PHOENIX EQUITY OPPORTUNITIES FUND
N-30D, 1995-06-30
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PHOENIX EQUITY OPPORTUNITIES 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

The Fund posted a solidly positive gain during this reporting period, but
fell short of the stock market's performance. For the 12 months ended April
30, 1995, Class A shares produced a total return of 9.16%. According to the
Standard & Poor's 500 Composite Stock Index (S&P 500), an unmanaged, commonly
used measure of stock performance, the market returned 17.48% over the same
period. These figures assume reinvestment of any distributions but exclude
the effect of sales charges.

Over this reporting period, the portfolio was helped by a healthy exposure to
holdings in technology (Intel, Glenayre, Scientific Atlanta), health care
(Amgen, St. Jude Medical) and financial services (Dean Witter, Discover, MGIC
Investments). Factors that created a negative pull on performance were the
lower exposure to the rebounding energy sector early in the year and a modest
exposure to the weakening retail group.

Outlook

As noted in our last report, the Fund now stresses growth stocks exclusively
and no longer seeks generation of current income. We do, however, maintain
our focus on companies showing strong unit-volume trends, pricing
flexibility, rising profitability and the potential for superior earnings
growth. As a result, we expect to emphasize the entertainment, financial
services, health care and technology industries in the coming months.

We will be watching the health care and technology group closely given rising
valuations and the exceptionally strong stock market gains since yearend.
While some of the largest and most stable companies have been the
beneficiaries of renewed investor interest during the early months of 1995,
we expect small and mid-capitalization companies to begin a period of
outperformance, particularly if the U.S. dollar stabilizes. Near-term we are
likely to see some market corrections, but our outlook remains positive.

[Tabular representation of line chart]
<TABLE>
<CAPTION>
                                                     Phoenix Equiity
                                                      Opportunities
Period                            S&P 500              Fund-Class A
<S>                               <C>                    <C>
4/30/85                           $10,000                $ 9,525
4/30/86                           $13,618                $13,036
4/30/87                           $17,232                $14,460
4/30/88                           $16,123                $14,211
4/30/89                           $19,795                $17,127
4/30/90                           $21,862                $18,340
4/30/91                           $25,702                $20,570
4/30/92                           $29,314                $22,688
4/30/93                           $32,015                $26,432
4/30/94                           $33,720                $27,750
4/30/95                           $39,594                $30,293
</TABLE>
This chart assumes an initial gross investment of $10,000 made on 4/30/85 for
Class A 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. The total return of 3.69% (since inception
7/19/94) for Class B shares reflects 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).
Performance of Class A and B share performance is net of 0.25% and 1.0%
distribution fee, respectively. 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.
                                        1
<PAGE>
INVESTMENTS AT APRIL 30, 1995

<TABLE>
<CAPTION>
                                               SHARES          VALUE
COMMON STOCKS--99.2%
<S>                                           <C>           <C>
Advertising--1.9%
 Interpublic Group Companies, Inc.             90,000       $  3,420,000

Airlines--6.7%
 AMR Corp. (b)                                100,000          6,737,500
 UAL Corp.                                     45,000          5,400,000
                                                              12,137,500
Building & Materials--1.4%
 Continental Homes Holding Corp.              225,000          2,587,500

Computer Software & Services--10.2%
 Adobe Systems, Inc.                           60,000          3,495,000
 Ceridian Corp. (b)                           125,000          4,312,500
 Cirrus Logic, Inc. (b)                        50,000          2,490,600
 Expert Software, Inc.                         15,000            221,250
 HBO & Co.                                     90,000          4,117,500
 Microsoft Corp. (b)                           25,000          2,043,750
 Oak Technology, Inc. (b)                      60,000          1,657,500
                                                              18,338,100
Diversified Financial Services--2.8%
 Dean Witter Discover & Co.                    45,000          1,906,875
 MGIC Investment Corp.                         75,000          3,178,125
                                                               5,085,000
Electronics--7.2%
 Amphenol Corp. Class A (b)                   150,000          4,200,000
 Intel Corp.                                   60,000          6,142,500
 VLSI Technology, Inc. (b)                    125,000          2,664,063
                                                              13,006,563
Entertainment, Leisure & Gaming--2.9%
 Gaylord Entertainment Co. Class A            100,000          2,362,500
 Viacom, Inc. Class A (b)                      60,000          2,812,500
                                                               5,175,000
Food--3.3%
 CPC International, Inc.                      100,000          5,862,500

Healthcare--Drugs--2.8%
 Amgen Inc. (b)                                70,000          5,088,125

Hospital Management & Services--5.4%
 Columbia/HCA Healthcare Corp.                 70,000          2,940,000
 Mariner Health Group, Inc. (b)                70,000          1,023,750
 PhyCor, Inc. (b)                             130,000          4,127,500
 Vivra, Inc. (b)                               51,000          1,638,375
                                                               9,729,625
Insurance--2.1%
 AFLAC, Inc.                                   90,000          3,712,500

Lodging & Restaurants--2.1%
 Boston Chicken, Inc. (b)                     191,000          3,796,125

Medical Products & Supplies--10.1%
 Boston Scientific Corp. (b)                  125,000          3,406,250
 Cerner Corp. (b)                              50,000          2,656,250
 Medtronic, Inc.                               70,000          5,206,250
 St. Jude Medical, Inc.                       160,000          6,880,000
                                                              18,148,750
Miscellaneous--3.2%
 Eastman Kodak Co.                             40,000          2,300,000
 Service Corp International                   125,000          3,531,250
                                                               5,831,250
Natural Gas--2.3%
 Apache Corp.                                 150,000          4,050,000

Oil Service & Equipment--2.1%
 Schlumberger Ltd.                             60,000          3,772,500

Paper & Forest Products--2.5%
 Champion International Corp.                 100,000          4,400,000

Publishing, Broadcasting, Printing & Cable--7.3%
 Capital Cities/ABC, Inc.                      25,000          2,112,500
 Clear Channels Communication, Inc. (b)        50,000          2,812,500
 Lin Television Corporation                   100,000          3,600,000
 New World Communications Group, Inc.          75,000          1,265,625
 Scholastic Corp. (b)                          60,000          3,360,000
                                                              13,150,625
Retail--4.4%
 Corporate Express (b)                         80,000          2,260,000
 OfficeMax, Inc. (b)                           50,000          1,281,250
 Staples, Inc. (b)                            100,000          2,412,500
 Tandy Corp.                                   40,000          1,980,000
                                                               7,933,750
Retail--Drug--2.1%
 American Home Products Corp.                  50,000          3,856,250

Retail--Food--2.5%
 Safeway, Inc. (b)                            120,000          4,500,000

Telecommunications Equipment--10.8%
 California Microwave, Inc. (b)                90,000          2,801,250
 General Instrument Corp. (b)                  60,000          2,047,500
 Glenayre Technologies, Inc. (b)               90,000          5,535,000
 Picturetel Corp. (b)                          70,000          2,983,750
 Scientific-Atlanta, Inc.                     250,000          5,687,500
 VTEL Corp.                                    50,000            481,250
                                                              19,536,250
</TABLE>
                      See Notes to Financial Statements

                                        2
<PAGE>
<TABLE>
<CAPTION>
                                   SHARES         VALUE

<S>                               <C>          <C>
Textile & Apparel--3.1%
 Nine West Group, Inc. (b)        100,000      $  3,250,000
 Tommy Hilfiger Corp. (b)         100,000         2,300,000

                                                  5,550,000

TOTAL COMMON STOCKS
 (Identified cost $169,125,055)                 178,667,913

</TABLE>

<TABLE>
<CAPTION>
                                   STANDARD
                                   & POOR'S         PAR
                                    RATING         VALUE
                                 (Unaudited)       (000)           VALUE

<S>                                 <C>           <C>           <C>
SHORT-TERM OBLIGATIONS--3.8%
Commercial Paper--3.8%
 Anheuser-Busch Cos., Inc.
 5.90%, 5/1/95                      A-1+          $ 6,850       $  6,850,000

TOTAL SHORT-TERM OBLIGATIONS
 (Identified cost $6,850,000)                                      6,850,000

TOTAL INVESTMENTS--103.0%
 (Identified cost $175,975,055)                                  185,517,913(a)
 Cash and receivables, less liabilities--(3.0%)                   (5,326,753)

NET ASSETS--100.0%                                              $180,191,160
</TABLE>

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $11,834,110 and gross
depreciation of $2,599,645 for income tax purposes. At April 30, 1995, the
aggregate cost of securities for federal income tax purposes was
$176,283,448.
(b) Non-income producing.

                      See Notes to Financial Statements

                                        3
<PAGE>
                      STATEMENT OF ASSETS AND LIABILITIES
                                APRIL 30, 1995
<TABLE>
<CAPTION>
<S>                                                         <C>
Assets
Investment securities at value
  (Identified cost $175,975,055)                            $185,517,913
Receivables
 Fund shares sold                                                 17,025
 Investment securities sold                                   31,768,172
 Interest and dividends                                           41,550
  Total assets                                               217,344,660

Liabilities
Payables
 Custodian                                                        76,338
 Investment securities purchased                              36,572,509
 Fund shares repurchased                                         302,602
 Investment advisory fee                                         101,440
 Distribution fee                                                 37,037
 Transfer agent fee                                               34,137
 Trustees' fee                                                     4,437
 Financial agent fee                                               4,407
 Accrued expenses                                                 20,593
  Total liabilities                                           37,153,500
Net Assets                                                  $180,191,160

Net Assets Consist of:
Capital paid in on shares of beneficial interest            $166,019,135
Accumulated net realized gains                                 4,629,167
Net unrealized appreciation                                    9,542,858
Net Assets                                                  $180,191,160

Class A
Shares of beneficial interest outstanding, $.0001
 par  value, unlimited authorization (Net Assets
 $179,665,902)                                                24,290,212

Net asset value per share                                          $7.40
Offering price per share
  $7.40/(1-4.75%)                                                  $7.77

Class B)
Shares of beneficial interest outstanding, $.0001
 par  value, unlimited authorization (Net Assets
 $525,258)                                                        71,052

Net asset value and offering price per share                       $7.39
</TABLE>

                           STATEMENT OF OPERATIONS
                          YEAR ENDED APRIL 30, 1995
<TABLE>
<CAPTION>
<S>                                                     <C>
Investment Income
Dividends                                               $ 2,252,996
Interest                                                  1,188,253
  Total investment income                                 3,441,249

Expenses
Investment advisory fee                                   1,252,747
Distribution fee--Class A                                   446,968
Distribution fee--Class B                                     1,768
Financial agent fee                                          53,689
Transfer agent                                              301,123
Printing                                                     84,292
Registration                                                 65,328
Professional                                                 50,723
Custodian                                                    48,107
Trustees                                                     25,987
Miscellaneous                                                37,092
  Total expenses                                          2,367,824
Net investment income                                     1,073,425

Net Realized and Unrealized Gain (loss) on
  Investments
Net realized gain on securities                           5,669,925
Net realized loss on foreign currency transactions          (93,372)
Net unrealized appreciation on investments                8,679,660

Net gain on investments                                  14,256,213

Net increase in net assets resulting from
  operations                                            $15,329,638
</TABLE>
                      See Notes to Financial Statements

                                        4
<PAGE>
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                                                                             $  1,073,425     $  1,209,839
 Net realized gain                                                                                    5,576,553       61,831,598
 Net unrealized appreciation (depreciation)                                                           8,679,660      (50,901,491)
 Increase in net assets resulting from operations                                                    15,329,638       12,139,946

From Distributions to Shareholders
 Net investment income--Class A                                                                      (1,177,310)      (1,136,352)
 Net realized gains--Class A                                                                        (11,595,466)     (60,740,690)
 Net realized gains--Class B                                                                            (15,203)              --
 Decrease in net assets from distributions to shareholders                                          (12,787,979)     (61,877,042)

From Share Transactions
Class A
 Proceeds from sales of shares (6,338,878 and 1,216,608 shares, respectively)                        46,125,947        9,535,239
 Net asset value of shares issued from reinvestment of distributions (1,311,412 and 5,712,094
  shares, respectively)                                                                               8,942,271       43,916,337
 Cost of shares repurchased (8,806,706 and 3,833,959 shares, respectively)                          (63,971,908)     (33,247,860)
Total                                                                                                (8,903,690)      20,203,716

Class B
 Proceeds from sales of shares (115,217 and 0 shares, respectively)                                     831,977               --
 Net asset value of shares issued from reinvestment of distributions (2,209 and 0 shares,
  respectively)                                                                                          15,023               --
 Cost of shares repurchased (46,374 and 0 shares, respectively)                                        (330,625)              --
Total                                                                                                   516,375               --
 (Decrease) increase in net assets from share transactions                                           (8,387,315)      20,203,716
Net decrease in net assets                                                                           (5,845,656)     (29,533,380)
Net Assets
 Beginning of period                                                                                186,036,816      215,570,196
 End of period (including undistributed net investment income of $0 and $186,874,
  respectively)                                                                                    $180,191,160     $186,036,816
</TABLE>
                      See Notes to Financial Statements

                                        5
<PAGE>
FINANCIAL HIGHLIGHTS
(Selected data for a share outstanding throughout the indicated period)
<TABLE>
<CAPTION>
                                                                          Class A                                    Class B
                                                                                                                       From
                                                                                                                    inception
                                                                   Year Ended April 30,                             7/19/94 to
                                               1995          1994          1993          1992          1991          4/30/95
<S>                                         <C>           <C>           <C>           <C>           <C>                <C>
Net asset value, beginning of period           $7.31         $9.64         $8.59         $8.36         $7.61           $7.28
Income from investment operations
 Net investment income                          0.04          0.05          0.06          0.11          0.17            0.00
 Net realized and unrealized gains              0.58          0.57          1.34          0.71          0.74            0.59

  Total from investment operations              0.62          0.62          1.40          0.82          0.91            0.59

Less distributions
 Dividends from net investment income          (0.05)        (0.05)        (0.06)        (0.12)        (0.16)             --
 Distributions from net realized gains         (0.48)        (2.90)        (0.29)        (0.47)           --           (0.48)

  Total distributions                          (0.53)        (2.95)        (0.35)        (0.59)        (0.16)          (0.48)

Change in net asset value                       0.09         (2.33)         1.05          0.23          0.75            0.11

Net asset value, end of period                 $7.40         $7.31         $9.64         $8.59         $8.36           $7.39
Total return((1))                               9.16%         4.99%        16.50%        10.30%        12.16%           8.69%((3))
Ratios/supplemental data:
Net assets, end of period (thousands)       $179,666      $186,037      $215,570      $204,792      $213,147            $525
Ratio of average net assets of:
 Expenses                                       1.32%         1.26%         1.35%         1.36%         1.41%           2.15%((2))
 Net investment income (loss)                   0.60%         0.57%         0.67%         1.29%         2.19%          (0.06)%((2))
Portfolio turnover                               358%          167%           31%           73%           95%            358%
</TABLE>
((1)) Maximum sales charge is not reflected in total return calculation.
((2)) Annualized
((3)) Not annualized

                      See Notes to Financial Statements

                                        6
<PAGE>
PHOENIX EQUITY OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

Phoenix Equity Opportunities 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. 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 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 $2,603 for Class A shares and deferred sales
charges of $7,189 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 average daily net
assets of the Fund. The Distribution Plan for Class A shares provides for
fees to be paid up to a maximum on an

                                        7
<PAGE>
PHOENIX EQUITY OPPORTUNITIES FUND
NOTES TO FINANCIAL STATEMENTS (Continued)

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, none was earned by the
Distributor and $448,736 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 $301,123 of which
PEPCO retained $113,609 which is net of the fees paid to State Street.

At April 30, 1995, PHL and affiliates held 99 Class A shares and 14,995 Class
B shares of the Fund with a combined value of $111,549.

3. PURCHASE AND SALE OF SECURITIES

Purchases and sales of securities, excluding short-term securities, for the
year ended April 30, 1995, aggregated $604,461,233 and $593,662,180,
respectively. There were no purchases or sales of long-term U.S. Government
securities.

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 $82,989, increased accumulated net realized gains by $93,372 and decreased
capital paid in on shares of beneficial interest by $10,383.

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 $317,988
in losses occurring between November 1, 1994 and April 30, 1995.

TAX INFORMATION NOTICE (Unaudited)

For federal income tax purposes, 100% 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.

                                        8
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP                                [logo of Price Waterhouse]

To the Trustees and Shareholders of
Phoenix Equity Opportunities Fund

In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, 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 Equity
Opportunities 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.

[signature of Price Waterhouse LLP]

Boston, Massachusetts
June 12, 1995

                                        9
<PAGE>
Phoenix Equity Opportunities 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
Michael K. Arends, Vice President
James M. Dolan, Vice President
William R. Moyer, Vice President
Robert J. Milnamow, Vice President
William J. Newman, 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

                                       10
<PAGE>
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<PAGE>
Phoenix Funds
Phoenix Equity
Opportunities Fund
Annual Report
April 30, 1995

[picture of antique currency]

[double diamond Phoenix logo] Phoenix Investments


Phoenix Equity Opportunities Fund
P.O. Box 2200
Enfield, CT 06083-2200

[Phoenix double diamond logo] Phoenix Investments

[indicia]

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

PEP 744 (6/95)

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE> 6
<CIK> 0000796299
<NAME> PHOENIX EQUITY OPPORTUNITIES 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>                          175,975
<INVESTMENTS-AT-VALUE>                         185,518
<RECEIVABLES>                                   31,827
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 217,345
<PAYABLE-FOR-SECURITIES>                        36,573
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          581
<TOTAL-LIABILITIES>                             37,154
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       166,019
<SHARES-COMMON-STOCK>                           24,290
<SHARES-COMMON-PRIOR>                           25,447
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          4,629
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         9,543
<NET-ASSETS>                                   180,191
<DIVIDEND-INCOME>                                2,253
<INTEREST-INCOME>                                1,188
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  (2,368)
<NET-INVESTMENT-INCOME>                          1,073
<REALIZED-GAINS-CURRENT>                         5,577
<APPREC-INCREASE-CURRENT>                        8,680
<NET-CHANGE-FROM-OPS>                           15,330
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       (1,177)
<DISTRIBUTIONS-OF-GAINS>                       (11,595)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          6,339
<NUMBER-OF-SHARES-REDEEMED>                     (8,807)
<SHARES-REINVESTED>                              1,311
<NET-CHANGE-IN-ASSETS>                          (6,347)
<ACCUMULATED-NII-PRIOR>                            187
<ACCUMULATED-GAINS-PRIOR>                       10,570
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            1,253
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  2,368
<AVERAGE-NET-ASSETS>                           178,964
<PER-SHARE-NAV-BEGIN>                             7.31
<PER-SHARE-NII>                                   0.04
<PER-SHARE-GAIN-APPREC>                           0.58
<PER-SHARE-DIVIDEND>                             (0.05)
<PER-SHARE-DISTRIBUTIONS>                        (0.48)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               7.40
<EXPENSE-RATIO>                                   1.32
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


<ARTICLE> 6
<CIK> 0000796299
<NAME> PHOENIX EQUITY OPPORTUNITIES FUND
<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]                          175,975
[INVESTMENTS-AT-VALUE]                         185,518
[RECEIVABLES]                                   31,827
[ASSETS-OTHER]                                       0
[OTHER-ITEMS-ASSETS]                                 0
[TOTAL-ASSETS]                                 217,345
[PAYABLE-FOR-SECURITIES]                        36,573
[SENIOR-LONG-TERM-DEBT]                              0
[OTHER-ITEMS-LIABILITIES]                          581
[TOTAL-LIABILITIES]                             37,154
[SENIOR-EQUITY]                                      0
[PAID-IN-CAPITAL-COMMON]                       166,019
[SHARES-COMMON-STOCK]                               71
[SHARES-COMMON-PRIOR]                                0
[ACCUMULATED-NII-CURRENT]                            0
[OVERDISTRIBUTION-NII]                               0
[ACCUMULATED-NET-GAINS]                           4629
[OVERDISTRIBUTION-GAINS]                             0
[ACCUM-APPREC-OR-DEPREC]                         9,543
[NET-ASSETS]                                   180,191
[DIVIDEND-INCOME]                                2,253
[INTEREST-INCOME]                                1,188
[OTHER-INCOME]                                       0
[EXPENSES-NET]                                  (2,368)
[NET-INVESTMENT-INCOME]                          1,073
[REALIZED-GAINS-CURRENT]                         5,577
[APPREC-INCREASE-CURRENT]                        8,680
[NET-CHANGE-FROM-OPS]                           15,330
[EQUALIZATION]                                       0
[DISTRIBUTIONS-OF-INCOME]                            0
[DISTRIBUTIONS-OF-GAINS]                           (15)
[DISTRIBUTIONS-OTHER]                                0
[NUMBER-OF-SHARES-SOLD]                            115
[NUMBER-OF-SHARES-REDEEMED]                        (46)
[SHARES-REINVESTED]                              2,209
[NET-CHANGE-IN-ASSETS]                          15,831
[ACCUMULATED-NII-PRIOR]                            187
[ACCUMULATED-GAINS-PRIOR]                       10,570
[OVERDISTRIB-NII-PRIOR]                              0
[OVERDIST-NET-GAINS-PRIOR]                           0
[GROSS-ADVISORY-FEES]                            1,253
[INTEREST-EXPENSE]                                   0
[GROSS-EXPENSE]                                  2,368
[AVERAGE-NET-ASSETS]                           178,964
[PER-SHARE-NAV-BEGIN]                             7.28
[PER-SHARE-NII]                                      0
[PER-SHARE-GAIN-APPREC]                           0.59
[PER-SHARE-DIVIDEND]                                 0
[PER-SHARE-DISTRIBUTIONS]                        (0.48)
[RETURNS-OF-CAPITAL]                                 0
[PER-SHARE-NAV-END]                               7.39
[EXPENSE-RATIO]                                   2.15
[AVG-DEBT-OUTSTANDING]                               0
[AVG-DEBT-PER-SHARE]                                 0
        


</TABLE>


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