation for most of 1994. This strategy appeared appropriate in light of
the Fund's income objectives and our concerns over risks in the stock market
as we entered 1994. But the Fed's aggressive interest-rate hikes over the
course of the year led to the worst bond market performance since 1927. The
portfolio was also hampered, although to a much lesser extent, by some
holdings in the emerging debt markets (Mexico and Argentina).

The emerging market holdings were eliminated from the portfolio before
yearend and we have continued to significantly increase the Fund's equity
holdings during this reporting period. As the economy has slowed, we have
stressed consistent growth companies as well as U.S. multinational companies
that are poised to benefit from recovering European economies. These steps
have helped the portfolio, allowing the Fund to participate in the equity
rally over the early months of 1995.

Outlook

Given the outlook for a slower pace of economic growth, we expect to remain
focused on consistent growth companies that are anticipated to benefit from
more robust economic growth overseas. We also expect to maintain our
aggressive equity position now that the interest rate environment is more
favorable.

                                      1
<PAGE>
Phoenix Income and Growth Fund

[line chart]

Average Annual Total Return
(Annual Compounding)
1 year ending 4/30/95 0.87%
5 years ending 4/30/95 9.81%
10 years ending 4/30/95 12.17%

               Phoenix
            Income and
          Growth Fund-    Standard &      Balanced
               Class A    Poor's 500*   Benchmark**
4/30/85          9,525        10,000        10,000
4/30/86         12,806        13,618        12,978
4/30/87         14,546        17,233        15,170
4/30/88         14,784        16,123        15,243
4/30/89         17,995        19,796        17,672
4/30/90         18,819        21,862        19,427
4/30/91         21,566        25,703        22,546
4/30/92         25,077        29,314        25,303
4/30/93         28,784        32,016        27,855
4/30/94         29,757        33,721        28,853
4/30/95         31,529        39,594        32,500

[End line chart]

[line chart]

Average Annual Total Return
(Annual Compounding)
1 year ending 4/30/95 0.46%
Inception to 4/30/95 6.81%

               Phoenix
            Income and
          Growth Fund-    Standard &      Balanced
               Class B    Poor's 500*   Benchmark**
1/3/92          10,000        10,000        10,000
4/30/92         10,268        10,020        10,011
4/30/93         11,715        10,943        11,020
4/30/94         12,022        11,526        11,415
4/30/95         12,650        13,534        12,858

[End line chart]

These charts assume an initial investment of $10,000 made on April 30, 1985
for Class A shares and January 3, 1992 (inception date) for Class B shares.
Total returns for Class A shares reflect the maximum sales charge of 4.75% on
the initial investment and assume reinvestment of dividends and capital
gains. Class B shares reflect the 5% contingent deferred sales charge (CDSC),
which is applicable on all shares redeemed during the 1st year after purchase
and 4% for all shares redeemed during the 2nd year after purchase (scaled
down to 3%-3rd year, 2%-4th and 5th year and 0% thereafter). Returns indicate
past performance which is not predictive of future performance. Investment
return and principal value will fluctuate so that your shares, when redeemed,
may be worth more or less than the original cost. Foreign investing involves
special risks, such as currency fluctuation and less public disclosure as
well as economic and political risks.
 *The S&P 500 Stock Index is an unmanaged but commonly used measure of stock
  total return performance. The S&P 500's performance does not reflect sales
  charges.
**The Balanced Benchmark is calculated based upon the performance of the
  following indices: 55% S&P 500/35% Lehman Brothers' Aggregate Bond
  Index/10% U.S. Treasury Bills and is produced by Frank Russell Company. The
  index's performance does not reflect sales charges.

                                        2
<PAGE>
Phoenix Income and Growth Fund
                        INVESTMENTS AT APRIL 30, 1995
                                        STANDARD
                                        & POOR'S        PAR
                                         RATING        VALUE
                                      (Unaudited)      (000)         VALUE
U.S. GOVERNMENT SECURITIES--22.5%
 U.S. Treasury Bonds--1.2%
 U.S. Treasury Bonds 7.25%, '04           AAA        $ 10,500     $ 10,631,250
 U.S. Treasury Notes--21.3%
 U.S. Treasury Notes 7.50%, '96           AAA          42,000       42,616,812
 U.S. Treasury Notes 4.75%, '97           AAA          29,500       28,599,955
 U.S. Treasury Notes 6.50%, 97            AAA          10,500       10,477,026
 U.S. Treasury Notes 7.375%, '97          AAA          28,000       28,433,160
 U.S. Treasury Notes 5.25%, '98           AAA          20,000       19,112,800
 U.S. Treasury Notes 5.875%, '99          AAA          19,500       18,874,440
 U.S. Treasury Notes 7.75%, '99           AAA          30,000       31,031,250
 U.S. Treasury Notes 7.875%, '99          AAA           7,000        7,271,110
                                                                   186,416,553
TOTAL U.S. GOVERNMENT SECURITIES
Identified cost $195,991,892)                                      197,047,803

CONVERTIBLE BONDS--13.0%
Conglomerates--1.6%
 Hanson America, Inc. Cv. 144A
  2.39%, '01 (b)                            A+         18,200       13,832,000
Electrical Equipment--0.5%
 General Signal Corp. Cv.
  5.75%, '02                                A-          4,000        4,140,000
Entertainment, Leisure & Gaming--5.3%
 Comcast Corp. Cv SIRENS (3.375%,
  9/97) 5.5%, '05                           B+          4,500        3,645,000
 Comcast Corp. Cv. 1.125%, '07              B+         14,650        6,226,250
 Time Warner, Inc. Cv.
  8.75%, '15                               BB+         34,030       34,030,000
 Turner Broadcasting Cv. 144A 0%,
  '07 (b)                                  BB-          7,000        2,905,000
                                                                    46,806,250
Food--1.3%
 Grand Metropolitan PLC Cv. 144A
  6.50%, '00 (b)                          BBB          10,750       11,556,250
Health Care--Drugs--0.2%
 Chiron Corp. Sub Notes Cv. 144A
  1.90%, '00 (b)                          BBB+          2,500        1,800,000
Metals & Mining--0.3%
 Freeport McMoRan, Inc. Cv.
  0%, '06                                  BB-          8,000        2,940,000
Natural Gas--1.1%
 Apache Corp. Cv 144A 6%, '02 (b)         BBB           2,500        2,737,500
 Consolidated Natural Gas Co. Cv.
  7.25%, '15                                A+          7,000        7,105,000
                                                                     9,842,500
Office & Business Equipment--0.4%
 EMC Corp. Sub Notes Cv. 4.25%,
  '01                                       B+       $  3,000     $  3,420,000
Oil--1.2%
 Amoco CDA Petroleum Co. Cv.
  7.375%, '13                              AA-          2,250        2,801,250
 Pennzoil Co. Cv. 6.50%, '03              BBB           6,000        7,200,000
                                                                    10,001,250
REITS--1.1%
 Health Care Property, Inc. Cv.
  144A 6%, '00 (b)                        BBB           1,500        1,380,000
 Liberty Property Trust Cv.
  8%, '01                                  NR           6,000        5,670,000
 Meditrust Cv. 9%, '02                    BBB-          2,600        2,925,000
                                                                     9,975,000
TOTAL CONVERTIBLE BONDS
Identified cost $117,073,703)                                      114,313,250

NON-CONVERTIBLE BONDS--14.1%
Aerospace & Defense--0.8%
 McDonnell Douglas Corp.
  9.90%, '98                              BBB           4,000        4,040,000
 McDonnell Douglas Corp.
  9.84%, '98                              BBB           3,000        3,022,500
                                                                     7,062,500
Airlines--2.6%
 AMR Corp. 9.50%, '01                      BB+          9,000        9,562,941
 United Airlines, 91-A1,
  9.20%, '08                               BB+          8,534        8,491,697
 United Airlines, 93-A3
  8.39%, '11                               BB+          5,000        4,410,400
                                                                    22,465,038
Auto & Truck Parts--0.5%
 American Car Line Equipment
  8.25%, '08                              BBB-          4,329        4,250,069
Banks--0.8%
 Citicorp 8.625%, '02                       A-          4,000        4,203,600
 Citicorp 9%, '99                           A-          3,000        3,161,400
                                                                     7,365,000
Computer Software & Services--0.6%
 CSC Enterprises
  144A 6.80%, '99 (b)                       A           5,000        4,886,700
Entertainment, Leisure & Gaming--3.4%
 Rogers Cablesystems Ltd. 9.625%,
  '02                                      BB+          8,000        8,080,000
 Royal Caribbean Cruises
  8.25%, '05                              BBB-          5,000        5,000,200

                       See Notes to Financial Statements.

                                        3
<PAGE>
Phoenix Income and Growth Fund
                                        STANDARD
                                        & POOR'S        PAR
                                         RATING        VALUE
                                      (Unaudited)      (000)         VALUE
Entertainment, Leisure & Gaming (continued)
 Turner Broadcasting
  7.40%, '04                               BB+         $ 5,000    $  4,462,500
 Turner Broadcasting 8.375%, '13           BB+           3,000       2,587,500
 Viacom International, Sub
  Debenture 8%, '06                        BB-          10,000       9,250,000
                                                                    29,380,200
Hospital Management & Services--0.8%
 Columbia Healthcare/HCA Corp.
  Deb. 6.50%, '99                         BBB+           7,000       6,788,600
Natural Gas--0.5%
 Coastal Corp. 8.125%, '02                 BB+           4,000       4,020,160
Non-Agency Mortgage Backed--2.1%
 DLJ Mortgage Acceptance 93-M12,
  B1 8.80%, '03                           BBB((d))       1,000         984,375
 G.E. Capital Mortgage Serv. 94-9,
  M 6.50%, '24                             AA           11,872      10,002,338
 Prudential Home Mortgage 94-15, M
  6.80%, '24                               Aa((d))       8,665       7,457,757
                                                                    18,444,470
Pollution Control--0.3%
 Laidlaw, Inc. 7.875%, '05                BBB+           3,000       2,978,214
Publishing, Broadcasting, Printing & Cable--1.2%
 News America Holdings
  9.125%, '99                             BBB-           5,000       5,275,000
 News America Holdings
  10.125%, '12                            BBB-           5,000       5,662,500
                                                                    10,937,500
Textile & Apparel--0.5%
 Westpoint Stevens 8.75%, '01              BB-           5,000       4,837,500
TOTAL NON-CONVERTIBLE BONDS
  (Identified cost $126,384,858)                                   123,415,951

                                                       SHARES
CONVERTIBLE PREFERRED STOCKS--5.2%
Banks--0.9%
 Barnett Banks, Inc. $4.50 Cv.
  Pfd.                                                  50,000       4,450,000
 Great Western Financial Corp.
  $4.375 Cv. Pfd.                                          300          17,063
 H. F. Ahmanson & Co. Cv. Pfd.                          74,000       3,626,000
                                                                     8,093,063
Financial Services--0.3%
 Allstate (Pmi Corp) Cv. Pfd.
  $2.30                                                 63,400       2,290,325
Metals & Mining--0.7%
 Freeport-McMoRan Copper Cv. Pfd.
  5%                                                   275,000       5,912,500
Oil--2.5%
 ARCO 9% "Lyondell" Notes                              200,000       5,150,000
 Occidental Petroleum Corp. 144A
  3.875%, Cv. Pfd.(b)                                  195,000      10,603,125

                                                        SHARES           VALUE
 Unocal Corp. 144A $3.50 Cv. Pfd.
  (b)                                                  125,000    $  6,656,250
                                                                    22,409,375
Tobacco--0.6%
 RJR Nabisco, Inc.
  9.25% PERCS                                          825,000       4,950,000
Utility--Telephone--0.2%
 Sprint Corp. Cv. Pfd. DECS                             67,400       2,257,900
TOTAL CONVERTIBLE PREFERRED STOCKS
(Identified cost $46,196,321)                                       45,913,163
PREFERRED STOCKS--3.1%
Banks--1.0%
 Citicorp 8%, Pfd.                                     200,000       4,925,000
 Shawmut National Corp. 9.30%,
  Pfd.                                                 150,000       3,975,000
                                                     8,900,000
Insurance--0.5%
 Aon Corp. 8%, Pfd.                                    166,500       4,162,500
Natural Gas--0.6%
 Enron Capital $2.00 Pfd.                              225,000       5,343,750
Publishing, Broadcasting, Printing & Cable--1.0%
 News Corp. Overseas LTD. Series A
  8.625%, Pfd.                                         400,000       9,200,000
TOTAL PREFERRED STOCKS
(Identified cost $29,120,575)                                       27,606,250
COMMON STOCKS--36.1%
Advertising--1.7%
 Interpublic Group Companies, Inc.                     275,000      10,450,000
 Omnicom Group, Inc.                                    85,000       4,728,125
                                                                    15,178,125
Aerospace & Defense--1.4%
 Boeing Company                                         70,000       3,850,000
 Loral Corp.                                           175,000       8,225,000
                                                                    12,075,000
Banks--0.6%
 J.P. Morgan & Co., Inc.                                75,000       4,921,875
Chemical--1.1%
 Du Pont (E.I.) de Nemours & Co.                        69,000       4,545,375
 W. R. Grace & Co.                                     100,000       5,362,500
                                                                     9,907,875
Cosmetics & Soaps--1.7%
 Colgate Palmolive Co.                                  50,000       3,512,500
 Procter & Gamble Co.                                  160,000      11,180,000
                                                                    14,692,500
Diversified Financial Services--2.1%
 Travelers Group, Inc.                                 450,000      18,618,750
Electrical Equipment--1.3%
 Emerson Electric Co.                                  175,000      11,768,750
Electronics--1.8%
 Perkin Elmer Corp.                                    500,000      15,562,500

                       See Notes to Financial Statements.

                                        4
<PAGE>
Phoenix Income and Growth Fund
                                                        SHARES           VALUE
Health Care--Diversified--1.8%
 Bristol-Myers Squibb Co.                               60,000    $  3,907,500
 Warner-Lambert Co.                                    150,000      11,962,500
                                                                    15,870,000
Health Care--Drugs--0.9%
 Lilly (Eli) & Co.                                      40,000       2,990,000
 Schering-Plough Corp.                                  70,000       5,276,250
                                                                     8,266,250
Insurance--2.1%
 Aetna Life & Casualty Co.                             200,000      11,400,000
 Cigna Corp.                                           100,000       7,262,500
                                                                    18,662,500
Machinery--0.2%
 Cooper Industries, Inc.                                50,000       1,950,000
Medical Products & Supplies--0.7%
 Abbott Labs                                           150,000       5,906,250
Miscellaneous--4.5%
 Eastman Kodak Co.                                     600,000      34,500,000
 Minnesota Mining & Manufacturing
  Co.                                                   80,000       4,770,000
                                                                    39,270,000
Oil--3.6%
 Atlantic Richfield Co.                                150,000      17,175,000
 Mobil Corp.                                            50,000       4,743,750
 Sun Company, Inc.                                     150,000       4,518,750
 Tosco Corp.                                            75,000       2,568,750
 Valero Energy Corp.                                   100,000       2,162,500
                                                                    31,168,750
Paper & Forest Products--0.6%
 Weyerhaeuser Co.                                      125,000       5,250,000
Pollution Control--0.8%
 WMX Technologies, Inc.                                250,000       6,812,500
Publishing, Broadcasting, Printing & Cable--0.6%
 CBS, Inc.                                              77,000       4,937,625
Retail--1.2%
 Gap (The), Inc.                                       175,000       5,578,125
 May Department Stores Co.                             125,000       4,531,250
                                                                    10,109,375
Tobacco--2.2%
 American Brands, Inc.                                 250,000      10,125,000
 Philip Morris Companies, Inc.                         140,000       9,485,000
                                                                    19,610,000
Utility--Electric--0.5%
 CMS Energy Corp.                                      200,000       4,675,000
Utility--Telephone--4.7%
 AT&T Corp.                                            185,000       9,388,750
 Frontier Corp.                                        220,000    $  4,427,500
 GTE Corp.                                             250,000       8,531,250
 NYNEX Corp.                                           300,000      12,262,500
 U.S. West, Inc.                                       150,000       6,206,250
                                                                    40,816,250
TOTAL COMMON STOCKS
(Identified cost $290,667,633)                                     316,029,875
FOREIGN COMMON STOCKS--1.9%
Oil--1.7%
 Royal Dutch Petroleum Co. ADR                          75,000       9,300,000
 Total Compagnie Francaise des
  Petroles ADR                                         175,000       5,490,625
                                                                    14,790,625
Utility--Electric--0.2%
 National Power PLC                                    245,000         712,950
 Powergen PLC                                          350,000       1,092,000
                                                                     1,804,950
TOTAL FOREIGN COMMON STOCKS
(Identified cost $14,682,905)                                       16,595,575
TOTAL LONG-TERM INVESTMENTS--95.9%
(Identified cost $820,117,887)                                     840,921,867

                                     STANDARD
                                     & POOR'S         PAR
                                      RATING         VALUE
                                   (Unaudited)       (000)
SHORT-TERM OBLIGATIONS--4.2%
Commercial Paper--4.2%
 Anheuser-Busch Cos., Inc.
  5.90%, 5-1-95                        A-1+         $ 5,725         5,725,000
 Mobil 5.92%, 5-1-95                   A-1+           6,660         6,660,000
 GTE North 5.90%, 5-3-95               A-1+          10,000         9,996,722
 McDonald's 5.96%, 5-3-95              A-1+           4,670         4,668,454
 First Deposit Funding Trust
  6%, 5-4-95                           A-1+           5,000         4,997,500
 First Deposit Funding Trust
  5.97%, 5-25-95                       A-1+           1,680         1,673,313
 First Deposit Funding Trust
  5.97%, 5-30-95                       A-1+           3,405         3,388,625
TOTAL SHORT-TERM OBLIGATIONS
(Identified cost $37,109,614)                                      37,109,614
TOTAL INVESTMENTS--100.1%
(Identified cost $857,227,501)                                    878,031,481(a)
Cash and receivables, less liabilities--(0.1%)                     (1,290,825)
NET ASSETS--100.0%                                               $876,740,656

(a) Federal Income Tax Information: Net unrealized appreciation of investment
    securities is comprised of gross appreciation of $38,011,688 and gross
    depreciation of $17,217,874 for income tax purposes. At April 30, 1995,
    the aggregate cost of securities for federal income tax purposes was
    $857,237,667.
(b) Security exempt from registration under Rule 144A of the Securities Act
    of 1933. These securities may be resold in transactions exempt from
    registration, normally to qualified institutional buyers. At April 30,
    1995, these securities amount to a value of $56,356,825 or 6.4% of net
    assets.
(c) Non-income producing
(d) As rated by Moody's, Fitch or Duff & Phelp's
ADR--American Depository Receipt

                      See Notes to Financial Statements.

                                        5
<PAGE>
Phoenix Income and Growth Fund

                     STATEMENT OF ASSETS AND LIABILITIES
                                April 30, 1995

Assets
Investment securities at value
  (Identified cost $857,227,501)                             $878,031,481
Cash                                                                6,919
Receivables
 Investment securities sold                                    16,772,680
 Fund shares sold                                                 954,180
 Dividends and interest                                         8,643,851
  Total assets                                                904,409,111
Liabilities
Payables
 Investment securities purchased                               24,505,200
 Fund shares repurchased                                        1,989,769
 Investment advisory fee                                          502,654
 Distribution fee                                                 417,227
 Transfer agent fee                                               150,110
 Financial agent fee                                               21,542
 Trustees' fee                                                      4,374
Accrued expenses                                                   77,579
  Total liabilities                                            27,668,455
Net Assets                                                   $876,740,656
Net Assets Consist of:
Capital paid in on shares of beneficial interest             $884,456,282
Undistributed net investment income                             1,821,996
Accumulated net realized losses                               (30,341,602)
Net unrealized appreciation                                    20,803,980
Net Assets                                                   $876,740,656
Class A
Shares of beneficial interest outstanding, $.0001 par
  value, unlimited authorization (Net Assets
  $490,225,237)                                                55,208,157
Net asset value per share                                           $8.88
Offering price per share
 $8.88/(1 - 4.75%)                                                  $9.32
Class B
Shares of beneficial interest outstanding, $.0001 par
  value, unlimited authorization (Net Assets
  $386,515,419)                                                43,526,227
Net asset value and offering price per share                        $8.88

                             STATEMENT OF OPERATIONS
                            YEAR ENDED APRIL 30, 1995

Investment Income
Dividends                                                    $ 16,506,772
Interest                                                       39,895,402
  Total investment income                                      56,402,174
Expenses
Investment advisory fee                                         6,338,744
Distribution fee--Class A                                       1,275,702
Distribution fee--Class B                                       3,952,542
Financial agent fee                                               271,660
Transfer agent                                                  1,325,430
Custodian                                                         104,000
Printing                                                           98,411
Professional                                                       36,935
Registration                                                       32,927
Trustees                                                           25,712
  Total expenses                                               13,462,063
Net investment income                                          42,940,111
Net Realized and Unrealized Gain (Loss) on Investments
Net realized loss on securities                               (15,246,532)
Net realized loss on foreign currency transactions               (137,880)
Net unrealized appreciation on investments                     20,259,660
Net gain on investments                                         4,875,248
Net increase in net assets resulting from operations         $ 47,815,359

                      See Notes to Financial Statements.

                                        6
<PAGE>
Phoenix Income and Growth Fund

                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                                    Year               Year
                                                                                                   Ended              Ended
                                                                                               April 30, 1995     April 30, 1994
<S>                                                                                            <C>                <C>
From Operations
 Net investment income                                                                         $  42,940,111      $  38,468,956
 Net realized (loss) gain                                                                        (15,384,412)        68,188,069
 Net unrealized appreciation (depreciation)                                                       20,259,660        (83,656,409)
 Increase in net assets resulting from operations                                                 47,815,359         23,000,616
From Distributions to Shareholders
 Net investment income--Class A                                                                  (25,024,482)       (24,265,053)
 Net investment income--Class B                                                                  (16,394,441)       (12,326,288)
 Net realized gains--Class A                                                                     (18,457,864)       (28,448,727)
 Net realized gains--Class B                                                                     (14,684,720)       (17,966,829)
 Distribution in excess of accumulated net realized gains--Class A                                (8,670,770)           --
 Distribution in excess of accumulated net realized gains--Class B                                (6,812,748)           --
 Decrease in net assets from distributions to shareholders                                       (90,045,025)       (83,006,897)
From Share Transactions
Class A
 Proceeds from sales of shares (8,604,772 and 14,295,972 shares, respectively)                    77,928,546        143,833,497
 Net asset value of shares issued from reinvestment of distributions (4,857,806 and
  4,198,854 shares, respectively)                                                                 41,693,221         41,655,516
 Cost of shares repurchased (14,515,244 and 14,117,240 shares, respectively)                    (130,803,842)      (142,360,613)
Total                                                                                            (11,182,075)        43,128,400
Class B
 Proceeds from sales of shares (8,760,924 and 19,385,239 shares, respectively)                    79,839,220        195,364,806
 Net asset value of shares issued from reinvestment of distributions (3,254,429 and
  2,238,053 shares, respectively)                                                                 27,882,891         22,196,958
 Cost of shares repurchased (9,116,661 and 2,922,188 shares, respectively)                       (81,271,548)       (29,217,088)
Total                                                                                             26,450,563        188,344,676
 Increase in net assets from share transactions                                                   15,268,488        231,473,076
 Net (decrease) increase in net assets                                                           (26,961,178)       171,466,795
Net Assets
 Beginning of period                                                                             903,701,834        732,235,039
 End of period (including undistributed net investment income of $1,821,996 and $816,871,
  respectively)                                                                                $ 876,740,656      $ 903,701,834
</TABLE>
                      See Notes to Financial Statements.

                                        7
<PAGE>
Phoenix Income and Growth Fund

                             FINANCIAL HIGHLIGHTS
    (Selected data for share outstanding throughout the indicated period)

<TABLE>
<CAPTION>
                                                Class A                                            Class B
                                                                                                                       From
                                                                                                                     inception
                                         Year Ended April 30,                          Year Ended April 30,          1/3/92 to
                           1995       1994       1993        1992       1991       1995        1994       1993        4/30/92
<S>                      <C>        <C>        <C>         <C>        <C>        <C>         <C>        <C>           <C>
Net asset value,
  beginning of period    $   9.33   $   9.92   $   9.13    $   8.48   $   7.89   $   9.32    $   9.92   $   9.13      $  8.98
Income from investment
  operations:
  Net investment
  income                     0.46       0.45       0.43( (1))     0.45     0.45      0.39        0.38       0.25((1))    0.08
  Net realized and
  unrealized gain
  (loss)                     0.03      (0.08)      0.88        0.88       0.65       0.04       (0.08)      1.00         0.15
   Total from
  investment
  operations                 0.49       0.37       1.31        1.33       1.10       0.43        0.30       1.25         0.23
Less distributions:
 Dividends from net
  investment income         (0.45)     (0.44)     (0.44)      (0.44)     (0.44)     (0.38)      (0.38)     (0.38)       (0.08)
 Distributions from
  net realized  gains       (0.33)     (0.52)     (0.08)      (0.24)     (0.07)     (0.33)      (0.52)     (0.08)          --
 Distributions in
  excess of
   accumulated net
  realized  gains           (0.16)        --         --          --         --      (0.16)         --         --           --
   Total Distributions      (0.94)     (0.96)     (0.52)      (0.68)     (0.51)     (0.87)      (0.90)     (0.46)       (0.08)
Change in net asset
  value                     (0.45)     (0.59)      0.79        0.65       0.59      (0.44)      (0.60)      0.79         0.15
Net asset value, end
  of period              $   8.88   $   9.33   $   9.92    $   9.13   $   8.48   $   8.88    $   9.32   $   9.92      $  9.13
Total return((2))            5.95%      3.38%     14.78%      16.28%     14.60%      5.23%       2.62%     14.09%        2.69%((4))

Ratios/supplemental
  data:
 Net assets, end of
  period  (thousands)    $490,225   $524,855   $514,803    $357,366   $254,013   $386,515    $378,847   $217,432      $21,983
Ratio to average net
  assets of:
  Expenses                   1.16%      1.23%      1.33%       1.38%      1.43%      1.91%       1.91%      2.03%        2.08%((3))
  Net investment
  income                     5.07%      4.57%      4.60%       4.99%      5.52%      4.32%       3.98%      3.73%        4.07%((3))
Portfolio turnover             90%        88%        44%         32%        38%        90%         88%        44%          32%
</TABLE>
((1)) Because of the significant increase in outstanding Fund shares during
      fiscal 1993, the per share amount for net investment income was
      computed using a monthly average number of shares outstanding during
      the year.
((2)) Maximum sales charge is not reflected in total return calculation.
((3)) Annualized
((4)) Not annualized

                      See Notes to Financial Statements.

                                        8
<PAGE>
PHOENIX INCOME AND GROWTH FUND
NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

 Phoenix Income and Growth Fund (the "Fund") is organized as a Massachusetts
business trust and is registered under the Investment Company Act of 1940, as
amended, as a diversified open-end management investment company. The Fund
offers both Class A and Class B shares. Class A shares are sold with a
front-end sales charge of up to 4.75%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending on
the period of time the shares are held. Both classes of shares have identical
voting, dividend, liquidation and other rights and the same terms and
conditions, except that each class bears different distribution expenses and
has exclusive voting rights with respect to its distribution plan. Income and
expenses of the Fund are borne pro rata by the holders of both classes of
shares, except that each class bears distribution expenses unique to that
class.

 The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

A. Security valuation:

 Securities listed or traded on a national securities exchange are valued at
the last sale price, or if there had been no sale of the security on that
day, at the mean between the last bid and asked prices. Securities traded in
the over-the-counter market are valued at the mean between the last bid and
asked prices; and if no active market exists, at the bid price. Short-term
investments having a remaining maturity of less than sixty days are valued at
amortized cost which approximates market. All other securities and assets are
valued at their fair value as determined in good faith by or under the
direction of the Trustees.

B. Security transactions and related income:

 Security transactions are recorded on the trade date. Dividend income is
recorded on the ex-dividend date or, in the case of certain foreign
securities, as soon as the Fund is notified. Interest income is recorded on
the accrual basis. Discounts are amortized to income using the effective
interest method. Realized gains and losses are determined on the identified
cost basis.

C. Income taxes:

 It is the policy of the Fund to comply with the requirements of the Internal
Revenue Code (the "Code") applicable to regulated investment companies and to
distribute substantially all of its taxable income to its shareholders. In
addition, the Fund intends to distribute an amount sufficient to avoid
imposition of any excise tax under Section 4982 of the Code. Therefore, no
provision for federal income taxes or excise taxes has been made.

D. Distributions to shareholders:

 Distributions to shareholders are recorded on the ex-dividend date. Income
and capital gain distributions are determined in accordance with income tax
regulations which may differ from generally accepted accounting principles.
These differences include the treatment of non-taxable dividends, expiring
capital loss carryforwards, foreign currency gain/loss, partnerships, and
losses deferred due to wash sales and excise tax regulations. Permanent book
and tax basis differences relating to shareholder distributions will result
in reclassifications to paid in capital.

E. Foreign currency translation:

 Foreign securities, other assets and liabilities are valued using the foreign
currency exchange rate effective at the end of the reporting period. Cost of
investments is translated at the currency exchange rate effective at the date
of settlement. The gain or loss resulting from a change in currency exchange
rates between the trade and settlement dates of a portfolio transaction is
treated as a gain or loss on foreign currency. Likewise, the gain or loss
resulting from a change in currency exchange rates, between the date income
is accrued and paid, is treated as a gain or loss on foreign currency. The
Fund does not separate that portion of the results of operations arising from
changes in exchange rates and that portion arising from changes in the market
prices of securities.

2. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS

 As compensation for its services to the Fund, the Investment Adviser,
National Securities and Research Corporation, an indirect wholly-owned
subsidiary of Phoenix Home Life Mutual Insurance Company ("PHL"), is entitled
to a fee at an annual rate of 0.70% of the average daily net assets of the
Fund for the first $1.0 billion and 0.65% for the second $1.0 billion.

 As Distributor of the Fund's shares, Phoenix Equity Planning Corp. ("PEPCO"),
an indirect wholly-owned subsidiary of PHL, has advised the Fund that it
received selling commissions of $178,363 for Class A shares and deferred
sales charges of $2,051,976 for Class B shares for the year ended April 30,
1995. In addition, the Fund pays PEPCO a distribution fee at an annual rate
of 0.25% for Class A shares and 1.00% for Class B shares of the aver-
age daily net assets of the Fund. The Distribution Plan

                                        9
<PAGE>
PHOENIX INCOME AND GROWTH FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

for Class A shares provides for fees to be paid up to a maximum on an annual
basis of 0.30%; the Distributor has voluntarily agreed to limit the fee to
0.25%. The Distributor has advised the Fund that of the total amount expensed
for the year ended April 30, 1995, $3,328,166 was earned by the Distributor
and $1,900,078 was earned by unaffiliated participants.

 As Financial Agent of the Fund, PEPCO receives a fee at an annual rate of
0.03% of the average daily net assets of the Fund for bookkeeping,
administration and pricing services. Effective June 1, 1994, PEPCO serves as
the Fund's Transfer Agent with State Street Bank and Trust Company as
sub-transfer agent. Prior to that date, State Street was the Transfer Agent.
For the year ended April 30, 1995, transfer agent fees were $1,325,430 of
which PEPCO retained $530,917 which is net of fees paid to State Street.

 At April 30, 1995, PHL and affiliates held 101 Class A shares and 14 Class B
shares of the Fund with a combined value of $1,023.

3. PURCHASE AND SALE OF SECURITIES

 Purchases and sales of securities, excluding short-term securities, for the
year ended April 30, 1995, aggregated $761,828,279 and $779,023,734,
including $185,992,539 and $130,344,760, of U.S. Government securities,
respectively.

4. RECLASS OF CAPITAL ACCOUNTS

 In accordance with recently approved accounting pronouncements, the Fund has
recorded several reclassifications in the capital accounts. These
reclassifications have no impact on the net asset value of the Fund and are
designed generally to present undistributed income and realized gains on a
tax basis which is considered to be more informative to the shareholder. As
of April 30, 1995, the Fund has decreased undistributed net investment income
by $516,063, increased accumulated net realized gains by $526,328 and
decreased capital paid in on shares of beneficial interest by $10,265.

5. CAPITAL LOSS CARRYOVERS

 Under current tax law, capital losses realized after October 31, 1994 may be
deferred and treated as occurring on the first day of the following fiscal
year. For the year ended April 30, 1995, the Fund elected to defer
$30,348,963 in losses occurring between November 1, 1994 and April 30, 1995.

TAX INFORMATION NOTICE (Unaudited)

 For federal income tax purposes, 36% of the income dividends paid by the Fund
qualify for the dividends received deduction of corporate shareholders.

This report is authorized for use by other than shareholders only when
accompanied or preceded by the delivery of a current prospectus showing the
sales charge and other material information.

                                       10
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP                                   [Price Waterhouse logo]

To the Trustees and Shareholders of
Phoenix Income and Growth Fund

In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments (except for bond ratings), and the
related statements of operations and of changes in net assets and the
financial highlights present fairly, in all material respects, the financial
position of Phoenix Income and Growth Fund (the "Fund") at April 30, 1995,
the results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended and the financial
highlights for each of the periods indicated, in conformity with generally
accepted accounting principles. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of securities at April 30, 1995 by
correspondence with the custodian and brokers, and the application of
alternative auditing procedures where confirmations from brokers were not
received, provide a reasonable basis for the opinion expressed above.

[Price Waterhouse LLP signature]

Boston, Massachusetts
June 12, 1995

                                       11
<PAGE>
PHOENIX INCOME AND GROWTH FUND

101 Munson Street
Greenfield, Massachusetts 01301

Trustees

C. Duane Blinn
Robert Chesek
E. Virgil Conway
Harry Dalzell-Payne
Leroy Keith, Jr.
Philip R. McLoughlin
James M. Oates
Philip R. Reynolds
Herbert Roth, Jr.
Richard E. Segerson
Lowell P. Weicker, Jr.

Officers

Philip R. McLoughlin, President
Martin J. Gavin, Executive Vice President
James M. Dolan, Vice President
John M. Hamlin, Vice President
William R. Moyer, Vice President
Leonard J. Saltiel, Vice President
Nancy G. Curtiss, Treasurer
G. Jeffrey Bohne, Secretary

Investment Adviser

National Securities & Research Corporation
One American Row
Hartford, Connecticut 06115-2520

Principal Underwriter

Phoenix Equity Planning Corporation
100 Bright Meadow Boulevard
P.O. Box 2200
Enfield, Connecticut 06083-2200

Transfer Agent

Phoenix Equity Planning Corporation
100 Bright Meadow Boulevard
P.O. Box 2200
Enfield, Connecticut 06083-2200

Custodian

State Street Bank and Trust Company
P.O. Box 351
Boston, Massachusetts 02101

Legal Counsel

Dechert, Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005-1208

Independent Accountants

Price Waterhouse LLP
160 Federal Street
Boston, Massachusetts 02110

                                       12
<PAGE>

[FRONT COVER]

Phoenix Funds

Phoenix Income
and Growth Fund
Annual Report
April 30, 1995

[artwork showing antique dollar bills]

[diamond logo] Phoenix Investments

<PAGE>
[BACK COVER]

Phoenix Income and Growth Fund
P.O. Box 2200
Enfield, CT 06083-2200

[diamond logo] Phoenix Investments

PEP 743 (6/95)

                                 Bulk Rate Mail
                                  U.S. Postage
                                      PAID
                                Springfield, MA
                                 Permit No. 444

<TABLE> <S> <C>


<ARTICLE> 6
<CIK> 0000796298
<NAME> PHOENIX INCOME AND GROWTH FUND
<SERIES>
   <NUMBER> 1
   <NAME> CLASS A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          APR-30-1995
<PERIOD-START>                             MAY-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                          857,228
<INVESTMENTS-AT-VALUE>                         878,031
<RECEIVABLES>                                   26,371
<ASSETS-OTHER>                                       7
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 904,409
<PAYABLE-FOR-SECURITIES>                        24,505
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        3,163
<TOTAL-LIABILITIES>                             27,668
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       884,456
<SHARES-COMMON-STOCK>                           55,208
<SHARES-COMMON-PRIOR>                           56,261
<ACCUMULATED-NII-CURRENT>                        1,822
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                       (30,341)
<ACCUM-APPREC-OR-DEPREC>                        20,804
<NET-ASSETS>                                   876,741
<DIVIDEND-INCOME>                               39,895
<INTEREST-INCOME>                               16,507
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 (13,462)
<NET-INVESTMENT-INCOME>                         42,940
<REALIZED-GAINS-CURRENT>                       (15,384)
<APPREC-INCREASE-CURRENT>                       20,260
<NET-CHANGE-FROM-OPS>                           47,816
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      (25,025)
<DISTRIBUTIONS-OF-GAINS>                       (27,129)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          8,605
<NUMBER-OF-SHARES-REDEEMED>                    (14,515)
<SHARES-REINVESTED>                              4,858
<NET-CHANGE-IN-ASSETS>                         (15,520)
<ACCUMULATED-NII-PRIOR>                            817
<ACCUMULATED-GAINS-PRIOR>                       33,143
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            6,339
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 13,462
<AVERAGE-NET-ASSETS>                           905,535
<PER-SHARE-NAV-BEGIN>                             9.33
<PER-SHARE-NII>                                   0.46
<PER-SHARE-GAIN-APPREC>                           0.03
<PER-SHARE-DIVIDEND>                             (0.45)
<PER-SHARE-DISTRIBUTIONS>                        (0.49)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.88
<EXPENSE-RATIO>                                   1.16
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<CIK> 0000796298
<NAME> C:FILINGS\PIGB
<SERIES>
   <NUMBER> 2
   <NAME> CLASS B
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          APR-30-1995
<PERIOD-START>                             MAY-01-1994
<PERIOD-END>                               APR-30-1995
<INVESTMENTS-AT-COST>                          857,228
<INVESTMENTS-AT-VALUE>                         878,031
<RECEIVABLES>                                   26,371
<ASSETS-OTHER>                                       7
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 904,409
<PAYABLE-FOR-SECURITIES>                        24,505
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        3,163
<TOTAL-LIABILITIES>                             27,668
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       884,456
<SHARES-COMMON-STOCK>                           43,526
<SHARES-COMMON-PRIOR>                           40,628
<ACCUMULATED-NII-CURRENT>                        1,822
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                       (30,341)
<ACCUM-APPREC-OR-DEPREC>                        20,804
<NET-ASSETS>                                   876,741
<DIVIDEND-INCOME>                               39,895
<INTEREST-INCOME>                               16,507
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 (13,462)
<NET-INVESTMENT-INCOME>                         42,940
<REALIZED-GAINS-CURRENT>                       (15,384)
<APPREC-INCREASE-CURRENT>                       20,260
<NET-CHANGE-FROM-OPS>                           47,816
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      (16,394)
<DISTRIBUTIONS-OF-GAINS>                       (21,498)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          8,761
<NUMBER-OF-SHARES-REDEEMED>                     (9,117)
<SHARES-REINVESTED>                              3,254
<NET-CHANGE-IN-ASSETS>                          36,374
<ACCUMULATED-NII-PRIOR>                            817
<ACCUMULATED-GAINS-PRIOR>                       33,143
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            6,339
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 13,462
<AVERAGE-NET-ASSETS>                           905,535
<PER-SHARE-NAV-BEGIN>                             9.32
<PER-SHARE-NII>                                   0.39
<PER-SHARE-GAIN-APPREC>                           0.04
<PER-SHARE-DIVIDEND>                             (0.38)
<PER-SHARE-DISTRIBUTIONS>                        (0.49)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               8.88
<EXPENSE-RATIO>                                   1.91
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>


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