UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-08343
--------------

Phoenix Investment Trust 97
----------------------------------------------------
(Exact name of registrant as specified in charter)

56 Prospect Street
Hartford, CT 06115
----------------------------------------------------
(Address of principal executive offices) (Zip code)

PFPC Inc.
301 Bellevue Parkway
Wilmington, DE 19809
----------------------------------------------------
(Name and address of agent for service)

Registrant's telephone number, including area code: 302-791-3197
-------------

Date of fiscal year end: August 31, 2004
----------------

Date of reporting period: August 31, 2004
----------------

Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.

ITEM 1. REPORTS TO STOCKHOLDERS.

The Report to Shareholders is attached herewith.

ANNUAL REPORT

- --------------------------------------------------------------------------------

> AUGUST 31, 2004

Phoenix Small Cap Value Fund

Phoenix-Oakhurst Value Equity Fund

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------------------------------------------------------------------------
Mutual funds are not insured by the FDIC; are not deposits or
other obligations of a bank and are not guaranteed by a bank; and
are subject to investment risks, including possible loss of the
principal invested.
------------------------------------------------------------------------

This report is not authorized for distribution to prospective investors in the
Phoenix Investment Trust 97 unless preceded or accompanied by an effective
Prospectus which includes information concerning the sales charge, each Fund's
record and other pertinent information.

MESSAGE FROM THE CHAIRMAN

[GRAPHIC OMITTED]

DEAR SHAREHOLDER:

I encourage you to review the performance overview and outlook provided in
this annual report for the Phoenix Investment Trust 97, which comprises the
Phoenix Small Cap Value and Phoenix-Oakhurst Value Equity Funds, for the fiscal
year ended August 31, 2004.

The U.S. economy appears to have hit a soft patch in recent months with
consumer spending and job growth easing. The markets are concerned about the
inflationary impact of rising energy prices, as well as the likely drag on
economic growth in the second half of the year. In an effort to subdue
inflation, the Federal Reserve has increased short-term interest rates three
times in 2004 and appears to be committed to raising rates at a measured pace in
the future.

As always, short-term performance changes should not distract you from
your long-term financial plan. Now may be an opportune time for you to review
your portfolio with your financial advisor to make sure that your asset
allocation remains on target for you. Keep in mind that finding the best balance
of performance and protection requires discipline and diversification. 1 Your
Phoenix Fund investment may help in this effort.

At this time, the mutual fund industry continues to undergo far-reaching
regulatory reforms. The Phoenix Funds Board of Trustees takes these matters
seriously and is implementing initiatives to ensure compliance with the letter
and the spirit of all requirements. We are confident that the fund industry will
emerge stronger and more focused on the interests of shareholders as a result.

To learn more about investing and your Fund, including monthly portfolio
updates, please visit PhoenixInvestments.com.

Sincerely,

/S/ Philip R. McLoughlin

Philip R. McLoughlin
Chairman, Phoenix Funds

SEPTEMBER 30, 2004

1 DIVERSIFICATION DOES NOT GUARANTEE AGAINST A LOSS, AND THERE IS NO GUARANTEE
THAT A DIVERSIFIED PORTFOLIO WILL OUTPERFORM A NON-DIVERSIFIED PORTFOLIO.

The preceding information is the opinion of the Phoenix Funds Board of Trustees.
There is no guarantee that market forecasts discussed will be realized.

TABLE OF CONTENTS

Glossary ................................................................... 3
Phoenix Small Cap Value Fund ............................................... 4
Phoenix-Oakhurst Value Equity Fund ......................................... 17
Notes to Financial Statements .............................................. 28

GLOSSARY

PRICE-TO-EARNINGS RATIO (MULTIPLE)
A valuation measure calculated by dividing a stock's price by its current or
projected earnings per share. The P/E ratio gives an idea of how much an
investor is paying for current or future earnings power.

REITS
Real Estate Investment Trusts are typically publicly traded companies that own,
develop and operate income-producing real estate such as apartments, office
buildings, hotels, shopping centers and other commercial properties.

RUSSELL 1000(R) VALUE INDEX
A market capitalization-weighted index of value-oriented stocks of the 1,000
largest companies in the Russell Universe, which comprises the 3,000 largest
U.S. companies. The index is calculated on a total-return basis with dividends
reinvested. The index performance does not reflect sales charges.

RUSSELL 2000(R) VALUE INDEX
A market capitalization-weighted index of value-oriented stocks of the smallest
2,000 companies in the Russell Universe, which comprises the 3,000 largest U.S.
companies. The index is calculated on a total-return basis with dividends
reinvested. The index performance does not reflect sales charges.

S&P 500(R) INDEX
A market capitalization-weighted index of 500 of the largest U.S. companies. The
index is calculated on a total-return basis with dividends reinvested. The index
performance does not reflect sales charges.

THE INDEXES ARE UNMANAGED AND NOT AVAILABLE FOR DIRECT INVESTMENT; THEREFORE
THEIR PERFORMANCE DOES NOT REFLECT THE EXPENSES ASSOCIATED WITH THE ACTIVE
MANAGEMENT OF AN ACTUAL PORTFOLIO.

PHOENIX SMALL CAP VALUE FUND

A DISCUSSION WITH THE FUND'S PORTFOLIO MANAGEMENT TEAM LED BY CARLTON NEEL

Q: WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

A: The Phoenix Small Cap Value Fund seeks long-term capital appreciation. There
is no guarantee that the Fund will achieve its objective.

Q: HOW DID THE FUND PERFORM OVER THE 12 MONTHS ENDED AUGUST 31, 2004?

A: For the fiscal year ended August 31, 2004, the Fund's Class A shares returned
12.37%, Class B shares returned 11.57%, and Class C shares returned 11.57%. For
the same period, the S&P 500(R) Index 1 returned 11.45% and the Fund's
style-specific benchmark, the Russell 2000(R) Value Index, 1 returned 19.49%.
All performance figures assume reinvestment of distributions and exclude the
effect of sales charges. Past performance is no guarantee of future results and
current performance may be higher or lower than the performance shown above.

Q: LOOKING BACK OVER THE LAST 12 MONTHS, HOW WOULD YOU CHARACTERIZE THE MARKET
ENVIRONMENT FOR INVESTORS?

A: The 12 months ending August 31, 2004 can be divided into two periods with
opposing characteristics: from September 2003 until late January 2004, value
stocks struggled to keep up with growth names, while from February 2004 until
August 2004, value stocks generally outperformed growth names. As the economic
recovery took shape and it became increasingly evident that the Federal Reserve
would raise interest rates, the market reacted by favoring companies that: 1)
demonstrated earnings consistency, 2) traded at a relative discount (as measured
by the price-to-earnings ratio) to their peers and the market as a whole, 3) had
a cleaner balance sheet, which possibly included a lower debt load, resulting in
less sensitivity to increased interest rates, or 4) paid a dividend. Also, the
uncertainty of the war, the outcome of the upcoming presidential election and
the sustainability of the economic recovery continued to encourage investors to
favor a move to value stocks over growth. This trend helped the Fund as these
stocks rose with the tide.

Q: WHAT FACTORS CONTRIBUTED TO THE FUND'S PERFORMANCE DURING THE 12 MONTHS ENDED
AUGUST 31, 2004?

A: As noted earlier, the Fund underperformed its style-specific benchmark, the
Russell 2000 Value Index for the 12-month period. New management appointed to
the Fund as of October 31, 2003 has been working hard to improve the Fund's
performance since assuming its new responsibilities. We gradually implemented a
quantitatively-led approach to managing this portfolio through the first quarter
of 2004. This is beginning to bear fruit, as the Fund's performance began to
improve in early May 2004 and continued through the fiscal year-end as of August
31, 2004.

A significant underweighting in REITs relative to the style benchmark hurt
performance, and health care names also impacted performance adversely. The Fund
benefited from its energy and bank holdings, and material stocks had a strong
run late in 2003 and again, early this summer.

Q: WHAT IS YOUR ECONOMIC AND MARKET OUTLOOK FOR THE NEXT SIX TO 12 MONTHS?

A: Generally after a presidential election, regardless of which party wins, the
market experiences a "relief rally" as that uncertainty is removed. However,
with the ongoing concerns over a resolution to the war in Iraq, questions about
the sustainability of

Phoenix Small Cap Value Fund (continued)

the economic recovery and how much the Federal Reserve will raise interest
rates, combined with valuations that still seem lofty relative to growth
prospects, it is our belief that value stocks remain a better play in the equity
markets than growth stocks. So while we are believers that in the near term, all
stocks could do well, we also believe that by next year, as the markets digest a
new session of Congress and analyze the investment climate, value stocks will be
the more compelling investment.

SEPTEMBER 2004

THE PRECEDING INFORMATION IS THE OPINION OF PORTFOLIO MANAGEMENT. PAST
PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, AND THERE IS NO GUARANTEE THAT
MARKET FORECASTS WILL BE REALIZED.
1 FOR DEFINITIONS OF THE INDEXES CITED AND CERTAIN INVESTMENT TERMS USED IN THIS
REPORT, SEE THE GLOSSARY ON PAGE 3.

Phoenix Small Cap Value Fund

- --------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS 1 PERIODS ENDING 8/31/04
- --------------------------------------------------------------------------------------------------------------------
INCEPTION INCEPTION
1 YEAR 5 YEARS TO 8/31/04 DATE
-------- --------- ---------- ------------

Class A Shares at NAV 2 12.37% 11.09% 10.26% 11/20/97
Class A Shares at POP 3 5.91 9.78 9.30 11/20/97

Class B Shares at NAV 2 11.57 10.27 9.45 11/20/97
Class B Shares with CDSC 4 7.57 10.27 9.45 11/20/97

Class C Shares at NAV 2 11.57 10.27 9.45 11/20/97
Class C Shares with CDSC 4 11.57 10.27 9.45 11/20/97

S&P 500(R) Index 11.45 (2.05) 3.62 11/20/97

Russell 2000(R) Value Index 19.49 13.36 8.94 11/20/97

- --------------------------------------------------------------------------------
GROWTH OF $10,000 PERIODS ENDING 8/31
- --------------------------------------------------------------------------------

This Growth of $10,000 chart assumes an initial investment of $10,000 made on
11/20/97 (inception of the Fund) in Class A, Class B and Class C shares. The
total return for Class A shares reflects the maximum sales charge of 5.75% on
the initial investment. The total return for Class B shares reflects the CDSC
charges which decline from 5% to 0% over a five year period. The total return
for Class C shares reflects the CDSC charges which are 1% in the first year and
0% thereafter. Performance assumes dividends and capital gains are reinvested.

[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA
POINTS USED IN PRINTED GRAPHIC

Phoenix Phoenix Phoenix Russell 2000
Small Cap Value Small Cap Value Small Cap Value Value S&P 500
Fund Class A 5 Fund Class B 5 Fund Class C 5 Index Index

11/20/97 9425 10000 10000 10000 10000
8/31/98 7668 8093 8091 8370 10097
8/31/99 10805 11320 11316 9549 14124
8/31/00 17951 18674 18669 10856 16438
8/31/01 15395 15894 15889 12815 12429
8/31/02 13698 14031 14027 12097 10192
8/31/03 16268 16540 16535 14962 11424
8/31/04 18280 18454 18449 17878 12732

- --------------------------------------------------------------------------------
SECTOR WEIGHTINGS 8/31/04
- --------------------------------------------------------------------------------

As a percentage of total investments

[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA
POINTS USED IN PRINTED GRAPHIC

Financials 30%
Industrials 15
Consumer Discretionary 14
Energy 10
Information Technology 9
Materials 6
Health Care 5
Other 11

1 Total returns are historical and include changes in share price and the
reinvestment of both dividends and capital gains distributions.

2 "NAV" (Net Asset Value) total returns do not include the effect of any sales
charge.

3 "POP" (Public Offering Price) total returns include the effect of the
maximum front-end 5.75% sales charge.

4 CDSC (contingent deferred sales charge) is applied to redemptions of certain
classes of shares that do not have a sales charge applied at the time of
purchase. CDSC charges for B shares decline from 5% to 0% over a five year
period. CDSC charges for Class C shares are 1% in the first year and 0%
thereafter.

5 This chart includes application of initial sales charges on Class A shares
and applicable CDSC charges for Class B and Class C shares since inception.

For information regarding indexes, see the glossary on page 3.

ALL RETURNS REPRESENT PAST PERFORMANCE WHICH IS NO GUARANTEE OF FUTURE RESULTS.
CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE SHOWN. THE
INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN
INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST. PLEASE VISIT PHOENIXINVESTMENTS.COM FOR PERFORMANCE DATA CURRENT TO THE
MOST RECENT MONTH-END.

Phoenix Small Cap Value Fund

ABOUT YOUR FUND'S EXPENSES

As a shareholder of the Small Cap Value Fund, you incur two types of costs:
(1) transaction costs, including sales charges on purchases of Class A shares
and contingent deferred sales charges on Class B and Class C shares; and (2)
ongoing costs, including investment advisory fees; distribution and service
fees; and other expenses. These examples are intended to help you understand
your ongoing costs (in dollars) of investing in the Fund and to compare these
costs with the ongoing costs of investing in other mutual funds. These examples
are based on an investment of $1,000 invested at the beginning of the period and
held for the entire period.

ACTUAL EXPENSES

The first line of the accompanying tables provides information about actual
account values and actual expenses. You may use the information in this line,
together with the amount you invested, to estimate the expenses that you paid
over the period. Simply divide your account value by $1,000 (for example, an
$8,600 account value divided by $1,000 = 8.6), then multiply the result by the
number in the first line under the heading entitled "Expenses Paid During
Period" to estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the accompanying tables provides information about
hypothetical account values and hypothetical expenses based on the Fund's actual
expense ratio and an assumed rate of return of 5% per year before expenses,
which is not your Fund's actual return. The hypothetical account values and
expenses may not be used to estimate the actual ending account balance or
expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in your Fund and other funds. To do so, compare these
5% hypothetical examples with the 5% hypothetical examples that appear in the
shareholder reports of the other funds.

Please note that the expenses shown in the accompanying tables are meant to
highlight your ongoing costs only and do not reflect any transactional costs,
such as sales charges or contingent deferred sales charges. Therefore, the
second line of the accompanying tables is useful in comparing ongoing costs
only, and will not help you determine the relative total costs of owning
different funds. In addition, if these transactional costs were included, your
costs would have been higher.

Beginning Ending Expenses Paid
Small Cap Value Fund Account Value Account Value During
Class A March 1, 2004 August 31, 2004 Period*
- ----------------------- ---------------- ----------------- ---------------
Actual $1,000.00 $ 965.40 $6.92
Hypothetical (5% return
before expenses) 1,000.00 1,018.01 7.13

* EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 1.40%,
WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, MULTIPLIED BY THE
AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS IN
THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 366 TO REFLECT THE
ONE-HALF YEAR PERIOD.

ACTUAL RETURN AS CALCULATED IN THE ABOVE TABLE IS BASED ON THE FUND'S CLASS
A RETURN FOR THE PAST SIX MONTHS. WHILE REQUIRED TO BE PRESENTED IN THIS
FORMAT, IT IS NOT THE CLASS' ACTUAL CLASS RETURN FOR THE YEAR ENDED AUGUST
31, 2004. THE CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR ENDED WAS
12.37%. UTILIZING THIS RETURN IN THE ABOVE CALCULATION YIELDS AN ENDING
ACCOUNT VALUE AT AUGUST 31, 2004 OF $1,123.70.

Beginning Ending Expenses Paid
Small Cap Value Fund Account Value Account Value During
Class B March 1, 2004 August 31, 2004 Period*
- ----------------------- ---------------- ----------------- ---------------
Actual $1,000.00 $ 961.60 $10.60
Hypothetical (5% return
before expenses) 1,000.00 1,014.19 10.94

* EXPENSES ARE EQUAL TO THE FUND'S CLASS B ANNUALIZED EXPENSE RATIO OF 2.15%,
WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, MULTIPLIED BY THE
AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS IN
THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 366 TO REFLECT THE
ONE-HALF YEAR PERIOD.

ACTUAL RETURN AS CALCULATED IN THE ABOVE TABLE IS BASED ON THE FUND'S CLASS
B RETURN FOR THE PAST SIX MONTHS. WHILE REQUIRED TO BE PRESENTED IN THIS
FORMAT, IT IS NOT THE CLASS' ACTUAL CLASS RETURN FOR THE YEAR ENDED AUGUST
31, 2004. THE CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR ENDED WAS
11.57%. UTILIZING THIS RETURN IN THE ABOVE CALCULATION YIELDS AN ENDING
ACCOUNT VALUE AT AUGUST 31, 2004 OF $1,115.70.

Beginning Ending Expenses Paid
Small Cap Value Fund Account Value Account Value During
Class C March 1, 2004 August 31, 2004 Period*
- ----------------------- ---------------- ----------------- ---------------
Actual $1,000.00 $ 962.20 $10.60
Hypothetical (5% return
before expenses) 1,000.00 1,014.19 10.94

* EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 2.15%,
WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, MULTIPLIED BY THE
AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS IN
THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 366 TO REFLECT THE
ONE-HALF YEAR PERIOD.

ACTUAL RETURN AS CALCULATED IN THE ABOVE TABLE IS BASED ON THE FUND'S CLASS
C RETURN FOR THE PAST SIX MONTHS. WHILE REQUIRED TO BE PRESENTED IN THIS
FORMAT, IT IS NOT THE CLASS' ACTUAL CLASS RETURN FOR THE YEAR ENDED AUGUST
31, 2004. THE CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR ENDED WAS
11.57%. UTILIZING THIS RETURN IN THE ABOVE CALCULATION YIELDS AN ENDING
ACCOUNT VALUE AT AUGUST 31, 2004 OF $1,115.70.

Phoenix Small Cap Value Fund

1. Harris Corp. 2.2% 6. Everest Re Group Ltd. 1.8%
2. Newfield Exploration Co. 2.1% 7. Doral Financial Corp. 1.8%
3. OM Group, Inc. 1.9% 8. CenterPoint Energy, Inc. 1.8%
4. Potlatch Corp. 1.9% 9. Beazer Homes USA, Inc. 1.8%
5. New Century Financial Corp. 1.8% 10. Chesapeake Energy Corp. 1.8%
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS AT AUGUST 31, 2004

SHARES VALUE
------- ------------
DOMESTIC COMMON STOCKS--97.3%

AEROSPACE & DEFENSE--2.3%
Aviall, Inc.(b) ....................................... 50,000 $ 1,000,000
Curtiss-Wright Corp. .................................. 9,300 508,245
DRS Technologies, Inc.(b) ............................. 50,800 1,848,104
Esterline Technologies Corp.(b) ....................... 29,800 945,554
Moog, Inc. Class A(b) ................................. 34,000 1,208,700
Sypris Solutions, Inc. ................................ 6,700 83,348
------------
5,593,951
------------

APPAREL RETAIL--2.2%
Charlotte Russe Holding, Inc.(b) ...................... 22,900 327,241
Charming Shoppes, Inc.(b) ............................. 30,200 207,172
Finish Line, Inc. (The) Class A ....................... 8,400 243,684
Men's Wearhouse, Inc. (The)(b) ........................ 80,300 2,248,400
Pacific Sunwear of California, Inc.(b) ................ 113,300 2,170,828
------------
5,197,325
------------

APPAREL, ACCESSORIES & LUXURY GOODS--0.9%
Kellwood Co. .......................................... 37,400 1,365,100
Phillips-Van Heusen Corp. ............................. 32,500 655,200
------------
2,020,300
------------

APPLICATION SOFTWARE--0.7%
MRO Software, Inc.(b) ................................. 30,600 290,394
Quest Software, Inc.(b) ............................... 57,300 579,876
SERENA Software, Inc.(b) .............................. 50,600 791,890
------------
1,662,160
------------

AUTO PARTS & EQUIPMENT--0.1%
Dura Automotive Systems, Inc. Class A(b) .............. 5,600 46,648
Shiloh Industries, Inc(b) ............................. 7,700 110,803
Stoneridge, Inc.(b) ................................... 7,500 111,375
------------
268,826
------------

SHARES VALUE
------- ------------
AUTOMOBILE MANUFACTURERS--0.4%
Monaco Coach Corp. .................................... 47,600 $ 1,022,924

BIOTECHNOLOGY--1.6%
Gen-Probe, Inc.(b) .................................... 103,200 3,725,520

BROADCASTING & CABLE TV--0.5%
Hearst-Argyle Television, Inc. ........................ 50,700 1,229,475

BUILDING PRODUCTS--1.3%
Griffon Corp.(b) ...................................... 87,900 1,759,758
Lennox International, Inc. ............................ 25,300 411,378
NCI Building Systems, Inc.(b) ......................... 34,000 1,043,120
------------
3,214,256
------------

CATALOG RETAIL--0.7%
Insight Enterprises, Inc.(b) .......................... 107,500 1,720,000

COMMERCIAL PRINTING--0.1%
Consolidated Graphics, Inc.(b) ........................ 3,600 147,060

COMMUNICATIONS EQUIPMENT--3.5%
Audiovox Corp. Class A(b) ............................. 22,300 362,375
Black Box Corp. ....................................... 7,500 271,800
C-COR Corp.(b) ........................................ 39,900 313,614
Comtech Telecommunications Corp.(b) ................... 23,700 429,207
DIGI International, Inc.(b) ........................... 27,800 312,750
Harris Corp. .......................................... 107,500 5,177,200
SeaChange International, Inc.(b) ...................... 100,400 1,534,112
------------
8,401,058
------------

CONSTRUCTION & ENGINEERING--0.6%
Comfort Systems USA, Inc.(b) .......................... 21,800 146,060
URS Corp.(b) .......................................... 48,600 1,200,420
------------
1,346,480
------------

CONSTRUCTION MATERIALS--0.1%
Texas Industries, Inc. ................................ 3,200 140,160

8 See Notes to Financial Statements

Phoenix Small Cap Value Fund

SHARES VALUE
------- ------------
CONSTRUCTION, FARM MACHINERY & HEAVY TRUCKS--1.5%
Terex Corp.(b) ........................................ 90,800 $ 3,280,604
Titan International, Inc. ............................. 29,800 290,550
------------
3,571,154
------------

CONSUMER FINANCE--0.8%
CompuCredit Corp.(b) .................................. 94,600 1,779,426

DATA PROCESSING & OUTSOURCED SERVICES--0.5%
eFunds Corp.(b) ....................................... 76,200 1,131,570

DEPARTMENT STORES--1.5%
Bon-Ton Stores, Inc. (The) ............................ 15,000 197,850
Neiman Marcus Group, Inc. (The) Class A ............... 63,800 3,394,160
------------
3,592,010
------------

DIVERSIFIED COMMERCIAL SERVICES--2.1%
Coinstar, Inc.(b) ..................................... 97,000 1,912,840
Exponent, Inc.(b) ..................................... 2,000 51,922
Healthcare Services Group, Inc. ....................... 7,300 129,940
Mobile Mini, Inc.(b) .................................. 21,700 591,325
NCO Group, Inc.(b) .................................... 44,000 1,124,640
TeleTech Holdings, Inc.(b) ............................ 82,300 678,152
United Rentals, Inc.(b) ............................... 36,500 536,185
------------
5,025,004
------------

DRUG RETAIL--0.6%
Longs Drug Stores Corp. ............................... 62,900 1,527,212

ELECTRIC UTILITIES--3.0%
CenterPoint Energy, Inc. .............................. 389,000 4,255,660
WPS Resources Corp. ................................... 63,600 2,968,212
------------
7,223,872
------------

ELECTRICAL COMPONENTS & EQUIPMENT--1.7%
Acuity Brands, Inc. ................................... 87,200 2,006,472
Genlyte Group, Inc. (The)(b) .......................... 22,500 1,343,475
Penn Engineering & Manufacturing Corp. ................ 5,800 110,780
Thomas & Betts Corp.(b) ............................... 28,700 706,020
------------
4,166,747
------------

ELECTRONIC EQUIPMENT MANUFACTURERS--1.0%
Checkpoint Systems, Inc.(b) ........................... 29,700 448,470
Rofin-Sinar Technologies, Inc.(b) ..................... 68,800 1,933,280
------------
2,381,750
------------

EMPLOYMENT SERVICES--0.1%
Volt Information Sciences, Inc.(b) .................... 7,100 189,002

SHARES VALUE
------- ------------
ENVIRONMENTAL SERVICES--0.5%
Waste Connections, Inc.(b) ............................ 40,000 $ 1,174,000

FOOD DISTRIBUTORS--0.5%
Nash Finch Co. ........................................ 38,800 1,145,764

FOOD RETAIL--0.5%
Ruddick Corp. ......................................... 12,200 232,654
Smart & Final, Inc.(b) ................................ 63,600 1,037,316
------------
1,269,970
------------

GAS UTILITIES--0.7%
UGI Corp. ............................................. 49,400 1,687,504

GENERAL MERCHANDISE STORES--0.4%
ShopKo Stores, Inc.(b) ................................ 56,600 957,672

HEALTH CARE EQUIPMENT--1.1%
Invacare Corp. ........................................ 51,700 2,288,759
Molecular Devices Corp.(b) ............................ 9,800 225,400
------------
2,514,159
------------

HEALTH CARE FACILITIES--1.7%
Genesis Healthcare(b) ................................. 19,600 609,364
LifePoint Hospitals, Inc.(b) .......................... 61,800 1,785,402
Province Healthcare Co.(b) ............................ 87,800 1,715,612
------------
4,110,378
------------

HEALTH CARE SERVICES--0.1%
Gentiva Health Services, Inc.(b) ...................... 1,500 23,220
Res-Care, Inc.(b) ..................................... 18,800 198,904
------------
222,124
------------

HEALTH CARE SUPPLIES--0.4%
West Pharmaceutical Services, Inc. .................... 23,400 935,766

HOME FURNISHINGS--0.1%
Hooker Furniture Corp. ................................ 6,700 177,684

HOME IMPROVEMENT RETAIL--0.4%
Building Material Holding Corp. ....................... 37,500 848,250

HOMEBUILDING--2.8%
Beazer Homes USA, Inc. ................................ 43,400 4,238,010
Brookfield Homes Corp. ................................ 1,900 50,103
Meritage Corp.(b) ..................................... 33,200 2,218,092
Technical Olympic USA, Inc. ........................... 10,600 270,512
------------
6,776,717
------------

INDUSTRIAL CONGLOMERATES--0.3%
Tredegar Corp. ........................................ 44,800 775,936

See Notes to Financial Statements 9

Phoenix Small Cap Value Fund

SHARES VALUE
------- ------------
INDUSTRIAL MACHINERY--3.2%
Flowserve Corp.(b) .................................... 151,100 $ 3,466,234
Gardner Denver, Inc.(b) ............................... 17,000 471,410
Mueller Industries, Inc. .............................. 16,300 640,427
Reliance Steel & Aluminum Co. ......................... 74,700 2,833,371
Valmont Industries, Inc. .............................. 12,200 240,828
------------
7,652,270
------------

INTEGRATED TELECOMMUNICATION SERVICES--0.0%
CT Communications, Inc. ............................... 6,600 90,882

INTERNET SOFTWARE & SERVICES--0.0%
PEC Solutions, Inc.(b) ................................ 7,000 73,710

IT CONSULTING & OTHER SERVICES--0.8%
Keane, Inc.(b) ........................................ 49,600 699,360
Perot Systems Corp. Class A(b) ........................ 90,600 1,205,886
------------
1,905,246
------------

LEISURE PRODUCTS--0.3%
MarineMax, Inc.(b) .................................... 15,100 295,960
RC2 Corp.(b) .......................................... 13,900 439,379
------------
735,339
------------

LIFE & HEALTH INSURANCE--0.3%
UICI .................................................. 29,400 817,614

METAL & GLASS CONTAINERS--0.0%
Myers Industries, Inc. ................................ 9,020 102,648

MULTI-UTILITIES & UNREGULATED POWER--1.4%
Energen Corp. ......................................... 71,500 3,391,960

OFFICE SERVICES & SUPPLIES--0.8%
IKON Office Solutions, Inc. ........................... 162,700 1,835,256

OIL & GAS DRILLING--0.9%
Unit Corp.(b) ......................................... 70,100 2,201,140

OIL & GAS EQUIPMENT & SERVICES--1.8%
Dril-Quip, Inc.(b) .................................... 13,400 265,856
Gulf Island Fabrication, Inc. ......................... 7,400 147,704
Maverick Tube Corp.(b) ................................ 50,000 1,481,000
Offshore Logistics, Inc.(b) ........................... 23,300 694,340
Oil States International, Inc.(b) ..................... 67,200 1,081,920
RPC, Inc. ............................................. 39,400 596,910
------------
4,267,730
------------

OIL & GAS EXPLORATION & PRODUCTION--4.3%
Chesapeake Energy Corp. ............................... 297,000 4,196,610
Magnum Hunter Resources, Inc.(b) ...................... 110,000 1,120,900

SHARES VALUE
------- ------------
OIL & GAS EXPLORATION & PRODUCTION--CONTINUED
Newfield Exploration Co.(b) ........................... 90,500 $ 5,009,175
------------
10,326,685
------------

OIL & GAS REFINING, MARKETING & TRANSPORTATION--2.9%
General Maritime Corp.(b) ............................. 46,400 1,265,792
Giant Industries, Inc.(b) ............................. 31,900 711,370
OMI Corp. ............................................. 227,800 2,897,616
Overseas Shipholding Group, Inc. ...................... 31,700 1,363,100
Tesoro Petroleum Corp.(b) ............................. 31,300 741,184
------------
6,979,062
------------

PACKAGED FOODS & MEATS--1.7%
Chiquita Brands International, Inc.(b) ................ 87,400 1,646,616
Pilgrim's Pride Corp. ................................. 96,000 2,440,320
------------
4,086,936
------------

PAPER PRODUCTS--2.3%
Buckeye Technologies, Inc.(b) ......................... 8,000 85,360
Pope & Talbot, Inc. ................................... 54,200 998,906
Potlatch Corp. ........................................ 103,700 4,448,730
------------
5,532,996
------------

PHARMACEUTICALS--0.5%
aaiPharma, Inc.(b) .................................... 55,600 128,436
First Horizon Pharmaceutical Corp.(b) ................. 67,000 1,128,280
------------
1,256,716
------------

PROPERTY & CASUALTY INSURANCE--6.0%
FPIC Insurance Group, Inc.(b) ......................... 23,000 549,930
Infinity Property & Casualty Corp. .................... 9,700 265,974
LandAmerica Financial Group, Inc. ..................... 70,300 3,025,712
Mercury General Corp. ................................. 68,700 3,445,305
Navigators Group, Inc. (The)(b) ....................... 17,500 511,700
Philadelphia Consolidated Holding Co. ................. 4,000 213,040
Selective Insurance Group, Inc. ....................... 52,700 1,819,731
State Auto Financial Corp. ............................ 3,300 99,297
Stewart Information Services Corp. .................... 72,700 2,656,458
United Fire & Casualty Co. ............................ 1,600 96,960
Zenith National Insurance Corp. ....................... 38,600 1,668,292
------------
14,352,399
------------

PUBLISHING & PRINTING--0.1%
Pulitzer, Inc. ........................................ 5,200 253,240

REAL ESTATE MANAGEMENT & DEVELOPMENT--0.7%
Jones Lang LaSalle, Inc.(b) ........................... 53,700 1,753,305

10 See Notes to Financial Statements

Phoenix Small Cap Value Fund

SHARES VALUE
------- ------------
REGIONAL BANKS--5.2%
Capitol Bancorp Ltd. .................................. 3,300 $ 94,941
First Republic Bank ................................... 35,200 1,576,608
Greater Bay Bancorp ................................... 94,000 2,676,180
Irwin Financial Corp. ................................. 73,400 1,888,582
Provident Bankshares Corp. ............................ 54,900 1,738,683
Republic Bancorp, Inc. ................................ 33,300 489,843
South Financial Group, Inc. (The) ..................... 26,400 750,816
TCF Financial Corp. ................................... 40,300 2,563,483
Trustmark Corp. ....................................... 7,000 209,860
U.S.B. Holding Co., Inc. .............................. 20,400 449,004
------------
12,438,000
------------

REINSURANCE--3.0%
Arch Capital Group Ltd.(b) ............................ 46,100 1,687,260
Everest Re Group Ltd. ................................. 61,700 4,328,872
PXRE Group Ltd. ....................................... 44,300 1,029,532
------------
7,045,664
------------

REITS--4.5%
American Home Mortgage Investment Corp. ............... 56,200 1,529,764
Brandywine Realty Trust ............................... 79,700 2,359,120
CarrAmerica Realty Corp. .............................. 69,300 2,310,462
Friedman, Billings, Ramsey Group, Inc. Class A ........ 122,400 2,307,240
Kilroy Realty Corp. ................................... 43,100 1,631,335
Parkway Properties, Inc. .............................. 12,700 600,075
------------
10,737,996
------------

RESTAURANTS--2.0%
Dave & Buster's, Inc.(b) .............................. 3,800 59,660
Jack in the Box, Inc.(b) .............................. 103,100 2,911,544
Landry's Restaurants, Inc. ............................ 72,100 1,908,487
------------
4,879,691
------------

SPECIALIZED FINANCE--0.3%
GATX Corp. ............................................ 23,000 620,310

SPECIALTY CHEMICALS--2.3%
NewMarket Corp.(b) .................................... 19,900 411,731
OM Group, Inc.(b) ..................................... 135,300 4,606,965
Schulman (A.), Inc. ................................... 28,700 575,722
------------
5,594,418
------------

SPECIALTY STORES--0.9%
Lithia Motors, Inc. Class A ........................... 75,100 1,595,875
Sonic Automotive, Inc. ................................ 30,500 634,400
------------
2,230,275
------------

SHARES VALUE
------- ------------
STEEL--1.6%
Commercial Metals Co. ................................. 41,200 $ 1,441,176
Gibraltar Steel Corp. ................................. 10,800 345,924
Steel Dynamics, Inc. .................................. 50,600 1,586,816
Steel Technologies, Inc. .............................. 16,500 331,485
------------
3,705,401
------------

SYSTEMS SOFTWARE--1.6%
Internet Security Systems, Inc.(b) .................... 237,100 3,411,869
Sybase, Inc.(b) ....................................... 33,300 443,889
------------
3,855,758
------------

TECHNOLOGY DISTRIBUTORS--1.1%
Anixter International, Inc.(b) ........................ 45,900 1,618,893
Brightpoint, Inc.(b) .................................. 60,000 795,000
SYNNEX Corp.(b) ....................................... 12,400 197,036
------------
2,610,929
------------

THRIFTS & MORTGAGE FINANCE--7.7%
BankAtlantic Bancorp, Inc. Class A .................... 57,100 1,011,241
Capital Crossing Bank(b) .............................. 12,600 294,210
Commercial Federal Corp. .............................. 75,200 2,050,704
Doral Financial Corp. ................................. 104,900 4,266,283
Flagstar Bancorp, Inc. ................................ 177,400 3,830,066
Hudson River Bancorp, Inc. ............................ 4,300 76,583
ITLA Capital Corp.(b) ................................. 2,500 106,050
New Century Financial Corp. ........................... 82,500 4,425,300
Saxon Capital, Inc.(b) ................................ 55,500 1,395,824
Sterling Financial Corp.(b) ........................... 29,400 974,904
------------
18,431,165
------------

TIRES & RUBBER--0.5%
Cooper Tire & Rubber Co. .............................. 54,400 1,231,616

TRADING COMPANIES & DISTRIBUTORS--0.7%
Applied Industrial Technologies, Inc. ................. 15,500 463,140
Watsco, Inc. .......................................... 37,600 1,093,408
------------
1,556,548
------------

TRUCKING--0.5%
Overnite Corp. ........................................ 5,400 164,376
SCS Transportation, Inc. .............................. 8,000 148,480
Swift Transportation Co., Inc.(b) ..................... 37,200 676,296
U.S. Xpress Enterprises, Inc. Class A(b) .............. 6,600 109,758
------------
1,098,910
------------

See Notes to Financial Statements 11

Phoenix Small Cap Value Fund

SHARES VALUE
------- ------------
WIRELESS TELECOMMUNICATION SERVICES--0.1%
Boston Communications Group, Inc.(b) .................. 21,600 $ 169,560
- -------------------------------------------------------------------------------
TOTAL DOMESTIC COMMON STOCKS
(IDENTIFIED COST $211,934,065) 232,694,541
- -------------------------------------------------------------------------------

FOREIGN COMMON STOCKS(c)--1.8%

REINSURANCE--0.7%
Montpelier Re Holdings Ltd. (United States) ........... 51,200 1,765,888

THRIFTS & MORTGAGE FINANCE--1.1%
R&G Financial Corp. Class B (United States) ........... 74,700 2,583,126
- -------------------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $3,400,398) 4,349,014
- -------------------------------------------------------------------------------

WARRANTS--0.0%

OTHER DIVERSIFIED FINANCIAL SERVICES--0.0%
Imperial Credit Industries, Inc. Warrants (b)(d) ...... 2,429 0
- -------------------------------------------------------------------------------
TOTAL WARRANTS
(IDENTIFIED COST $0) 0
- -------------------------------------------------------------------------------

STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ------ ------------
DOMESTIC CONVERTIBLE BONDS--0.0%

AIRPORT SERVICES--0.0%
TIMCO Aviation Services, Inc. Cv. 8%,
12/31/06(b) (d) ........................... BB $ 2 $ 0
- -----------------------------------------------------------------------------
TOTAL DOMESTIC CONVERTIBLE BONDS
(IDENTIFIED COST $0) 0
- -----------------------------------------------------------------------------
TOTAL LONG TERM INVESTMENTS--99.1%
(IDENTIFIED COST $215,334,463) 237,043,555
- -----------------------------------------------------------------------------

SHORT-TERM OBLIGATIONS--2.4%

COMMERCIAL PAPER--2.4%
UBS Finance Delaware LLC 1.57%,
9/1/04 .................................... A-1+ 3,700 3,700,000
Verizon Network Funding Corp. 1.51%,
9/8/04 .................................... A-1+ 2,100 2,099,383
- -----------------------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $5,799,383) 5,799,383
- -----------------------------------------------------------------------------

TOTAL INVESTMENTS--101.5%
(IDENTIFIED COST $221,133,846) 242,842,938(a)

Other assets and liabilities, net--(1.5)% (3,580,358)
------------
NET ASSETS--100.0% $239,262,580
============

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $27,671,988 and gross
depreciation of $6,837,378 for federal income tax purposes. At August 31,
2004, the aggregate cost of securities for federal income tax purposes was
$222,008,328.

(b) Non-income producing.

(c) Foreign Common Stocks are determined based on the country in which the
security is issued. The country of risk, noted parenthetically, is
determined based on criteria described in Note 2G "Foreign security country
determination" in the Notes to Financial Statements.

(d) Illiquid. Security valued at fair value as determined in good faith by or
under the direction of the Trustees. At August 31, 2004, these securities
amounted to a value of $0 or 0.0% of net assets.

12 See Notes to Financial Statements

Phoenix Small Cap Value Fund

STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2004

ASSETS
Investment securities at value
(Identified cost $221,133,846) $242,842,938
Cash 3,605
Receivables
Investment securities sold 6,973,797
Dividends and interest 186,795
Fund shares sold 92,137
Prepaid expenses 18,920
------------
Total assets 250,118,192
------------
LIABILITIES
Payables
Investment securities purchased 9,896,726
Fund shares repurchased 460,193
Investment advisory fee 175,452
Distribution and service fees 122,932
Transfer agent fee 106,447
Financial agent fee 16,032
Trustees' fee 1,131
Accrued expenses 76,699
------------
Total liabilities 10,855,612
------------
NET ASSETS $239,262,580
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest $221,492,981
Accumulated net realized loss (3,939,493)
Net unrealized appreciation 21,709,092
------------
NET ASSETS $239,262,580
============
CLASS A
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $124,164,992) 8,231,933
Net asset value per share $15.08
Offering price per share $15.08/(1-5.75%) $16.00

CLASS B
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $43,801,197) 3,068,788
Net asset value and offering price per share $14.27

CLASS C
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $71,296,391) 4,995,657
Net asset value and offering price per share $14.27

STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 2004

INVESTMENT INCOME
Dividends $ 2,017,867
Interest 55,381
Foreign taxes withheld (5,827)
-----------
Total investment income 2,067,421
-----------
EXPENSES
Investment advisory fee 1,833,682
Service fees, Class A 245,397
Distribution and service fees, Class B 438,054
Distribution and service fees, Class C 617,784
Financial agent fee 161,070
Transfer agent 486,288
Printing 65,870
Custodian 37,476
Trustees 33,494
Professional 29,459
Registration 24,177
Miscellaneous 17,993
-----------
Total expenses 3,990,744
Less expenses reimbursed by investment adviser (346,185)
Custodian fees paid indirectly (285)
-----------
Net expenses 3,644,274
-----------
NET INVESTMENT LOSS (1,576,853)
-----------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on investments 31,977,139
Net change in unrealized appreciation (depreciation) on
investments (12,159,429)
-----------
NET GAIN ON INVESTMENTS 19,817,710
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $18,240,857
===========

See Notes to Financial Statements 13

Phoenix Small Cap Value Fund

STATEMENT OF CHANGES IN NET ASSETS

Year Ended Year Ended
8/31/04 8/31/03
------------ ------------

FROM OPERATIONS
Net investment income (loss) $ (1,576,853) $ (549,923)
Net realized gain (loss) 31,977,139 (581,048)
Net change in unrealized appreciation (depreciation) (12,159,429) 24,331,903
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 18,240,857 23,200,932
------------ ------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (1,143,420 and 1,907,326 shares, respectively) 17,037,857 21,435,568
Net asset value of shares issued from Phoenix Appreciation Fund Merger
(4,064,701 and 0 shares, respectively) (See note 10) 62,404,841 --
Cost of shares repurchased (2,699,594 and 3,531,940 shares, respectively) (40,395,840) (37,879,871)
------------ ------------
Total 39,046,858 (16,444,303)
------------ ------------
CLASS B
Proceeds from sales of shares (175,854 and 360,619 shares, respectively) 2,462,509 3,733,780
Net asset value of shares issued from Phoenix Appreciation Fund Merger
(462,034 and 0 shares, respectively) (See note 10) 6,731,032 --
Cost of shares repurchased (750,989 and 900,192 shares, respectively) (10,596,886) (9,055,153)
------------ ------------
Total (1,403,345) (5,321,373)
------------ ------------
CLASS C
Proceeds from sales of shares (301,430 and 588,971 shares, respectively) 4,226,723 6,011,638
Net asset value of shares issued from Phoenix Appreciation Fund Merger
(1,970,027 and 0 shares, respectively) (See note 10) 28,697,143 --
Cost of shares repurchased (1,307,554 and 1,092,681 shares, respectively) (18,583,831) (10,996,219)
------------ ------------
Total 14,340,035 (4,984,581)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 51,983,548 (26,750,257)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS 70,224,405 (3,549,325)

NET ASSETS
Beginning of period 169,038,175 172,587,500
------------ ------------
END OF PERIOD [INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME
OF $0 AND $0, RESPECTIVELY] $239,262,580 $169,038,175
============ ============

14 See Notes to Financial Statements

Phoenix Small Cap Value Fund

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

CLASS A
---------------------------------------------------------------------------
YEAR ENDED AUGUST 31
---------------------------------------------------------------------------
2004 2003 2002 2001 2000

Net asset value, beginning of period $13.42 $11.30 $12.72 $17.90 $11.41
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) (0.06) --(5) (0.01) (0.05) (0.08)
Net realized and unrealized gain (loss) 1.72 2.12 (1.39) (2.34) 7.38
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.66 2.12 (1.40) (2.39) 7.30
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Distributions from net realized gains -- -- (0.02) (2.79) (0.81)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS -- -- (0.02) (2.79) (0.81)
------ ------ ------ ------ ------
Change in net asset value 1.66 2.12 (1.42) (5.18) 6.49
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $15.08 $13.42 $11.30 $12.72 $17.90
====== ====== ====== ====== ======
Total return(2) 12.37 % 18.76% (11.02)% (14.24)% 66.15 %

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $124,165 $76,783 $83,005 $88,174 $79,254

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 1.40 %(3) 1.40%(3) 1.40 %(3) 1.40 %(3) 1.40 %(3)
Gross operating expenses (4) 1.57 % 1.71% 1.64 % 1.58 % 1.67 %
Net investment income (loss) (0.38)% 0.04% (0.11)% (0.39)% (0.45)%
Portfolio turnover 150 % 241% 123 % 229 % 191 %

CLASS B
---------------------------------------------------------------------------
YEAR ENDED AUGUST 31
---------------------------------------------------------------------------
2004 2003 2002 2001 2000

Net asset value, beginning of period $12.79 $10.85 $12.31 $17.54 $11.27
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) (0.16) (0.08) (0.10) (0.16) (0.19)
Net realized and unrealized gain (loss) 1.64 2.02 (1.34) (2.28) 7.27
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.48 1.94 (1.44) (2.44) 7.08
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Distributions from net realized gains -- -- (0.02) (2.79) (0.81)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS -- -- (0.02) (2.79) (0.81)
------ ------ ------ ------ ------
Change in net asset value 1.48 1.94 (1.46) (5.23) 6.27
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $14.27 $12.79 $10.85 $12.31 $17.54
====== ====== ====== ====== ======
Total return(2) 11.57 % 17.88 % (11.72)% (14.89)% 64.97 %

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $43,801 $40,696 $40,382 $40,270 $26,625

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 2.15 %(3) 2.15 %(3) 2.15 %(3) 2.15 %(3) 2.15 %(3)
Gross operating expenses (4) 2.33 % 2.46 % 2.39 % 2.33 % 2.42 %
Net investment income (loss) (1.15)% (0.71)% (0.86)% (1.14)% (1.20)%
Portfolio turnover 150 % 241 % 123 % 229 % 191 %
<FN>
(1) Computed using average shares outstanding.
(2) Maximum sales charges are not reflected in total return calculation.
(3) The ratio of net operating expenses to average net assets includes
reimbursements or waivers and excludes the effect of expense offsets for
custodian fees; if expense offsets were included, the ratio would not
significantly differ.
(4) The ratio of gross operating expenses to average net assets is prior to the
reduction of any reimbursements, waivers, or expense offsets.
(5) Amount is less than $0.01.
</FN>

See Notes to Financial Statements 15

Phoenix Small Cap Value Fund

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

CLASS C
---------------------------------------------------------------------------
YEAR ENDED AUGUST 31
---------------------------------------------------------------------------
2004 2003 2002 2001 2000

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $71,296 $51,559 $49,201 $45,450 $28,046

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 2.15 %(3) 2.15 %(3) 2.15 %(3) 2.15 %(3) 2.15 %(3)
Gross operating expenses (4) 2.32 % 2.46 % 2.39 % 2.33 % 2.42 %
Net investment income (loss) (1.14)% (0.72)% (0.86)% (1.14)% (1.20)%
Portfolio turnover 150 % 241 % 123 % 229 % 191 %

<FN>
(1) Computed using average shares outstanding.
(2) Maximum sales charges are not reflected in total return calculation.
(3) The ratio of net operating expenses to average net assets includes
reimbursements or waivers and excludes the effect of expense offsets for
custodian fees; if expense offsets were included, the ratio would not
significantly differ.
(4) The ratio of gross operating expenses to average net assets is prior to the
reduction of any reimbursements, waivers, or expense offsets.
</FN>

16 See Notes to Financial Statements

PHOENIX-OAKHURST VALUE EQUITY FUND

A DISCUSSION WITH THE FUND'S PORTFOLIO MANAGEMENT TEAM LED BY DONG HAO ZHANG

Q: WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

A: The Phoenix-Oakhurst Value Equity Fund seeks long-term capital appreciation
with a secondary investment objective to seek current income. There is no
guarantee that the Fund will achieve its objective.

Q: HOW DID THE FUND PERFORM OVER THE 12 MONTHS ENDED AUGUST 31, 2004?

A: For the fiscal year ended August 31, 2004, the Fund's Class A shares returned
6.71%, Class B shares returned 5.95%, and Class C shares returned 5.94%. For the
same period, the S&P 500(R) Index 1 returned 11.45% and the Fund's
style-specific benchmark, the Russell 1000(R) Value Index, 1 returned 17.52%.
All performance figures assume reinvestment of distributions and exclude the
effect of sales charges. Past performance is no guarantee of future results and
current performance may be higher or lower than the performance shown above.

Q: LOOKING BACK OVER THE LAST 12 MONTHS, HOW WOULD YOU CHARACTERIZE THE MARKET
ENVIRONMENT FOR INVESTORS?

A: For the 12 months ending August 31, 2004, the market environment was
favorable due to significant earnings growth powered by a recovering economy and
the continuation of a low interest rate environment. During this period, the
market's main concerns were rising commodity prices and interest rates. In
particular, the price of oil rose above $40 per barrel and at times approached
$50 driven by strong demand in Asia and speculation among investors. As the
economy continued its recovery, the Federal Reserve began to raise short-term
interest rates to more normal levels. An interest rate increase generally has a
negative effect on market valuation. In the end, modest valuation and strong
earnings growth overcame these negative factors and produced excellent market
returns for the year.

Q: WHAT FACTORS CONTRIBUTED TO THE FUND'S PERFORMANCE DURING THE 12 MONTHS ENDED
AUGUST 31, 2004?

A: During the Fund's fiscal year, the Fund underperformed its benchmark, the
Russell 1000 Value Index, largely because the Fund was overweighted in
industries that didn't experience strong performance such as semiconductors and
health care, and the Fund was underweighted in industries that performed well
such as utilities and Real Estate Investment Trusts (REITs). In addition,
certain stocks in the portfolio performed especially poorly during the fiscal
year. In particular, technology holdings such as Vishay, AVX and National
Semiconductor were caught in the general downdraft of technology stocks. Also,
other stocks held, such as Omnicare and Marvel Enterprises, significantly
revised their business prospects downward.

Q: WHAT ARE YOU DOING TO ADDRESS THE FUND'S PERFORMANCE?

A: We have not changed our investment philosophy which has been successful over
the long term. We like to purchase stocks that are undervalued and, at the same
time, showing early signs of business momentum. We tend to sell stocks that are
fully valued or as business conditions change. We have modified our relative
weightings in several industries to reflect our current views, and we continue
to monitor the environment, performance and risk closely.

Phoenix-Oakhurst Value Equity Fund (continued)

Q: WHAT IS YOUR ECONOMIC AND MARKET OUTLOOK FOR THE NEXT SIX TO 12 MONTHS?

A: We feel the next 12 months will be characterized by an environment of
continued gradual interest rate increases and modest economic growth. Corporate
profits may experience slower growth. As long as inflation is under control, we
believe the market will enter into a stable, but low return period.

SEPTEMBER 2004

Phoenix-Oakhurst Value Equity Fund

Class A Shares at NAV 2 6.71% 2.43% 4.77% 11/5/97
Class A Shares at POP 3 0.58 1.22 3.87 11/5/97

Class B Shares at NAV 2 5.95 1.65 3.98 11/5/97
Class B Shares with CDSC 4 1.95 1.65 3.98 11/5/97

Class C Shares at NAV 2 5.94 1.67 3.99 11/5/97
Class C Shares with CDSC 4 5.94 1.67 3.99 11/5/97

S&P 500(R) Index 11.45 (2.05) 3.88 11/5/97

Russell 1000(R) Value Index 17.52 3.25 6.13 11/5/97

This Growth of $10,000 chart assumes an initial investment of $10,000 made on
11/5/97 (inception of the Fund) in Class A, Class B and Class C shares. The
total return for Class A shares reflects the maximum sales charge of 5.75% on
the initial investment. The total return for Class B shares reflects the CDSC
charges which decline from 5% to 0% over a five year period. The total return
for Class C shares reflects the CDSC charges which are 1% in the first year and
0% thereafter. Performance assumes dividends and capital gains are reinvested.

[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA
POINTS USED IN PRINTED GRAPHIC

Phoenix Phoenix Phoenix
Oakhurst Value Oakhurst Value Oakhurst Value Russell 1000(R)
Equity Fund Equity Fund Equity Fund Value S&P 500(R)
Class A 5 Class B 5 Class C 5 Index Index

11/4/97 9425 10000 10000 10000 10000
8/31/98 8456 8908 8914 9831 10286
8/31/99 11491 12031 12027 12788 14388
8/31/00 14261 14808 14813 13320 16746
8/31/01 13305 13709 13715 13171 12662
8/31/02 11312 11575 11581 11441 10383
8/31/03 12140 12320 12330 12771 11638
8/31/04 12955 13053 13063 15008 12971

- --------------------------------------------------------------------------------
SECTOR WEIGHTINGS 8/31/04
- --------------------------------------------------------------------------------

As a percentage of total investments

[GRAPHIC OMITTED]
EDGAR REPRESENTATION OF DATA
POINTS USED IN PRINTED GRAPHIC

Financials 28%
Industrials 18
Consumer Discretionary 12
Telecommunication Services 8
Energy 8
Health Care 7
Consumer Staples 6
Other 13

1 Total returns are historical and include changes in share price and the
reinvestment of both dividends and capital gains distributions.

2 "NAV" (Net Asset Value) total returns do not include the effect of any
sales charge.

3 "POP" (Public Offering Price) total returns include the effect of the
maximum front-end 5.75% sales charge.

4 CDSC (contingent deferred sales charge) is applied to redemptions of
certain classes of shares that do not have a sales charge applied at the
time of purchase. CDSC charges for B shares decline from 5% to 0% over a
five year period. CDSC charges for Class C shares are 1% in the first year
and 0% thereafter.

5 This chart includes application of initial sales charges on Class A shares
and applicable CDSC charges for Class B and Class C shares since inception.

For information regarding indexes, see the glossary on page 3.

ALL RETURNS REPRESENT PAST PERFORMANCE WHICH IS NO GUARANTEE OF FUTURE
RESULTS. CURRENT PERFORMANCE MAY BE HIGHER OR LOWER THAN THE PERFORMANCE
SHOWN. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL
FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR
LESS THAN THEIR ORIGINAL COST. PLEASE VISIT PHOENIXINVESTMENTS.COM FOR
PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END.

Phoenix-Oakhurst Value Equity Fund

ABOUT YOUR FUND'S EXPENSES
As a shareholder of the Value Equity Fund, you incur two types of costs: (1)
transaction costs, including sales charges on purchases of Class A shares and
contingent deferred sales charges on Class B and Class C shares; and (2) ongoing
costs, including investment advisory fees; distribution and service fees; and
other expenses. These examples are intended to help you understand your ongoing
costs (in dollars) of investing in the Fund and to compare these costs with the
ongoing costs of investing in other mutual funds. These examples are based on an
investment of $1,000 invested at the beginning of the period and held for the
entire period.

ACTUAL EXPENSES
The first line of the accompanying tables provides information about actual
account values and actual expenses. You may use the information in this line,
together with the amount you invested, to estimate the expenses that you paid
over the period. Simply divide your account value by $1,000 (for example, an
$8,600 account value divided by $1,000 = 8.6), then multiply the result by the
number in the first line under the heading entitled "Expenses Paid During
Period" to estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line of the accompanying tables provides information about
hypothetical account values and hypothetical expenses based on the Fund's actual
expense ratio and an assumed rate of return of 5% per year before expenses,
which is not your Fund's actual return. The hypothetical account values and
expenses may not be used to estimate the actual ending account balance or
expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in your Fund and other funds. To do so, compare these
5% hypothetical examples with the 5% hypothetical examples that appear in the
shareholder reports of the other funds.
Please note that the expenses shown in the accompanying tables are meant to
highlight your ongoing costs only and do not reflect any transactional costs,
such as sales charges or contingent deferred sales charges. Therefore, the
second line of the accompanying tables is useful in comparing ongoing costs
only, and will not help you determine the relative total costs of owning
different funds. In addition, if these transactional costs were included, your
costs would have been higher.

Beginning Ending Expenses Paid
Value Equity Fund Account Value Account Value During
Class A March 1, 2004 August 31, 2004 Period*
- ----------------------- ---------------- ----------------- ---------------
Actual $1,000.00 $ 958.60 $6.15
Hypothetical (5% return
before expenses) 1,000.00 1,018.77 6.36

* EXPENSES ARE EQUAL TO THE FUND'S CLASS A ANNUALIZED EXPENSE RATIO OF 1.25%,
WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, MULTIPLIED BY THE
AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS IN
THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 366 TO REFLECT THE
ONE-HALF YEAR PERIOD.

ACTUAL RETURN AS CALCULATED IN THE ABOVE TABLE IS BASED ON THE FUND'S CLASS
A RETURN FOR THE PAST SIX MONTHS. WHILE REQUIRED TO BE PRESENTED IN THIS
FORMAT, IT IS NOT THE CLASS' ACTUAL CLASS RETURN FOR THE YEAR ENDED AUGUST
31, 2004. THE CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR ENDED WAS
6.71%. UTILIZING THIS RETURN IN THE ABOVE CALCULATION YIELDS AN ENDING
ACCOUNT VALUE AT AUGUST 31, 2004 OF $1,067.10.

Beginning Ending Expenses Paid
Value Equity Fund Account Value Account Value During
Class B March 1, 2004 August 31, 2004 Period*
- ----------------------- ---------------- ----------------- ---------------
Actual $1,000.00 $ 954.80 $ 9.83
Hypothetical (5% return
before expenses) 1,000.00 1,014.96 10.18

* EXPENSES ARE EQUAL TO THE FUND'S CLASS B ANNUALIZED EXPENSE RATIO OF 2.00%,
WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, MULTIPLIED BY THE AVERAGE
ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS IN THE MOST
RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 366 TO REFLECT THE ONE-HALF YEAR
PERIOD.

ACTUAL RETURN AS CALCULATED IN THE ABOVE TABLE IS BASED ON THE FUND'S CLASS B
RETURN FOR THE PAST SIX MONTHS. WHILE REQUIRED TO BE PRESENTED IN THIS FORMAT,
IT IS NOT THE CLASS' ACTUAL CLASS RETURN FOR THE YEAR ENDED AUGUST 31, 2004.
THE CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR ENDED WAS 5.95%. UTILIZING
THIS RETURN IN THE ABOVE CALCULATION YIELDS AN ENDING ACCOUNT VALUE AT AUGUST
31, 2004 OF $1,059.50.

Beginning Ending Expenses Paid
Value Equity Fund Account Value Account Value During
Class C March 1, 2004 August 31, 2004 Period*
- ----------------------- ---------------- ----------------- ---------------
Actual $1,000.00 $ 954.80 $ 9.83
Hypothetical (5% return
before expenses) 1,000.00 1,014.96 10.18

* EXPENSES ARE EQUAL TO THE FUND'S CLASS C ANNUALIZED EXPENSE RATIO OF 2.00%,
WHICH INCLUDES WAIVED FEES AND REIMBURSED EXPENSES, MULTIPLIED BY THE
AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY THE NUMBER OF DAYS IN
THE MOST RECENT FISCAL HALF-YEAR, THEN DIVIDED BY 366 TO REFLECT THE
ONE-HALF YEAR PERIOD.

ACTUAL RETURN AS CALCULATED IN THE ABOVE TABLE IS BASED ON THE FUND'S CLASS
C RETURN FOR THE PAST SIX MONTHS. WHILE REQUIRED TO BE PRESENTED IN THIS
FORMAT, IT IS NOT THE CLASS' ACTUAL CLASS RETURN FOR THE YEAR ENDED AUGUST
31, 2004. THE CLASS' ACTUAL RETURN AT NAV FOR THE FISCAL YEAR ENDED WAS
5.94%. UTILIZING THIS RETURN IN THE ABOVE CALCULATION YIELDS AN ENDING
ACCOUNT VALUE AT AUGUST 31, 2004 OF $1,059.50.

Phoenix-Oakhurst Value Equity Fund

- --------------------------------------------------------------------------------
TEN LARGEST HOLDINGS AT AUGUST 31, 2004 (AS A PERCENTAGE OF NET ASSETS)
- --------------------------------------------------------------------------------
1. Bank of America Corp. 5.6% 6. J.P. Morgan Chase & Co. 3.7%
2. Exxon Mobil Corp. 4.4% 7. Wells Fargo & Co. 3.5%
3. General Electric Co. 4.0% 8. SBC Communications, Inc. 2.9%
4. Time Warner, Inc. 3.7% 9. Mellon Financial Corp. 2.5%
5. Verizon Communications, Inc. 3.7% 10. Merrill Lynch & Co., Inc. 2.4%
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS AT AUGUST 31, 2004

SHARES VALUE
-------- ------------
DOMESTIC COMMON STOCKS--95.3%
ADVERTISING--1.1%
Harte-Hanks, Inc. .................................. 27,200 $ 674,832

AEROSPACE & DEFENSE--1.7%
United Technologies Corp. .......................... 10,800 1,014,228

AIR FREIGHT & COURIERS--2.8%
FedEx Corp. ........................................ 6,500 532,935
Ryder System, Inc. ................................. 25,400 1,112,774
------------
1,645,709
------------

APPLICATION SOFTWARE--0.4%
Intuit, Inc.(b) .................................... 4,900 207,221

ASSET MANAGEMENT & CUSTODY BANKS--3.8%
Bank of New York Co., Inc. (The) ................... 25,600 762,880
Mellon Financial Corp. ............................. 51,800 1,494,948
------------
2,257,828
------------

CASINOS & GAMING--1.2%
Caesars Entertainment, Inc.(b) ..................... 47,900 740,055

COMPUTER STORAGE & PERIPHERALS--0.6%
EMC Corp.(b) ....................................... 33,800 364,026

CONSTRUCTION & ENGINEERING--1.0%
Jacobs Engineering Group, Inc.(b) .................. 14,500 567,095

CONSTRUCTION, FARM MACHINERY & HEAVY TRUCKS--1.5%
Deere & Co. ........................................ 14,500 917,415

DATA PROCESSING & OUTSOURCED SERVICES--2.6%
Fiserv, Inc.(b) .................................... 40,000 1,391,200
Hewitt Associates, Inc. Class A(b) ................. 6,600 174,306
------------
1,565,506
------------

SHARES VALUE
-------- ------------
DIVERSIFIED BANKS--10.6%
Bank of America Corp. .............................. 74,016 $ 3,329,240
U.S. Bancorp ....................................... 28,300 834,850
Wells Fargo & Co. .................................. 35,800 2,103,250
------------
6,267,340
------------

DIVERSIFIED CHEMICALS--1.2%
Du Pont (E.I.) de Nemours & Co. .................... 17,000 718,420

DIVERSIFIED COMMERCIAL SERVICES--1.2%
ARAMARK Corp. Class B .............................. 28,300 716,273

DRUG RETAIL--1.7%
CVS Corp. .......................................... 24,500 980,000

ELECTRIC UTILITIES--1.3%
Entergy Corp. ...................................... 12,800 771,840

EMPLOYMENT SERVICES--1.5%
Manpower, Inc. ..................................... 12,700 536,321
Robert Half International, Inc. .................... 15,500 379,750
------------
916,071
------------

FOOTWEAR--0.7%
NIKE, Inc. Class B ................................. 5,800 436,798

HEALTH CARE DISTRIBUTORS--1.2%
McKesson Corp. ..................................... 23,900 739,705

HEALTH CARE EQUIPMENT--3.2%
DENTSPLY International, Inc. ....................... 13,900 708,205
Fisher Scientific International, Inc.(b) ........... 20,400 1,162,188
------------
1,870,393
------------

HEALTH CARE FACILITIES--1.5%
Manor Care, Inc. ................................... 29,200 895,564

HOTELS, RESORTS & CRUISE LINES--2.2%
Marriott International, Inc. Class A ............... 27,400 1,300,130

See Notes to Financial Statements 21

Phoenix-Oakhurst Value Equity Fund

SHARES VALUE
-------- ------------
HOUSEHOLD PRODUCTS--2.6%
Clorox Co. (The) ................................... 12,800 $ 676,352
Procter & Gamble Co. (The) ......................... 15,300 856,341
------------
1,532,693
------------

INDUSTRIAL CONGLOMERATES--4.0%
General Electric Co. ............................... 71,700 2,351,043

INDUSTRIAL GASES--0.4%
Airgas, Inc. ....................................... 10,400 231,400

INSURANCE BROKERS--0.5%
Willis Group Holdings Ltd. ......................... 8,800 307,736

INTEGRATED OIL & GAS--5.5%
ChevronTexaco Corp. ................................ 6,500 633,750
Exxon Mobil Corp. .................................. 56,500 2,604,650
------------
3,238,400
------------

INTEGRATED TELECOMMUNICATION SERVICES--7.6%
CenturyTel, Inc. ................................... 18,900 608,391
SBC Communications, Inc. ........................... 67,500 1,740,825
Verizon Communications, Inc. ....................... 55,600 2,182,300
------------
4,531,516
------------

INVESTMENT BANKING & BROKERAGE--5.1%
Goldman Sachs Group, Inc. (The) .................... 5,300 475,145
Merrill Lynch & Co., Inc. .......................... 27,900 1,424,853
Morgan Stanley ..................................... 21,900 1,110,987
------------
3,010,985
------------

LEISURE PRODUCTS--1.6%
Brunswick Corp. .................................... 16,100 632,891
Marvel Enterprises, Inc.(b) ........................ 23,300 341,811
------------
974,702
------------

LIFE & HEALTH INSURANCE--1.3%
Prudential Financial, Inc. ......................... 16,300 752,734

MOVIES & ENTERTAINMENT--4.7%
Time Warner, Inc.(b) ............................... 135,600 2,217,060
Walt Disney Co. (The) .............................. 26,600 597,170
------------
2,814,230
------------

MULTI-UTILITIES & UNREGULATED POWER--1.6%
Constellation Energy Group, Inc. ................... 15,600 641,160
MDU Resources Group, Inc. .......................... 12,100 306,977
------------
948,137
------------

SHARES VALUE
-------- ------------
OIL & GAS DRILLING--0.6%
Patterson-UTI Energy, Inc. ......................... 21,600 $ 374,112

OIL & GAS EQUIPMENT & SERVICES--0.5%
Baker Hughes, Inc. ................................. 7,500 294,975

OIL & GAS EXPLORATION & PRODUCTION--1.0%
Anadarko Petroleum Corp. ........................... 10,000 592,200

OTHER DIVERSIFIED FINANCIAL SERVICES--4.7%
Citigroup, Inc. .................................... 13,300 619,514
J.P. Morgan Chase & Co. ............................ 54,808 2,169,301
------------
2,788,815
------------

PACKAGED FOODS & MEATS--2.1%
Heinz (H.J.) Co. ................................... 16,200 614,142
Kellogg Co. ........................................ 15,200 638,096
------------
1,252,238
------------

PHARMACEUTICALS--1.0%
Wyeth .............................................. 16,400 599,748

PROPERTY & CASUALTY INSURANCE--0.9%
St. Paul Travelers Cos., Inc. (The) ................ 14,692 509,665

RAILROADS--2.9%
Norfolk Southern Corp. ............................. 44,400 1,260,960
Union Pacific Corp. ................................ 7,600 434,036
------------
1,694,996
------------

RESTAURANTS--0.8%
Yum! Brands, Inc. .................................. 12,500 496,375

SYSTEMS SOFTWARE--1.6%
Microsoft Corp. .................................... 35,100 958,230

TRUCKING--1.3%
Yellow Roadway Corp.(b) ............................ 18,400 755,136

- ----------------------------------------------------------------------------
TOTAL DOMESTIC COMMON STOCKS
(IDENTIFIED COST $51,673,523) 56,576,515
- ----------------------------------------------------------------------------

22 See Notes to Financial Statements

Phoenix-Oakhurst Value Equity Fund

SHARES VALUE
-------- ------------

FOREIGN COMMON STOCKS(c)--0.9%

PROPERTY & CASUALTY INSURANCE--0.9%
ACE Ltd. (Bermuda) ................................. 14,600 $ 562,830
- ----------------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $491,562) 562,830
- ----------------------------------------------------------------------------

EXCHANGE TRADED FUNDS--1.2%

iShares Russell 1000 Value Index Fund .............. 11,800 708,354
- ----------------------------------------------------------------------------
TOTAL EXCHANGE TRADED FUNDS
(IDENTIFIED COST $644,917) 708,354
- ----------------------------------------------------------------------------
TOTAL LONG TERM INVESTMENTS--97.4%
(IDENTIFIED COST $52,810,002) 57,847,699
- ----------------------------------------------------------------------------

STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000) VALUE
----------- ------ -----------
SHORT-TERM OBLIGATIONS--3.0%

COMMERCIAL PAPER--3.0%
UBS Finance Delaware LLC 1.57%, 9/1/04 .. A-1+ $1,785 $ 1,785,000
- ----------------------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $1,785,000) 1,785,000
- ----------------------------------------------------------------------------
TOTAL INVESTMENTS--100.4%
(IDENTIFIED COST $54,595,002) 59,632,699(a)

Other assets and liabilities, net--(0.4)% (260,040)
-----------
NET ASSETS--100.0% $59,372,659
===========

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $5,941,345 and gross
depreciation of $1,200,834 for federal income tax purposes. At August 31,
2004, the aggregate cost of securities for federal income tax purposes was
$54,892,188.

(b) Non-income producing.

See Notes to Financial Statements 23

Phoenix-Oakhurst Value Equity Fund

STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2004

ASSETS
Investment securities at value
(Identified cost $54,595,002) $ 59,632,699
Cash 417
Receivables
Investment securities sold 223,357
Dividends and interest 73,943
Fund shares sold 17,661
Prepaid expenses 11,183
------------
Total assets 59,959,260
------------
LIABILITIES
Payables
Fund shares repurchased 291,471
Investment securities purchased 131,915
Investment advisory fee 48,269
Professional fees 34,925
Transfer agent fee 30,901
Distribution and service fees 29,278
Financial agent fee 6,020
Trustees' fee 1,131
Accrued expenses 12,691
------------
Total liabilities 586,601
------------
NET ASSETS $ 59,372,659
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest $ 73,275,886
Accumulated net realized loss (18,940,924)
Net unrealized appreciation 5,037,697
------------
NET ASSETS $ 59,372,659
============
CLASS A
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $32,858,998) 2,726,082
Net asset value per share $12.05
Offering price per share $12.05/(1-5.75%) $12.79

CLASS B
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $13,247,233) 1,139,574
Net asset value and offering price per share $11.62

CLASS C
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $13,266,428) 1,140,488
Net asset value and offering price per share $11.63

STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 2004

INVESTMENT INCOME
Dividends $ 1,018,462
Interest 15,437
Foreign taxes withheld (1,204)
-----------
Total investment income 1,032,695
-----------
EXPENSES
Investment advisory fee 483,009
Service fees, Class A 90,023
Distribution and service fees, Class B 148,053
Distribution and service fees, Class C 135,868
Financial agent fee 73,050
Transfer agent 163,789
Professional 35,074
Trustees 33,528
Printing 26,563
Custodian 18,531
Registration 17,253
Miscellaneous 13,467
-----------
Total expenses 1,238,208
Less expenses reimbursed by investment adviser (220,252)
-----------
Net expenses 1,017,956
-----------
NET INVESTMENT INCOME 14,739
-----------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on securities 6,012,009
Net change in unrealized appreciation (depreciation) on
investments (1,758,372)
-----------
NET GAIN ON INVESTMENTS 4,253,637
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 4,268,376
===========

24 See Notes to Financial Statements

Phoenix-Oakhurst Value Equity Fund

STATEMENT OF CHANGES IN NET ASSETS

Year Ended Year Ended
8/31/04 8/31/03
------------ ------------

FROM OPERATIONS
Net investment income (loss) $ 14,739 $ 496,711
Net realized gain (loss) 6,012,009 (6,218,723)
Net change in unrealized appreciation (depreciation) (1,758,372) 7,942,711
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 4,268,376 2,220,699
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A (123,233) (283,597)
Net investment income, Class B (30,551) (39,301)
Net investment income, Class C (28,415) (42,475)
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (182,199) (365,373)
------------ ------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (614,291 and 891,000 shares, respectively) 7,356,934 8,885,100
Net asset value of shares issued from reinvestment of distributions
(10,049 and 24,886 shares, respectively) 118,886 267,903
Cost of shares repurchased (1,192,023 and 1,758,338 shares, respectively) (14,324,559) (17,230,551)
------------ ------------
Total (6,848,739) (8,077,548)
------------ ------------
CLASS B
Proceeds from sales of shares (145,182 and 189,176 shares, respectively) 1,682,300 1,850,017
Net asset value of shares issued from reinvestment of distributions
(2,377 and 2,789 shares, respectively) 27,241 29,746
Cost of shares repurchased (496,749 and 1,494,049 shares, respectively) (5,708,222) (14,264,891)
------------ ------------
Total (3,998,681) (12,385,128)
------------ ------------
CLASS C
Proceeds from sales of shares (248,897 and 170,326 shares, respectively) 2,920,735 1,652,857
Net asset value of shares issued from reinvestment of distributions
(2,239 and 3,218 shares, respectively) 25,685 34,338
Cost of shares repurchased (511,506 and 629,913 shares, respectively) (5,893,378) (6,096,181)
------------ ------------
Total (2,946,958) (4,408,986)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS (13,794,378) (24,871,662)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS (9,708,201) (23,016,336)

NET ASSETS
Beginning of period 69,080,860 92,097,196
------------ ------------
END OF PERIOD [INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME
OF $0 AND $181,756, RESPECTIVELY] $ 59,372,659 $ 69,080,860
============ ============

See Notes to Financial Statements 25

Phoenix-Oakhurst Value Equity Fund

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

Net asset value, beginning of period $11.33 $10.64 $12.76 $15.03 $12.11
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) 0.04 0.11 0.08 0.08 0.03
Net realized and unrealized gain (loss) 0.72 0.66 (1.97) (0.93) 2.89
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.76 0.77 (1.89) (0.85) 2.92
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.04) (0.08) (0.08) -- --
Distributions from net realized gains -- -- (0.15) (1.42) --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (0.04) (0.08) (0.23) (1.42) --
------ ------ ------ ------ ------
Change in net asset value 0.72 0.69 (2.12) (2.27) 2.92
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $12.05 $11.33 $10.64 $12.76 $15.03
====== ====== ====== ====== ======

Total return(2) 6.71% 7.31% (14.97)% (6.71)% 24.11%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $32,859 $37,310 $43,993 $58,260 $37,977

RATIO TO AVERAGE NET ASSETS OF:
Net operating expense 1.25% 1.25%(3) 1.25 %(3) 1.25 %(3) 1.25%(3)
Gross operating expenses (4) 1.59% 1.63% 1.49 % 1.38 % 1.47%
Net investment income 0.35% 1.06% 0.64 % 0.53 % 0.20%
Portfolio turnover 200% 349% 166 % 249 % 193%

Net asset value, beginning of period $10.99 $10.35 $12.42 $14.77 $12.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) (0.05) 0.04 (0.01) (0.03) (0.08)
Net realized and unrealized gain (loss) 0.70 0.63 (1.91) (0.90) 2.85
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.65 0.67 (1.92) (0.93) 2.77
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.02) (0.03) -- -- --
Distributions from net realized gains -- -- (0.15) (1.42) --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (0.02) (0.03) (0.15) (1.42) --
------ ------ ------ ------ ------
Change in net asset value 0.63 0.64 (2.07) (2.35) 2.77
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $11.62 $10.99 $10.35 $12.42 $14.77
====== ====== ====== ====== ======

Total return(2) 5.95 % 6.44% (15.57)% (7.42)% 23.08 %

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $13,247 $16,363 $28,873 $36,669 $26,471

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 2.00 % 2.00%(3) 2.00 %(3) 2.00 %(3) 2.00 %(3)
Gross operating expenses (4) 2.34 % 2.38% 2.24 % 2.13 % 2.22 %
Net investment income (loss) (0.40)% 0.37% (0.11)% (0.22)% (0.57)%
Portfolio turnover 200 % 349% 166 % 249 % 193 %

26 See Notes to Financial Statements

Phoenix-Oakhurst Value Equity Fund

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

Net asset value, beginning of period $11.00 $10.35 $12.43 $14.78 $12.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) (0.05) 0.03 (0.01) (0.03) (0.07)
Net realized and unrealized gain (loss) 0.70 0.65 (1.92) (0.90) 2.85
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 0.65 0.68 (1.93) (0.93) 2.78
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.02) (0.03) -- -- --
Distributions from net realized gains -- -- (0.15) (1.42) --
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (0.02) (0.03) (0.15) (1.42) --
------ ------ ------ ------ ------
Change in net asset value 0.63 0.65 (2.08) (2.35) 2.78
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $11.63 $11.00 $10.35 $12.43 $14.78
====== ====== ====== ====== ======
Total return(2) 5.94 % 6.47% (15.56)% (7.41)% 23.17 %

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $13,266 $15,408 $19,231 $23,409 $12,590

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 2.00 % 2.00%(3) 2.00 %(3) 2.00 %(3) 2.00 %(3)
Gross operating expenses (4) 2.34 % 2.38% 2.24 % 2.13 % 2.22 %
Net investment income (loss) (0.40)% 0.31% (0.11)% (0.22)% (0.52)%
Portfolio turnover 200 % 349% 166 % 249 % 193 %

See Notes to Financial Statements 27

PHOENIX INVESTMENT TRUST 97
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2004

1. ORGANIZATION
Phoenix Investment Trust 97 (the "Trust") is organized as a Delaware business
trust and is registered under the Investment Company Act of 1940, as amended, as
an open-end management investment company.
Currently, two funds are offered for sale (each a "Fund"), Phoenix Small Cap
Value Fund is diversified and seeks long-term capital appreciation.
Phoenix-Oakhurst Value Equity Fund is diversified and its primary investment
objective is to seek long-term capital appreciation and its secondary objective
is to seek current income.
Each Fund offers Class A, Class B and Class C shares. Class A shares are sold
with a front-end sales charge of up to 5.75%. 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. Class C shares are sold with a 1% contingent
deferred sales charge if redeemed within one year of purchase.
Each class of shares has identical voting, dividend, liquidation and other
rights and the same terms and conditions, except that each class bears different
distribution and/or service expenses and has exclusive voting rights with
respect to its distribution plan. Income and expenses and realized and
unrealized gains and losses of each Fund are borne pro rata by the holders of
each class of shares.

2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, disclosure of contingent assets and liabilities, revenues and
expenses. Actual results could differ from those estimates.

A. SECURITY VALUATION:
Equity securities are valued at the official closing price (typically last
sale) on the exchange on which the securities are primarily traded, or if no
closing price is available, at the last bid price.
Debt securities are valued on the basis of broker quotations or valuations
provided by a pricing service, which utilizes information with respect to recent
sales, market transactions in comparable securities, quotations from dealers,
and various relationships between securities in determining value.
As required some securities and assets are valued at fair value as determined
in good faith by or under the direction of the Trustees.
Certain foreign common stocks may be fair valued in cases where closing
prices are not readily available or are deemed not reflective of readily
available market prices. For example, significant events (such as movement in
the U.S. securities market, or other regional and local developments) may occur
between the time that foreign markets close (where the security is principally
traded) and the time that the Fund calculates its net asset value (generally,
the close of the NYSE) that may impact the value of securities traded in these
foreign markets. In these cases, information from an external vendor may be
utilized to adjust closing market prices of certain foreign common stocks to
reflect their fair value. Because the frequency of significant events is not
predictable, fair valuation of certain foreign common stocks may occur on a
frequent basis.
Short-term investments having a remaining maturity of 60 days or less are
valued at amortized cost, which approximates market.

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. Each Fund amortizes premiums and accretes discounts using the effective
interest method. Realized gains and losses are determined on the identified cost
basis.

C. INCOME TAXES:
Each Fund is treated as a separate taxable entity. It is the policy of each
Fund in the Trust to comply with the requirements of Subchapter M of the
Internal Revenue Code (the "Code") and to distribute substantially all of its
taxable income to its shareholders. In addition, each 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.
The Funds may be subject to foreign taxes on income, gains on investments or
currency repatriation, a portion of which may be recoverable. The Funds will
accrue such taxes and recoveries as applicable based upon current
interpretations of the tax rules and regulations that exist in the markets in
which they invest.

D. DISTRIBUTIONS TO SHAREHOLDERS:
Distributions are recorded by each Fund on the ex-dividend date. Income and
capital gain distributions are determined in accordance with income tax
regulations which may differ from accounting principles generally accepted in
the United States of America. These differences may include the treatment of
non-taxable dividends, market premium and discount, non-deductible expenses,
expiring capital loss carryovers, foreign currency gain or loss, gain or loss on
futures contracts, partnerships, operating losses and losses deferred due to
wash sales. Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to capital paid in on shares of
beneficial interest.

PHOENIX INVESTMENT TRUST 97
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2004 (CONTINUED)

E. FOREIGN CURRENCY TRANSLATION:
Foreign securities and 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
trade date. The gain or loss resulting from a change in currency exchange rates
between the trade and settlement date 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 Funds do 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.

F. EXPENSES:
Expenses incurred with respect to more than one Fund are allocated in
proportion to the net assets of each Fund, except where allocation of direct
expense to each Fund or an alternative allocation method can be more fairly
made.

G. FOREIGN SECURITY COUNTRY DETERMINATION:
A combination of the following criteria is used to assign the countries of
risk listed in the schedules of investments: country of incorporation, actual
building address, primary exchange on which security is traded and country in
which the greatest percentage of company revenue is generated.

3. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS
As compensation for its services to the Trust, Phoenix Investment Counsel,
Inc. (the "Adviser"), an indirect wholly-owned subsidiary of The Phoenix
Companies, Inc. ("PNX"), is entitled to a fee based upon the following annual
rates as a percentage of the average daily net assets of each Fund:

1st $1-2 $2 +
Fund $1 Billion Billion Billion
- ------ ---------- --------- ---------
Small Cap Value Fund .................... 0.90% 0.85% 0.80%
Value Equity Fund ....................... 0.75% 0.70% 0.65%

The Adviser has voluntarily agreed to assume total operating expenses of each
Fund, excluding interest, taxes, brokerage fees, commissions and extraordinary
expenses, until December 31, 2004, to the extent that such expenses exceed the
following percentages of the average annual net asset values for each Fund:

Class A Class B Class C
Shares Shares Shares
--------- --------- ---------
Small Cap Value Fund .................... 1.40% 2.15% 2.15%
Value Equity Fund ....................... 1.25% 2.00% 2.00%

The Adviser will not seek to recapture any prior years' reimbursed or waived
investment advisory fees.
Effective January 27, 2004, Phoenix/Zweig Advisers LLC ("PZA") is the
subadviser to the Small Cap Value Fund. For its services, PZA is paid a fee by
the Adviser equal to 0.10% of the average daily net assets of this Fund up to
$166 million and 0.40% in excess of $166 million. PZA is a wholly-owned
subsidiary of PNX.
As Distributor of the Trust's shares, Phoenix Equity Planning Corporation
("PEPCO"), an indirect wholly-owned subsidiary of PNX, has advised the Trust
that it retained net selling commissions and deferred sales charges for the
period ended August 31, 2004 as follows:

Class A Class B Class C
Net Selling Deferred Deferred
Commissions Sales Charges Sales Charges
----------- ------------- -------------
Small Cap Value Fund ................ $9,090 $111,438 $4,882
Value Equity Fund ................... 6,168 69,410 1,017

In addition to these amounts, for the period September 1, 2003 to May 31,
2004, the following was paid to W.S. Griffith Securities, Inc., an indirect
subsidiary of PNX, for Class A net selling commissions:

Small Cap Value Fund ................ $5,190
Value Equity Fund ................... 4,567

W.S. Griffith Securities, Inc. no longer writes any business for the Funds.
In addition, each fund pays PEPCO distribution and/or service fees at an
annual rate of 0.25% for Class A shares, 1.00% for Class B shares and 1.00% for
Class C shares applied to the average daily net assets of each respective Class.
PEPCO has advised the Trust of the following information for the period ended
August 31, 2004:

Distribution Distribution
Distribution and/or and/or
and/or Service Fees Service Fees
Service Fees Paid to Paid to
Retained by Unaffiliated W.S. Griffith
Distributor Participants Securities, Inc.(1)
--------------- ---------------- ----------------------
Small Cap Value Fund .... $524,112 $767,478 $9,645
Value Equity Fund ....... 166,117 197,870 9,957

(1) For the period ended May 31, 2004.

Under certain circumstances, shares of certain Phoenix Funds may be exchanged
for shares of the same class of certain other Phoenix Funds on the basis of the
relative net asset values per share at the time of the exchange. On exchanges
with share classes that carry a contingent deferred sales charge, the CDSC
schedule of the original shares purchased continues to apply.

As Financial Agent of the Trust, PEPCO receives a financial agent fee equal
to the sum of (1) the documented cost to PEPCO to provide tax services and
oversight of the performance of PFPC Inc. (subagent

PHOENIX INVESTMENT TRUST 97
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2004 (CONTINUED)

to PEPCO), plus (2) the documented cost of fund accounting and related services
provided by PFPC Inc. The fee schedule of PFPC Inc. ranges from 0.065% to 0.03%
of the average daily net asset values of each Fund. Certain minimum fees may
apply. For the period ended August 31, 2004, the Trust incurred PEPCO financial
agent fees totaling $234,120.
PEPCO serves as the Trust's Transfer Agent with State Street Bank and Trust
Company serving as sub-transfer agent. For the period ended August 31, 2004,
transfer agent fees were $650,077 as reported in the Statement of Operations, of
which PEPCO retained the following:

Transfer Agent
Fee Retained
----------------
Small Cap Value Fund .......................................... $211,203
Value Equity Fund ............................................. 46,667

For the period ended August 31, 2004, the following Funds paid PXPSecurities
Corp., an indirect, wholly-owned subsidiary of PNX, brokerage commissions in
connection with portfolio transactions effected on behalf of the Funds as
follows:

Commissions Paid to
PXP Securities Corp.
---------------------
Small Cap Value Fund ................................... $21,032
Value Equity Fund ...................................... 27,794

4. PURCHASES AND SALES OF SECURITIES
Purchases and sales of securities during the period ended August 31, 2004
(excluding U.S. Government and agency securities and short-term securities) were
as follows:

Purchases Sales
------------ ------------
Small Cap Value Fund ............................. $294,478,488 $333,348,438
Value Equity Fund ................................ 125,673,638 139,951,326

There were no purchases or sales of long-term U.S. Government and agency
securities during the period ended August 31, 2004.

5. CREDIT RISK AND ASSET CONCENTRATIONS
In countries with limited or developing markets, investments may present
greater risks than in more developed markets and the prices of such investments
may be volatile. The consequences of political, social or economic changes in
these markets may have disruptive effects on the market prices of these
investments and the income they generate, as well as a fund's ability to
repatriate such amounts.
Certain funds may invest a high percentage of their assets in specific
sectors of the market in their pursuit of a greater investment return.
Fluctuations in these sectors of concentration may have a greater impact on a
fund, positive or negative, than if a fund did not concentrate its investments
in such sectors.
High yield/high risk debt securities typically entail greater price
volatility and/or principal and interest rate risk. There is a greater chance
that an issuer will not be able to make principal and interest payments on time.
Analysis of the creditworthiness of issuers of high yield securities may be
complex, and as a result, it may be more difficult for the Adviser to accurately
predict risk.

6. ILLIQUID SECURITIES
Investments shall be considered illiquid if they cannot be disposed of in
seven days in the ordinary course of business at the approximate amount at which
such securities have been valued by the Fund. Additionally, the following
information is also considered in determining illiquidity: the frequency of
trades and quotes for the investment, whether the investment is listed for
trading on a recognized domestic exchange and/or whether two or more brokers are
willing to purchase or sell the security at a comparable price, the extent of
market making activity in the investment and the nature of the market for
investment. Illiquid securities are footnoted as such at the end of the Fund's
Schedule of Investments where applicable.

7. FEDERAL INCOME TAX INFORMATION
The Funds have capital loss carryovers which may be used to offset future
capital gains, as follows:
Expiration Year
-----------------------
2010 2011 Total
---------- ----------- -----------
Small Cap Value Fund .................. $ -- $ 3,061,298 $ 3,061,298
Value Equity Fund ..................... 1,868,023 16,397,090 18,265,113

A Fund may not realize the benefit of these losses to the extent it does not
realize gains on investments prior to the expiration of the capital loss
carryovers.
For the period ended August 31, 2004, the Small Cap Value Fund and the Value
Equity Fund utilized losses deferred in prior years against current year capital
gains of $30,026,402 and $4,728,989, respectively.
Under the current tax law, foreign currency and capital losses realized after
October 31 may be deferred and treated as occurring on the first day of the
following fiscal year. For the period ended August 31, 2004, the Trust deferred
and recognized post-October capital losses as follows:

Deferred Recognized
------------ --------------
Small Cap Value Fund $ -- $ --
Value Equity Fund 378,625 12,419

The components of distributable earnings on a tax basis (excluding unrealized
appreciation (depreciation) which is disclosed in the Schedules of Investments)
consist of undistributed ordinary income of $0 for the Small Cap Value Fund and
$0 for the Value Equity Fund, and

PHOENIX INVESTMENT TRUST 97
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2004 (CONTINUED)

undistributed long-term capital gains of $0 for the Small Cap Value Fund and $0
for the Value Equity Fund.
The differences between the book and tax basis components of distributable
earnings relate principally to the timing of recognition of income and gains for
federal income tax purposes. Short-term gain distributions reported in the
Statement of Changes in Net Assets, if any, are reported as ordinary income for
federal tax purposes.

8. RECLASSIFICATION OF CAPITAL ACCOUNTS
For financial reporting purposes, book basis capital accounts are adjusted to
reflect the tax character of permanent book/tax differences. Permanent
reclassifications can arise primarily from differing treatments of certain
income and gain transactions, nondeductible current year operating losses,
expiring capital loss carryovers, and investments in passive foreign investment
companies. The reclassifications have no impact on the net assets or net asset
value of the Funds.
For the period ended August 31, 2004 the Funds recorded reclassifications to
increase (decrease) the accounts listed below:

Capital Paid
in on
Shares of Accumulated Undistributed
Beneficial Net Realized Net Investment
Interest Gain (Loss) Income (Loss)
------------- -------------- ----------------
Small Cap Value Fund ............ $(1,475,984) $(100,869) $1,576,853
Value Equity Fund ............... (9,215) 23,511 (14,296)

9. OTHER
Effective October 31, 2003, the Small Cap Value Fund changed its name from
Phoenix-Hollister Small Cap Value Fund to Phoenix Small Cap Value Fund, and the
Value Equity Fund changed its name from Phoenix-Hollister Value Equity Fund to
Phoenix-Oakhurst Value Equity Fund. Also on this date, portfolio management for
the Small Cap Value Fund was assigned to Carlton Neel and David Dickerson, and
portfolio management for the Value Equity Fund was assigned to Steven L. Colton
and Dong H. Zhang. Prior to this date, both Funds were managed by Christian C.
Bertelsen and John LaForge, II.

10. MERGER
On April 16, 2004, the Phoenix Small Cap Value Fund ("Small Cap") acquired
all of the net assets of the Phoenix Appreciation Fund ("Appreciation") pursuant
to an Agreement and Plan of Reorganization approved by the Appreciation
shareholders on March 19, 2004.
The acquisition was accomplished by a tax-free exchange of 4,064,701 Class
A shares of Small Cap, 462,034 Class B shares of Small Cap and 1,970,027 Class C
shares of Small Cap (valued at $62,404,841, $6,731,032, and $28,697,143,
respectively) for 6,338,617 Class A shares of Appreciation, 723,453 Class B
shares of Appreciation and 3,089,535 Class C shares of Appreciation outstanding
on April 16, 2004. Appreciation's net assets on that date, $97,833,016,
including $8,165,738 appreciation, were combined with those of Small Cap. The
aggregate net assets of Small Cap immediately after the merger were
$268,632,994.
The shareholders of each Class of Appreciation received for each share owned
approximately 0.64, 0.64 and 0.64 shares, respectively, for Class A, Class B and
Class C shares of the same class of Small Cap.

11. PROXY VOTING PROCEDURES (UNAUDITED)
The Adviser and subadviser vote proxies relating to portfolio securities in
accordance with procedures that have been approved by the Trust's Board of
Trustees. You may obtain a description of these procedures, along with
information regarding how the Funds voted proxies during the most recent
twelve-month period ended June 30, free of charge, by calling toll-free
800-243-1574. This information is also available through the Securities and
Exchange Commission's website at http://www.sec.gov.

12. FORM N-Q INFORMATION (UNAUDITED)
The Funds will be filing complete schedules of portfolio holdings with the
Securities and Exchange Commission (the "SEC") for the first and third quarters
of each fiscal year on Form N-Q. Each Fund's Form N-Q will be available on the
SEC's website at http://www.sec.gov. Furthermore, each Fund's Form N-Q may be
reviewed and copied at the SEC's Public Reference Room. Information on the
operation of the SEC's Public Reference Room can be obtained at
http://www.sec.gov/info/edgar/prrules.htm. This is a new filing requirement by
the SEC. The initial Form N-Q filing for these Funds will be as of November 30,
2004 and will be available on the SEC's website on or about January 29, 2005.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[LOGO OMITTED]
PRICEWATERHOUSECOOPERS (PWC)

To the Board of Trustees of
Phoenix Investment Trust 97 and Shareholders of
Phoenix Small Cap Value Fund
Phoenix-Oakhurst Value Equity Fund

In our opinion, the accompanying statements of assets and liabilities,
including the schedules 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 Small Cap Value Fund
(formerly Phoenix-Hollister Small Cap Value Fund) and Phoenix-Oakhurst Value
Equity Fund (formerly Phoenix-Hollister Value Equity Fund) (constituting Phoenix
Investment Trust 97, hereafter referred to as the "Trust") at August 31, 2004
and the results of their operations, the changes in their net assets and their
financial highlights for the periods indicated, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Trust'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 the standards of the Public Company Accounting Oversight Board (United
States). Those standards 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 August 31, 2004 by
correspondence with the custodian and brokers, provide a reasonable basis for
our opinion.

/S/ PricewaterhouseCoopers LLP

Boston, Massachusetts
October 8, 2004

FUND MANAGEMENT (UNAUDITED)

Information pertaining to the Trustees and officers of the Trust is set
forth below. The statement of additional information (SAI) includes additional
information about the Trustees and is available without charge, upon request, by
calling (800) 243-4361.

The address of each individual, unless otherwise noted, is 56 Prospect
Street, Hartford, CT 06115-0480. There is no stated term of office for Trustees
of the Trust.

INDEPENDENT TRUSTEES
- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX PRINCIPAL OCCUPATION(S)
NAME, ADDRESS LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND
AND DATE OF BIRTH TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE
- ------------------------------------------------------------------------------------------------------------------------------------

E. Virgil Conway Served since 35 Chairman, Rittenhouse Advisors, LLC (consulting firm) since 2001.
Rittenhouse Advisors, LLC 1997. Trustee/Director, Realty Foundation of New York (1972-present), Pace
101 Park Avenue University (Director/Trustee Emeritus) (1978-present), New York
New York, NY 10178 Housing Partnership Development Corp. (Chairman) (1981-present),
DOB: 8/2/29 (Director/Trustee) Greater New York Councils, Boy Scouts of America
(1985-present), The Academy of Political Science (Vice Chairman)
(1985-present), Urstadt Biddle Property Corp. (1989-present), The
Harlem Youth Development Foundation, Chairman (1998-2002). Colgate
University (Trustee Emeritus) (since 2004). Chairman/Director,
Metropolitan Transportation Authority (1992-2001). Director, Trism,
Inc. (1994-2001), Consolidated Edison Company of New York, Inc.
(1970-2002), Atlantic Mutual Insurance Company (1974-2002),
Centennial Insurance Company (1974-2002), Josiah Macy, Jr.,
Foundation (1975-present), Union Pacific Corp. (1978-2002),
BlackRock Freddie Mac Mortgage Securities Fund (Advisory Director)
(1990-2000), Accuhealth (1994-2002).
- ------------------------------------------------------------------------------------------------------------------------------------
Harry Dalzell-Payne Served since 35 Currently retired.
The Flat, Elmore Court 1997.
Elmore, GL0S, GL2 6NT
U.K.
DOB: 8/9/29
- ------------------------------------------------------------------------------------------------------------------------------------
S. Leland Dill Served since 24 Currently retired. Trustee, Scudder Investments (33 portfolios)
7721 Blue Heron Way 2004. (1986-present). Director, Coutts & Co. Trust Holdings Limited
West Palm Beach, FL 33412 (1991-1999), Coutts & Co. Group (1994-1999) and Coutts & Co.
DOB: 3/28/30 International (USA) (private banking) (1992-2000).
- ------------------------------------------------------------------------------------------------------------------------------------
Francis E. Jeffries Served since 28 Director, The Empire District Electric Company (1984-present).
8477 Bay Colony Dr. #902 1997.
Naples, FL 34108
DOB: 9/23/30
- ------------------------------------------------------------------------------------------------------------------------------------
Leroy Keith, Jr. Served since 25 Partner, Stonington Partners, Inc. (private equity fund) since 2001.
Stonington Partners, Inc. 1997. Chairman (1995-2000) and Chief Executive Officer (1995-1998), Carson
736 Market Street, Ste. 1430 Products Company (cosmetics). Director/Trustee, Evergreen Funds (six
Chattanooga, TN 37402 portfolios).
DOB: 2/14/39
- ------------------------------------------------------------------------------------------------------------------------------------

FUND MANAGEMENT (UNAUDITED) (CONTINUED)

Geraldine M. McNamara Served since 35 Managing Director, U.S. Trust Company of New York (private bank)
U.S. Trust Company of 2001. (1982-present).
New York
11 West 54th Street
New York, NY 10019
DOB: 4/17/51
- ------------------------------------------------------------------------------------------------------------------------------------
Everett L. Morris Served since 35 Currently retired. Vice President, W.H. Reaves and Company
164 Laird Road 1997. (investment management) (1993-2003).
Colts Neck, NJ 07722
DOB: 5/26/28
- ------------------------------------------------------------------------------------------------------------------------------------
Donald B. Romans Served since 24 President, Romans & Company (private investors and financial
39 S. Sheridan Road 2004. consultants) (1987-present). Trustee, Burnham Investors Trust
Lake Forest, IL 60045 (5 portfolios) (1967-present).
DOB: 4/22/31
- ------------------------------------------------------------------------------------------------------------------------------------
Richard E. Segerson Served since 25 Managing Director, Northway Management Company (1998-present).
Northway Management Company LLC 1997.
164 Mason Street
Greenwich, CT 06830
DOB: 2/16/46
- ------------------------------------------------------------------------------------------------------------------------------------
Lowell P. Weicker, Jr. Served since 25 Director, Medallion Financial New York (2003-present), Director,
200 Duke Street 1997. UST, Inc. (1995-2004), HPSC Inc. (1995-2004), Compuware
Alexandria, VA 22314 (1996-present) and WWF, Inc. (2000-present). President, The Trust
DOB: 5/16/31 for America's Health (non-profit) (2001-present).
- ------------------------------------------------------------------------------------------------------------------------------------

FUND MANAGEMENT (UNAUDITED) (CONTINUED)

INTERESTED TRUSTEES

Each of the individuals listed below is an "interested person" of the Fund,
as defined in Section 2(a)(19) of the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder.

- ------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
NAME, ADDRESS, PORTFOLIOS IN
DATE OF BIRTH FUND COMPLEX PRINCIPAL OCCUPATION(S)
AND POSITION(S) WITH LENGTH OF OVERSEEN BY DURING PAST 5 YEARS AND
TRUST TIME SERVED TRUSTEE OTHER DIRECTORSHIPS HELD BY TRUSTEE
- ------------------------------------------------------------------------------------------------------------------------------------

*Marilyn E. LaMarche Served since 30 Limited Managing Director, Lazard Freres & Co. LLC (1983-present).
Lazard Freres & Co. LLC 2002. Director, The Phoenix Companies, Inc. (2001-present) and Phoenix
30 Rockefeller Plaza, Life Insurance Company (1989-present).
59th Floor
New York, NY 10020
DOB: 5/11/34
- ------------------------------------------------------------------------------------------------------------------------------------
**Philip R. McLoughlin Served since 71 Consultant, Phoenix Investment Partners, Ltd. (2002-2003). Director,
DOB: 10/23/46 1997. PXRE Corporation (Delaware) (1985-present), World Trust Fund
(1991-present). Chairman (1997-2002), Director (1995-2002), Vice
Chairman and President Chairman (1995-1997) and Chief Executive Officer (1995-2002),
Phoenix Investment Partners, Ltd. Consultant (2002-2003), Director
and Executive Vice President (2000-2002), The Phoenix Companies,
Inc., Director (1994-2002) and Executive Vice President, Investments
(1987-2002), Phoenix Life Insurance Company. Director (1983-2002)
and Chairman (1995-2002), Phoenix Investment Counsel, Inc. Director
(1982-2002) and President (1982-2000), Phoenix Equity Planning
Corporation. Chairman and President, Phoenix/Zweig Advisers LLC
(2001-2002). Director (2001-2002) and President (April
2002-September 2002), Phoenix Investment Management Company.
Director and Executive Vice President, Phoenix Life and Annuity
Company (1996-2002). Director (1995-2000) and Executive Vice
President and Chief Investment Officer (1994-2002), PHL Variable
Insurance Company. Director, Phoenix National Trust Holding Company
(2001-2002). Director (1985-2002), Vice President (1986-2002) and
Executive Vice President (2002-2002), PM Holdings, Inc. Director,
W.S. Griffith Associates, Inc. (1995-2002). Director (1992-2002) and
President (1993-1994), W.S. Griffith Securities, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
***James M. Oates Served since 30 Chairman, Hudson Castle Group, Inc. (formerly IBEX Capital Markets
Northeast Partners 1997. Inc.) (financial services) (1997-present). Managing Director, Wydown
150 Federal Street Group (consulting firm) (1994-present). Director, Investors
Suite 1000 Financial Service Corporation (1995-present), Investors Bank & Trust
Boston, MA 02100 Corporation (1995-present), Plymouth Rubber Co. (1995-2003), Stifel
DOB: 5/31/46 Financial (1996-present), Connecticut River Bancorp (1998-present),
Connecticut River Bank (1999-present), Trust Company of New
Hampshire (2002-present), 1Mind, Inc. (2000-2002) and 1Mind.com
(2000-present). Director and Treasurer, Endowment for Health, Inc.
(2000-present). Chairman, Emerson Investment Management, Inc.
(2000-present). Member, Chief Executives Organization
(1996-present). Vice Chairman, Massachusetts Housing Partnership
(1994-1999). Director, Blue Cross and Blue Shield of New Hampshire
(1994-1999), AIB Govett Funds (1991-2000) and Command Systems, Inc.
(1998-2000). Director, Phoenix Investment Partners, Ltd.
(1995-2001).
- ------------------------------------------------------------------------------------------------------------------------------------

<FN>
* Ms. LaMarche is an "interested person," as defined in the Investment Company Act of 1940, by reason of her position as Director
of The Phoenix Companies, Inc. and Phoenix Life Insurance Company.
** Mr. McLoughlin is an "interested person," as defined in the Investment Company Act of 1940, by reason of his relationship with
Phoenix Investment Partners, Ltd. and its affiliates.
*** Mr. Oates is being treated as an Interested Trustee due to certain business and financial relationships and investments
existing among Mr. Oates, Hudson Castle Group Inc. and The Phoenix Companies, Inc. and certain of its affiliates.
</FN>

FUND MANAGEMENT (UNAUDITED) (CONTINUED)

OFFICERS OF THE TRUST WHO ARE NOT TRUSTEES
- ------------------------------------------------------------------------------------------------------------------------------------
POSITION(S) HELD WITH
NAME, ADDRESS TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S)
AND DATE OF BIRTH TIME SERVED DURING PAST 5 YEARS
- ------------------------------------------------------------------------------------------------------------------------------------

John F. Sharry Executive Vice President Executive Vice President, Phoenix Investment Partners, Ltd.
DOB: 3/28/52 since 1998. (1998-present), President, Phoenix Equity Planning Corporation
(2000-present). Executive Vice President, certain funds within the
Phoenix Fund Complex (1998-present).
- ------------------------------------------------------------------------------------------------------------------------------------
Francis G. Waltman Senior Vice President Vice President, Chief Administrative Officer (2003-present), Senior Vice
DOB: 7/27/62 since May 2004. President, Chief Administrative Officer, Private Client Group
(1999-2003), Vice President (1995-1999), Phoenix Investment Partners,
Ltd. Senior Vice President, Phoenix Fund Complex (2004-present).
- ------------------------------------------------------------------------------------------------------------------------------------
Nancy G. Curtiss Treasurer since 1997. Vice President, Fund Accounting (1994-2000), Treasurer (1996-2000),
DOB: 11/24/52 Assistant Treasurer (2001-2003), Vice President, Operations
(2003-present), Phoenix Equity Planning Corporation. Treasurer, certain
funds within the Phoenix Fund Complex (1994-present).
- ------------------------------------------------------------------------------------------------------------------------------------
Richard J. Wirth Secretary since 2002; Vice President and Insurance and Investment Products Counsel
One American Row Chief Legal Officer (2002-present), Counsel (1993-2002), Phoenix Life Insurance Company.
Hartford, CT 06102 since 2003. Secretary (2002-present), Chief Legal Officer (2003-present), certain
DOB: 11/14/58 funds within the Phoenix Fund Complex.
- ------------------------------------------------------------------------------------------------------------------------------------

PHOENIX INVESTMENT TRUST 97
101 Munson Street
Greenfield, Massachusetts 01301

TRUSTEES INVESTMENT ADVISER
E. Virgil Conway Phoenix Investment Counsel, Inc.
Harry Dalzell-Payne 56 Prospect Street
S. Leland Dill Hartford, Connecticut 06115-0480
Francis E. Jeffries
Leroy Keith, Jr. SUBADVISER
Marilyn E. LaMarche Phoenix/Zweig Advisers LLC
Philip R. McLoughlin 900 Third Avenue
Geraldine M. McNamara New York, New York 10022
Everett L. Morris
James M. Oates PRINCIPAL UNDERWRITER
Donald B. Romans Phoenix Equity Planning Corporation
Richard E. Segerson 56 Prospect Street
Lowell P. Weicker, Jr. Hartford, Connecticut 06115-0480

OFFICERS CUSTODIAN
Philip R. McLoughlin, Chairman and President State Street Bank and Trust Company
John F. Sharry, Executive Vice President P.O. Box 5501
Francis G. Waltman, Senior Vice President Boston, Massachusetts 02206-5501
Nancy G. Curtiss, Treasurer
Richard J. Wirth, Secretary and Chief Legal Officer TRANSFER AGENT
Phoenix Equity Planning Corporation
56 Prospect Street
Hartford, Connecticut 06115-0480
- ---------------------------------------------------
IMPORTANT NOTICE TO SHAREHOLDERS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Securities and Exchange Commission has PricewaterhouseCoopers LLP
modified mailing regulations for semiannual and 125 High Street
annual shareholder fund reports to allow mutual Boston, Massachusetts 02110
fund companies to send a single copy of these
reports to shareholders who share the same HOW TO CONTACT US
mailing address. If you would like additional Mutual Fund Services 1-800-243-1574
copies, please call Mutual Fund Services at Advisor Consulting Group 1-800-243-4361
1-800-243-1574. Text Telephone 1-800-243-1926
- --------------------------------------------------- Web site PHOENIXINVESTMENTS.COM

(This page has been left blank intentionally.)

-----------------
PRESORTED
STANDARD
U.S. POSTAGE
PAID
Louisville, KY
Permit No. 1051
-----------------

- --------------------------------------------------------------------------------

PHOENIX EQUITY PLANNING CORPORATION
P.O. Box 150480
Hartford, CT 06115-0480

[LOGO OMITTED] PHOENIX
INVESTMENT PARTNERS, LTD.

A MEMBER OF THE PHOENIX COMPANIES, INC.

For more information about Phoenix mutual funds,
please call your financial representative or contact us
at 1-800-243-4361 or PHOENIXINVESTMENTS.COM.

NOT INSURED BY FDIC/NCUA OR ANY FEDERAL GOVERNMENT AGENCY.
NO BANK GUARANTEE. NOT A DEPOSIT. MAY LOSE VALUE.

PXP 215 (10/04)

ITEM 2. CODE OF ETHICS.

(a) The registrant, as of the end of the period covered by this report, has
adopted a code of ethics that applies to the registrant's principal
executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the registrant
or a third party.

(c) There have been no amendments, during the period covered by this
report, to a provision of the code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are employed
by the registrant or a third party, and that relates to any element of
the code of ethics description.

(d) The registrant has not granted any waivers, including an implicit
waiver, from a provision of the code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are employed
by the registrant or a third party, that relates to one or more of the
items set forth in paragraph (b) of this item's instructions.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

As of the end of the period covered by the report, the Board of Trustees of
the Fund has determined that E. Virgil Conway and Everett L. Morris possess
the technical attributes identified in Instruction 2(b) of Item 3 to Form
N-CSR to qualify as an "audit committee financial expert". Mr. Conway and
Mr. Morris are "independent" trustees pursuant to paragraph (a) (2) of Item
3 to form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

(a) The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for the
audit of the registrant's annual financial statements or services that
are normally provided by the accountant in connection with statutory
and regulatory filings or engagements for those fiscal years are
$53,040 for 2003 and $53,040 for 2004.

AUDIT-RELATED FEES

(b) The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountant that are
reasonably related to the performance of the audit of the registrant's
financial statements and are not reported under paragraph (a) of this
Item are $0 for 2003 and $0 for 2004.

TAX FEES

(c) The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning are $9,500 for 2003 and $9,500
for 2004.

"Tax Fees" are those primarily associated with review of the Trust's
tax provision and qualification as a regulated investment company (RIC)
in connection with audits of the Trust's financial statement, review of
year-end distributions by the Fund to avoid excise tax for the Trust,
periodic discussion with management on tax issues affecting the Trust,
and reviewing and signing the Fund's federal income and excise tax
returns.

ALL OTHER FEES

(d) The aggregate fees billed in each of the last two fiscal years for
products and services provided by the principal accountant, other than
the services reported in paragraphs (a) through (c) of this Item are $0
for 2003 and $0 for 2004.

(e)(1) Disclose the audit committee's pre-approval policies and procedures
described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

The Phoenix Investment Trust 97 (the "Fund") Board has adopted
policies and procedures with regard to the pre-approval of services
provided by PwC. Audit, audit-related and tax compliance services
provided to the Fund on an annual basis require specific
pre-approval by the Board. As noted above, the Board must also
approve other non-audit services provided to the Fund and those
non-audit services provided to the Fund's Affiliated Service
Providers that relate directly to the operations and financial
reporting of the Fund. Certain of these non-audit services that the
Board believes are a) consistent with the SEC's auditor independence
rules and b) routine and recurring services that will not impair the
independence of the independent auditors may be approved by the
Board without consideration on a specific case-by-case basis
("general pre-approval").

The Audit Committee has determined that Mr. E. Virgil Conway, Chair
of the Audit Committee, may provide pre-approval for such services
that meet the above requirements in the event such approval is
sought between regularly scheduled meetings. In the event that Mr.
Conway determines that the full board should review the request, he
has the opportunity to convene a meeting of the Funds Board. In any
event, the Board is informed of each service approved subject to
general pre-approval at the next regularly scheduled in-person board
meeting.

(e)(2) The percentage of services described in each of paragraphs (b)
through (d) of this Item that were approved by the audit committee
pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X
are as follows:

2003 2004

(b) N/A N/A

(d) N/A N/A

(f) The percentage of hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most
recent fiscal year that were attributed to work performed by persons
other than the principal accountant's full-time, permanent employees
was less than fifty percent.

(g) The aggregate non-audit fees billed by the registrant's accountant for
services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is
primarily portfolio management and is subcontracted with or overseen by
another investment adviser), and any entity controlling, controlled by,
or under common control with the adviser that provides ongoing services
to the registrant for each of the last two fiscal years of the
registrant was $294,250 for 2003 and $381,928 for 2004.

(h) The registrant's audit committee of the board of directors HAS
considered whether the provision of non-audit services that were
rendered to the registrant's investment adviser (not including any
sub-adviser whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser), and any
entity controlling, controlled by, or under common control with the
investment adviser that provides ongoing services to the registrant
that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS

Not yet applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which the shareholders
may recommend nominees to the registrant's board of directors, where those
changes were implemented after the registrant last provided disclosure in
response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR
240.14a-101), or this Item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant's principal executive and principal financial officers,
or persons performing similar functions, have concluded that the
registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the
"1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within
90 days of the filing date of the report that includes the disclosure
required by this paragraph, based on their evaluation of these controls
and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR
270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
240.15d-15(b)).

(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17
CFR 270.30a-3(d)) that occurred during the registrant's last fiscal
half-year (the registrant's second fiscal half-year in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting.

ITEM 12. EXHIBITS.

(a)(1) Code of ethics, or any amendment thereto, that is the subject of
disclosure required by Item 2 is attached hereto.

(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and
Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3) Not applicable.

(b) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and
Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

(registrant) Phoenix Investment Trust 97
--------------------------------------------------------------------

By (Signature and Title)* /s/ Philip R. McLoughlin
-------------------------------------------------------
Philip R. McLoughlin, Chairman
(principal executive officer)

Date November 8, 2004
----------------------------------------------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By (Signature and Title)* /s/ Philip R. McLoughlin
-------------------------------------------------------
Philip R. McLoughlin, Chairman
(principal executive officer)

Date November 8, 2004
----------------------------------------------------------------------------

By (Signature and Title)* /s/ Nancy G. Curtiss
-------------------------------------------------------
Nancy G. Curtiss, Treasurer
(principal financial officer)

Date November 8, 2004
----------------------------------------------------------------------------

* Print the name and title of each signing officer under his or her signature.