PHOENIX EQUITY OPPORTUNITIES FUND
497, 1995-10-24
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                      PHOENIX STRATEGIC EQUITY SERIES FUND
                      Supplement dated October 20, 1995 to
                        Prospectus dated October 16, 1995



Initial Sales Charge Alternative - Class A Shares

The following should be inserted below the first chart on the bottom of page 18:

         Equity Planning has agreed to pay broker/dealers with whom it has sales
         agreements, additional dealer discounts in connection with the
         aggregate purchases (net of redemptions) of any combination of Class A
         and Class B Shares of the Theme Series and Small Cap Series and Class A
         and Class B Shares of any other Phoenix Fund designated by Equity
         Planning, as shown below , provided such purchases are made between
         October 16, 1995 and December 29, 1995. These additional fees shall be
         paid exclusively from Equity Planning's own profits and resources and
         do not apply to the purchase of shares for which sales charges are not
         applicable.

             Aggregate Purchases          Additional Dealer Discount or Agency
                                          Fee as Percentage of Offering Price
             -------------------          -------------------------------------
               Up to $249,999                         0.50%
               $250,000 or more                       1.00%


The following should be inserted below the second chart on page 18:

         Equity Planning has agreed to pay broker/dealers with whom it has sales
         agreements, an additional amount equal to 0.50% of the purchase price
         on purchases of $1,000,000 or more of any combination of Class A Shares
         of the Theme Series and Small Cap Series and/or Class A Shares of any
         other Phoenix Fund designated by Equity Planning, provided such
         purchases are made between October 16, 1995 and December 29, 1995. This
         additional fee shall be paid exclusively from Equity Planning's own
         profits and resources.

Contingent Deferred Sales Charge

The following should be added to the second full paragraph under the heading
"Contingent Deferred Sales Charge" on page 20:

         Equity Planning has agreed to pay broker/dealers with whom it has sales
         agreements, additional sales commissions in connection with the
         aggregate purchases (net of redemptions) of any combination of Class A
         and Class B Shares of the Theme Series and Small Cap Series and Class A
         and Class B Shares of any other Phoenix Fund designated by Equity
         Planning, as shown below , provided such purchases are made between
         October 16, 1995 and December 29, 1995. These additional fees shall be
         paid exclusively from Equity Planning's own profits and resources and
         do not apply to the purchase of shares for which sales charges are not
         applicable.

            Aggregate Purchases           Additional Commissions
                                          as Percentage of Offering Price
            -------------------           -------------------------------
              Up to $249,999                      0.50%
              $250,000 or more                    1.00%




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