PHOENIX EQUITY OPPORTUNITIES FUND
497, 1996-01-05
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                      PHOENIX STRATEGIC EQUITY SERIES FUND
                       Supplement dated January 2, 1996 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 March
     29, 1996. 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 March 29, 1996. 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 March
     29, 1996. 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%






PDP 690 A  1-96


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