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 811-08245
-----------------------

Phoenix Equity Series Fund
--------------------------------------------------------------
(Exact name of registrant as specified in charter)

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

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

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

(LOGO)
OAKHURST(R)
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Phoenix-Oakhurst Growth & Income 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 Equity Series Fund unless preceded or accompanied by an effective
Prospectus which includes information concerning the sales charge, the 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 Equity Series Fund, which contains the
Phoenix-Oakhurst Growth & Income Fund, 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-Oakhurst Growth & Income Fund ....................................... 5
Notes to Financial Statements ............................................... 18

GLOSSARY

DOW JONES INDUSTRIAL AVERAGE(SM)
A price-weighted average of 30 blue chip stocks. The index is calculated on a
total-return basis with dividends reinvested. The index performance does not
reflect sales charges.

FACTSET RESEARCH SYSTEMS, INC.
An online investment research service that provides global financial and
economic information, including fundamental data on companies worldwide, for
investment analysis.

FEDERAL FUNDS RATE
The interest rate charged on overnight loans of reserves by one financial
institution to another in the United States. The federal funds rate is the most
sensitive indicator of the direction of interest rates since it is set daily by
the market.

FEDERAL OPEN MARKET COMMITTEE (FOMC)
A key committee in the Federal Reserve System, responsible for setting
short-term monetary policy for the Federal Reserve which causes interest rates
to rise or fall.

LIPPER, INC.
A nationally recognized organization that ranks the performance of mutual funds.
It ranks each fund within a universe of funds similar in portfolio
characteristics and capitalization. Rankings in this report are based on total
return. Rankings do not include the effect of a fund's sales load, if
applicable. A letter score shows the quintile ranking. An "A" indicates a fund
was among the top 20% of the funds in its objective.

NASDAQ COMPOSITE(R) INDEX
A market capitalization-weighted index of all issues listed in the NASDAQ
(National Association Of Securities Dealers Automated Quotation System) Stock
Market, except for closed-end funds, convertible debentures, exchange traded
funds, preferred stocks, rights, warrants, units and other derivative
securities. The index is calculated on a total-return basis with dividends
reinvested. The index performance does not reflect sales charges.

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.

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.

S&P 500(R)/BARRA GROWTH INDEX
The S&P 500(R)/Barra Growth Index is a market capitalization-weighted index of
growth-oriented, large capitalization U.S. companies with higher price to book
ratios. The index is calculated on a total-return basis with dividends
reinvested. The index performance does not reflect sales charges.

GLOSSARY

S&P 500(R)/BARRA VALUE INDEX
An index consisting of slower growing or undervalued companies with lower price
to book values. 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-OAKHURST GROWTH & INCOME FUND

A DISCUSSION WITH THE FUND'S PORTFOLIO MANAGER, STEVE COLTON

Q: WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

A: The Phoenix-Oakhurst Growth & Income Fund seeks dividend growth, current
income and 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
11.74%, Class B shares returned 10.90% and Class C shares returned 10.80%. For
the same period, the S&P 500(R) Index , 1 which is both the broad-based and
style-specific equity index appropriate for comparison, returned 11.45%. 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 DESCRIBE THE MARKET
ENVIRONMENT FOR INVESTORS?

A: For the 12 months ending August 31, 2004, the financial markets experienced
strong economic growth in the midst of sharply higher earnings, rising oil
prices, increased short-term interest rates, higher commodity prices,
inflationary pressure and overseas terrorist activity. The economy grew as
consumers continued to spend money on cell phones, flat panel TVs, PCs and other
electronic gadgets. 2 Businesses ramped up spending on capital equipment, and
companies finally started hiring new workers. Oil prices climbed over 50% due to
high demand from the U.S., China and India. Supplies were also tight due to
pipeline attacks in Iraq and political issues in Venezuela, Russia and Norway.
With the economy improving, the Federal Open Market Committee (FOMC) began
raising the federal funds target rate from a 46-year low of 1% to 1.25% in June,
to 1.5% in August, and again, to 1.75% in September.

Despite these various crosscurrents, stock market indices mostly rose. The
S&P 500 Index had a total return of 11.45%, the Dow Jones Industrial Average 1
returned 10.34% and the NASDAQ Composite Index 1 rose a meager 2.05% due to
weakness in technology shares. Value priced stocks provided higher returns than
growth oriented companies. As a result, the S&P 500(R)/Barra Value Index 1 had a
total return of 16.08%, while the S&P 500(R)/Barra Growth Index 1 rose only
6.94%. Value stocks also profited from having more earnings sensitivity to the
economic cycle and from rising oil and commodity prices.

Q: HOW DID THE FUND PERFORM IN THIS ENVIRONMENT?

A: The Fund had a good year overall. The Class A shares had a total return of
11.74%, which was 29 basis points higher than the Fund's benchmark S&P 500(R)
Index. For the year ended August 31, 2004, the Class A shares were ranked 96 out
of 952 Large-Cap Core mutual funds, putting it in the top 11% of its peer group
and earning the Fund an "A" Quintile Ranking from Lipper. The Class A shares
also ranked 232 out of 791 Large-Cap Core funds for the three-year period and
181 out of 603 Large-Cap Core funds for the five-year period ended August 31,
2004. Past performance is no guarantee of future results.

The portfolio benefited from a lower price-to-earnings (p/e) multiple than
the benchmark S&P

Phoenix-Oakhurst Growth & Income Fund (continued)

500 Index. As mentioned earlier, value (low p/e) stocks beat growth (high p/e)
stocks over the 12-month period.

A number of stocks in the portfolio experienced strong market performance
during the period, which, in turn, contributed to the Fund's positive
performance. For example, Occidental Petroleum, Chevron Texaco, Briggs &
Stratton, Allstate Corporation, Kellogg and Black & Decker performed well.

Several companies had a negative impact on the portfolio's performance
during the fiscal year including two technology stocks--Intel and Agilent
Technologies. May Department Stores, Blockbuster and Merrill Lynch also had an
adverse impact on performance.

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

A: Stock market strategists are predicting more growth in the economy and
corporate earnings for the coming year. However, the growth rates are expected
to slow compared to the rapid increases we experienced over the prior 12 months.
This slowdown in growth rates, along with concern over rising interest rates and
the outcome of the 2004 presidential election, have recently tempered the
outlook for stocks. On the positive side, valuations have become more reasonable
as prices have come down and earnings have risen. Also, corporations have
accumulated large cash holdings as earnings have surged. These cash positions
could be deployed in the form of stock buybacks and dividend increases, both of
which would benefit stock prices and investors in turn.

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.
2 SOURCE: FACTSET RESEARCH SYSTEMS, INC.

Phoenix-Oakhurst Growth & Income 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 11.74% (1.68)% 4.56% 9/25/97
Class A Shares at POP 3 5.31 (2.84) 3.67 9/25/97

Class B Shares at NAV 2 10.90 (2.41) 3.78 9/25/97
Class B Shares with CDSC 4 6.90 (2.41) 3.78 9/25/97

Class C Shares at NAV 2 10.80 (2.41) 3.77 9/25/97
Class C Shares with CDSC 4 10.80 (2.41) 3.77 9/25/97

S&P 500(R) Index 11.45 (2.05) 3.82 9/25/97

GROWTH OF $10,000 PERIODS ENDING 8/31

This Growth of $10,000 chart assumes an initial investment of $10,000 made on
9/25/97 (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 USED IN PRINTED GRAPHIC

Phoenix-Oakhurst Phoenix-Oakhurst Phoenix-Oakhurst
Growth & Income Fund Growth & Income Fund Growth & Income Fund
Class A 5 Class B 5 Class C 5 S&P 500 Index

9/25/97 $ 9,425 $10,000 $10,000 $10,000
8/31/98 $ 9,933 $10,459 $10,467 $10,283
8/31/99 $13,978 $14,612 $14,609 $14,384
8/31/00 $16,330 $16,949 $16,956 $16,742
8/31/01 $12,890 $13,270 $13,278 $12,658
8/30/02 $10,525 $10,760 $10,757 $10,380
8/29/03 $11,494 $11,661 $11,669 $11,635
8/31/04 $12,843 $12,932 $12,929 $12,967

SECTOR WEIGHTINGS 8/31/04

As a percentage of total investments

[GRAPHIC OMITTED]

EDGAR REPRESENTATION OF DATA USED IN PRINTED GRAPHIC

Financials 23%
Information Technology 16
Consumer Discretionary 14
Health Care 13
Industrials 10
Energy 6
Consumer Staples 6
Other 12

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 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 the index, 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 Growth & Income Fund

ABOUT YOUR FUND'S EXPENSES
As a shareholder of the Growth & Income 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
Growth & Income Fund Account Value Account Value During
Class A March 1, 2004 August 31, 2004 Period*
- --------------------------------------------------------------------------------
Actual $1,000.00 $ 972.60 $6.20
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 11.74%. UTILIZING
THIS RETURN IN THE ABOVE CALCULATION YIELDS AN ENDING ACCOUNT VALUE AT AUGUST
31, 2004 OF $1,117.40.

Beginning Ending Expenses Paid
Growth & Income Fund Account Value Account Value During
Class B March 1, 2004 August 31, 2004 Period*
- --------------------------------------------------------------------------------
Actual $1,000.00 $ 969.30 $ 9.90
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 10.90%. UTILIZING
THIS RETURN IN THE ABOVE CALCULATION YIELDS AN ENDING ACCOUNT VALUE AT AUGUST
31, 2004 OF $1,109.00.

Beginning Ending Expenses Paid
Growth & Income Fund Account Value Account Value During
Class C March 1, 2004 August 31, 2004 Period*
- --------------------------------------------------------------------------------
Actual $1,000.00 $ 958.50 $ 9.90
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 10.80%. UTILIZING
THIS RETURN IN THE ABOVE CALCULATION YIELDS AN ENDING ACCOUNT VALUE AT AUGUST
31, 2004 OF $1,108.00.

Phoenix-Oakhurst Growth & Income Fund

TEN LARGEST HOLDINGS AT AUGUST 31, 2004 (AS A PERCENTAGE OF NET ASSETS)

1. Exxon Mobil Corp. 3.6% 6. Johnson & Johnson 2.1%
2. Bank of America Corp. 3.4% 7. J.P. Morgan Chase & Co. 2.1%
3. Microsoft Corp. 3.2% 8. Time Warner, Inc. 2.0%
4. Pfizer, Inc. 2.8% 9. Intel Corp. 2.0%
5. Citigroup, Inc. 2.3% 10. Wachovia Corp. 1.8%

SCHEDULE OF INVESTMENTS AT AUGUST 31, 2004

SHARES VALUE
------- ------------
DOMESTIC COMMON STOCKS--97.4%

AEROSPACE & DEFENSE--2.4%
Boeing Co. (The) .................................. 42,800 $ 2,235,016
Goodrich Corp. .................................... 34,400 1,092,544
Honeywell International, Inc. ..................... 18,600 669,228
Lockheed Martin Corp. ............................. 14,000 752,920
United Technologies Corp. ......................... 39,000 3,662,490
------------
8,412,198
------------
AGRICULTURAL PRODUCTS--0.6%
Archer-Daniels-Midland Co. ........................ 111,100 1,774,267
Corn Products International, Inc. ................. 10,100 466,115
------------
2,240,382
------------
AIR FREIGHT & COURIERS--0.2%
CNF, Inc. ......................................... 16,500 676,830

ALUMINUM--0.1%
Alcoa, Inc. ....................................... 7,700 249,326

APPAREL RETAIL--0.7%
Gap, Inc. (The) ................................... 102,700 1,924,598
Limited Brands .................................... 22,300 447,784
------------
2,372,382
------------
APPLICATION SOFTWARE--0.2%
Autodesk, Inc. .................................... 11,800 524,038
Intuit, Inc.(b) ................................... 5,300 224,137
------------
748,175
------------
ASSET MANAGEMENT & CUSTODY BANKS--1.7%
Northern Trust Corp. .............................. 111,100 4,782,855
State Street Corp. ................................ 25,200 1,137,528
------------
5,920,383
------------
AUTO PARTS & EQUIPMENT--0.2%
Lear Corp. ........................................ 12,000 646,560

SHARES VALUE
------- ------------
AUTOMOBILE MANUFACTURERS--0.5%
Ford Motor Co. .................................... 131,800 $ 1,859,698

BIOTECHNOLOGY--0.5%
Affymetrix, Inc.(b) ............................... 6,500 180,700
Applied Biosystems Group - Applera Corp. .......... 11,000 209,440
Cephalon, Inc.(b) ................................. 16,700 785,067
Invitrogen Corp.(b) ............................... 8,300 410,850
------------
1,586,057
------------
BUILDING PRODUCTS--0.4%
Masco Corp. ....................................... 47,600 1,529,388

CASINOS & GAMING--0.2%
Caesars Entertainment, Inc.(b) .................... 19,200 296,640
Penn National Gaming, Inc.(b) ..................... 12,000 466,200
------------
762,840
------------
COMMUNICATIONS EQUIPMENT--3.3%
Cisco Systems, Inc.(b) ............................ 303,700 5,697,412
Harris Corp. ...................................... 7,800 375,648
Motorola, Inc. .................................... 118,400 1,912,160
Polycom, Inc.(b) .................................. 9,000 175,770
QUALCOMM, Inc. .................................... 49,800 1,894,890
Scientific-Atlanta, Inc. .......................... 10,700 291,468
Tellabs, Inc.(b) .................................. 117,500 1,065,725
------------
11,413,073
------------
COMPUTER & ELECTRONICS RETAIL--0.2%
RadioShack Corp. .................................. 27,400 738,156

COMPUTER HARDWARE--2.7%
Apple Computer, Inc.(b) ........................... 6,700 231,083
Hewlett-Packard Co. ............................... 169,500 3,032,355
International Business Machines Corp. ............. 70,000 5,928,300
NCR Corp.(b) ...................................... 5,700 251,769
------------
9,443,507
------------

See Notes to Financial Statements

Phoenix-Oakhurst Growth & Income Fund

SHARES VALUE
------- ------------
CONSTRUCTION MATERIALS--0.5%
Vulcan Materials Co. .............................. 35,500 $ 1,692,285

CONSTRUCTION, FARM MACHINERY & HEAVY TRUCKS--0.6%
Deere & Co. ....................................... 18,200 1,151,514
PACCAR, Inc. ...................................... 14,500 872,755
------------
2,024,269
------------
CONSUMER FINANCE--2.1%
American Express Co. .............................. 78,300 3,916,566
Capital One Financial Corp. ....................... 3,100 210,056
MBNA Corp. ........................................ 132,300 3,193,722
------------
7,320,344
------------
DATA PROCESSING & OUTSOURCED SERVICES--0.6%
Computer Sciences Corp.(b) ........................ 9,500 440,325
Fiserv, Inc.(b) ................................... 39,500 1,373,810
Sabre Holdings Corp. Class A ...................... 15,200 349,600
------------
2,163,735
------------
DEPARTMENT STORES--2.0%
Dillard's, Inc. Class A ........................... 15,100 286,900
Federated Department Stores, Inc. ................. 49,200 2,135,280
May Department Stores Co. (The) ................... 110,600 2,710,806
Nordstrom, Inc. ................................... 31,800 1,180,734
Penney (J.C.) Co., Inc. ........................... 15,300 586,296
------------
6,900,016
------------
DIVERSIFIED BANKS--5.7%
Bank of America Corp. ............................. 265,600 11,946,688
U.S. Bancorp ...................................... 13,300 392,350
Wachovia Corp. .................................... 134,800 6,323,468
Wells Fargo & Co. ................................. 22,300 1,310,125
------------
19,972,631
------------
DIVERSIFIED CHEMICALS--0.9%
Dow Chemical Co. (The) ............................ 33,700 1,442,697
Eastman Chemical Co. .............................. 30,000 1,395,900
PPG Industries, Inc. .............................. 4,300 257,011
------------
3,095,608
------------
DIVERSIFIED COMMERCIAL SERVICES--0.3%
Cendant Corp. ..................................... 27,800 601,314
Dun & Bradstreet Corp.(b) ......................... 11,200 617,568
------------
1,218,882
------------
DIVERSIFIED METALS & MINING--0.1%
Phelps Dodge Corp.(b) ............................. 4,800 391,488

SHARES VALUE
------- ------------
ELECTRIC UTILITIES--1.1%
Exelon Corp. ...................................... 43,600 $ 1,606,660
Great Plains Energy, Inc. ......................... 71,100 2,144,376
------------
3,751,036
------------
ELECTRICAL COMPONENTS & EQUIPMENT--0.8%
Emerson Electric Co. .............................. 27,800 1,730,550
Hubbell, Inc. Class B ............................. 9,100 392,665
Rockwell Automation, Inc. ......................... 14,400 561,600
------------
2,684,815
------------
ELECTRONIC EQUIPMENT MANUFACTURERS--1.2%
Agilent Technologies, Inc.(b) ..................... 105,500 2,162,750
AVX Corp. ......................................... 27,000 312,660
Tektronix, Inc. ................................... 57,300 1,637,061
------------
4,112,471
------------
ELECTRONIC MANUFACTURING SERVICES--0.1%
Sanmina-SCI Corp.(b) .............................. 33,000 228,360

FERTILIZERS & AGRICULTURAL CHEMICALS--0.5%
Monsanto Co. ...................................... 43,400 1,588,440

FOOD RETAIL--0.0%
SUPERVALU, Inc. ................................... 6,000 158,160

FOOTWEAR--0.2%
NIKE, Inc. Class B ................................ 10,900 820,879

FOREST PRODUCTS--1.0%
Weyerhaeuser Co. .................................. 55,000 3,438,050

HEALTH CARE DISTRIBUTORS--0.2%
AmerisourceBergen Corp. ........................... 12,000 649,200

HEALTH CARE EQUIPMENT--1.1%
Becton, Dickinson & Co. ........................... 27,900 1,342,548
PerkinElmer, Inc. ................................. 41,600 727,168
Respironics, Inc.(b) .............................. 13,119 697,931
Thermo Electron Corp.(b) .......................... 42,800 1,124,356
------------
3,892,003
------------
HEALTH CARE SERVICES--0.4%
IMS Health, Inc. .................................. 57,700 1,346,141

HEALTH CARE SUPPLIES--0.6%
Bausch & Lomb, Inc. ............................... 25,300 1,668,535
Haemonetics Corp. ................................. 8,000 252,960
------------
1,921,495
------------
HOME ENTERTAINMENT SOFTWARE--0.1%
THQ, Inc.(b) ...................................... 17,300 328,527

See Notes to Financial Statements

Phoenix-Oakhurst Growth & Income Fund

SHARES VALUE
------- ------------
HOME IMPROVEMENT RETAIL--1.5%
Home Depot, Inc. (The) ............................ 88,400 $ 3,231,904
Sherwin-Williams Co. (The) ........................ 50,500 2,085,650
------------
5,317,554
------------
HOUSEHOLD APPLIANCES--0.6%
Black & Decker Corp. (The) ........................ 28,300 1,950,719

HOUSEHOLD PRODUCTS--2.2%
Kimberly-Clark Corp. .............................. 55,100 3,675,170
Procter & Gamble Co. (The) ........................ 69,600 3,895,512
------------
7,570,682
------------
HOUSEWARES & SPECIALTIES--0.6%
Fortune Brands, Inc. .............................. 28,800 2,106,720

INDUSTRIAL CONGLOMERATES--1.4%
3M Co. ............................................ 51,100 4,208,596
Textron, Inc. ..................................... 11,600 736,484
------------
4,945,080
------------
INDUSTRIAL MACHINERY--2.1%
Eaton Corp. ....................................... 39,900 2,407,965
Ingersoll-Rand Co. Class A ........................ 61,100 3,972,111
Parker Hannifin Corp. ............................. 17,400 946,038
------------
7,326,114
------------
INSURANCE BROKERS--0.4%
Willis Group Holdings Ltd. ........................ 40,200 1,405,794

INTEGRATED OIL & GAS--6.4%
ChevronTexaco Corp. ............................... 59,300 5,781,750
Exxon Mobil Corp. ................................. 270,000 12,447,000
Occidental Petroleum Corp. ........................ 78,600 4,059,690
------------
22,288,440
------------
INTEGRATED TELECOMMUNICATION SERVICES--4.0%
ALLTEL Corp. ...................................... 21,400 1,169,510
BellSouth Corp. ................................... 147,700 3,952,452
CenturyTel, Inc. .................................. 21,800 701,742
SBC Communications, Inc. .......................... 85,200 2,197,308
Verizon Communications, Inc. ...................... 153,800 6,036,650
------------
14,057,662
------------
INTERNET SOFTWARE & SERVICES--0.3%
EarthLink, Inc.(b) ................................ 119,900 1,200,199

SHARES VALUE
------- ------------
INVESTMENT BANKING & BROKERAGE--1.8%
E*TRADE Financial Corp.(b) ........................ 24,800 $ 292,144
Goldman Sachs Group, Inc. (The) ................... 21,500 1,927,475
Morgan Stanley .................................... 78,200 3,967,086
------------
6,186,705
------------
IT CONSULTING & OTHER SERVICES--0.4%
CACI International, Inc. Class A(b) ............... 28,100 1,368,189

LIFE & HEALTH INSURANCE--2.0%
AFLAC, Inc. ....................................... 13,700 549,370
Lincoln National Corp. ............................ 45,900 2,079,270
MetLife, Inc. ..................................... 99,400 3,702,650
Prudential Financial, Inc. ........................ 6,400 295,552
StanCorp Financial Group, Inc. .................... 2,500 181,250
------------
6,808,092
------------
MANAGED HEALTH CARE--2.5%
Aetna, Inc. ....................................... 13,700 1,269,305
Anthem, Inc.(b) ................................... 2,700 219,348
CIGNA Corp. ....................................... 12,600 838,656
UnitedHealth Group, Inc. .......................... 64,800 4,285,224
WellPoint Health Networks, Inc.(b) ................ 20,900 2,051,962
------------
8,664,495
------------
METAL & GLASS CONTAINERS--0.1%
Silgan Holdings, Inc. ............................. 4,100 183,475

MOVIES & ENTERTAINMENT--4.2%
Time Warner, Inc.(b) .............................. 428,800 7,010,880
Viacom, Inc. Class B .............................. 74,400 2,478,264
Walt Disney Co. (The) ............................. 226,100 5,075,945
------------
14,565,089
------------
MULTI-LINE INSURANCE--1.0%
American International Group, Inc. ................ 42,600 3,034,824
Hartford Financial Services Group, Inc. (The) ..... 4,000 244,640
Unitrin, Inc. ..................................... 4,100 171,995
------------
3,451,459
------------
MULTI-UTILITIES & UNREGULATED POWER--2.4%
Constellation Energy Group, Inc. .................. 105,700 4,344,270
Sempra Energy ..................................... 107,100 3,871,665
------------
8,215,935
------------
OFFICE ELECTRONICS--0.2%
Xerox Corp.(b) .................................... 54,200 727,906

OFFICE SERVICES & SUPPLIES--0.3%
HNI Corp. ......................................... 23,300 913,360

See Notes to Financial Statements

Phoenix-Oakhurst Growth & Income Fund

SHARES VALUE
------- ------------
OTHER DIVERSIFIED FINANCIAL SERVICES--4.3%
Citigroup, Inc. ................................... 172,000 $ 8,011,760
J.P. Morgan Chase & Co. ........................... 180,500 7,144,190
------------
15,155,950
------------
PACKAGED FOODS & MEATS--1.9%
Kellogg Co. ....................................... 131,900 5,537,162
Tyson Foods, Inc. Class A ......................... 61,900 1,020,112
------------
6,557,274
------------
PHARMACEUTICALS--8.1%
Bristol-Myers Squibb Co. .......................... 200,400 4,755,492
Johnson & Johnson ................................. 123,700 7,186,970
Merck & Co., Inc. ................................. 95,800 4,308,126
Pfizer, Inc. ...................................... 300,000 9,801,000
Wyeth ............................................. 64,300 2,351,451
------------
28,403,039
------------
PHOTOGRAPHIC PRODUCTS--0.8%
Eastman Kodak Co. ................................. 94,800 2,804,184

PROPERTY & CASUALTY INSURANCE--2.4%
Allstate Corp. (The) .............................. 131,000 6,184,510
Cincinnati Financial Corp. ........................ 6,300 254,205
Mercury General Corp. ............................. 7,700 386,155
Progressive Corp. (The) ........................... 17,300 1,389,190
SAFECO Corp. ...................................... 5,300 255,301
------------
8,469,361
------------
PUBLISHING & PRINTING--0.5%
McGraw-Hill Cos., Inc. (The) ...................... 21,300 1,613,049
Meredith Corp. .................................... 5,000 250,400
------------
1,863,449
------------
RAILROADS--0.2%
Norfolk Southern Corp. ............................ 19,600 556,640

REGIONAL BANKS--0.7%
Hibernia Corp. Class A ............................ 43,600 1,170,660
Marshall & Ilsley Corp. ........................... 4,300 172,344
National City Corp. ............................... 9,600 362,784
PNC Financial Services Group, Inc. (The) .......... 6,200 332,754
SunTrust Banks, Inc. .............................. 6,000 408,600
------------
2,447,142
------------
REITS--0.3%
iStar Financial, Inc. ............................. 25,300 1,018,072

SHARES VALUE
------- ------------
RESTAURANTS--1.4%
McDonald's Corp. .................................. 107,200 $ 2,896,544
Wendy's International, Inc. ....................... 19,200 659,904
Yum! Brands, Inc. ................................. 34,300 1,362,053
------------
4,918,501
------------
SEMICONDUCTOR EQUIPMENT--0.4%
Applied Materials, Inc.(b) ........................ 96,600 1,534,974

SEMICONDUCTORS--2.5%
Analog Devices, Inc. .............................. 19,800 687,456
Intel Corp. ....................................... 327,800 6,978,862
Maxim Integrated Products, Inc. ................... 22,400 972,832
------------
8,639,150
------------
SOFT DRINKS--0.5%
Pepsi Bottling Group, Inc. (The) .................. 15,700 420,603
PepsiAmericas, Inc. ............................... 22,800 452,352
PepsiCo, Inc. ..................................... 18,700 935,000
------------
1,807,955
------------
SPECIALTY CHEMICALS--0.1%
Rohm and Haas Co. ................................. 12,000 486,360

SPECIALTY STORES--0.4%
Barnes & Noble, Inc.(b) ........................... 6,200 214,272
Claire's Stores, Inc. ............................. 43,100 1,049,054
Staples, Inc. ..................................... 7,700 220,836
------------
1,484,162
------------
STEEL--0.0%
United States Steel Corp. ......................... 4,700 173,477

SYSTEMS SOFTWARE--3.3%
Microsoft Corp. ................................... 410,500 11,206,650
Oracle Corp.(b) ................................... 15,400 153,538
------------
11,360,188
------------
TECHNOLOGY DISTRIBUTORS--0.2%
Avnet, Inc.(b) .................................... 15,500 246,140
Tech Data Corp.(b) ................................ 13,400 504,644
------------
750,784
------------
TOBACCO--0.7%
Altria Group, Inc. ................................ 8,700 425,865
Reynolds American, Inc. ........................... 25,400 1,917,700
------------
2,343,565
------------

See Notes to Financial Statements

Phoenix-Oakhurst Growth & Income Fund

SHARES VALUE
------- ------------
TRUCKING--0.0%
Overnite Corp. .................................... 5,800 $ 176,552

WIRELESS TELECOMMUNICATION SERVICES--0.3%
Nextel Communications, Inc. Class A(b) ............ 46,600 1,080,654
- -----------------------------------------------------------------------------
TOTAL DOMESTIC COMMON STOCKS
(IDENTIFIED COST $294,077,133) 339,582,892
- -----------------------------------------------------------------------------

FOREIGN COMMON STOCKS(c)--1.5%

AUTO PARTS & EQUIPMENT--0.3%
Autoliv, Inc. (Sweden) ............................ 22,600 954,850

INDUSTRIAL CONGLOMERATES--0.9%
Tyco International Ltd. (United States) ........... 97,000 3,038,040

IT CONSULTING & OTHER SERVICES--0.1%
Accenture Ltd. Class A (Bermuda)(b) ............... 17,500 456,750

REINSURANCE--0.2%
RenaissanceRe Holdings Ltd. (United States) ....... 12,300 591,876
- -----------------------------------------------------------------------------
TOTAL FOREIGN COMMON STOCKS
(IDENTIFIED COST $4,330,190) 5,041,516
- -----------------------------------------------------------------------------
TOTAL LONG TERM INVESTMENTS--98.9%
(IDENTIFIED COST $298,407,323) 344,624,408
- -----------------------------------------------------------------------------

STANDARD
& POOR'S PAR
RATING VALUE
(Unaudited) (000)
----------- ------
SHORT-TERM OBLIGATIONS--0.9%

COMMERCIAL PAPER--0.9%
UBS Finance Delaware LLC 1.57%,
9/1/04 ................................. A-1+ $3,275 3,275,000
- -----------------------------------------------------------------------------
TOTAL SHORT-TERM OBLIGATIONS
(IDENTIFIED COST $3,275,000) 3,275,000
- -----------------------------------------------------------------------------

TOTAL INVESTMENTS--99.8%
(IDENTIFIED COST $301,682,323) 347,899,408(a)

Other assets and liabilities, net--0.2% 636,974
------------
NET ASSETS--100.0% $348,536,382
============

(a) Federal Income Tax Information: Net unrealized appreciation of investment
securities is comprised of gross appreciation of $54,918,604 and gross
depreciation of $12,692,852 for federal income tax purposes. At August 31,
2004, the aggregate cost of securities for federal income tax purposes was
$305,673,656.
(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 2F "Foreign security country
determination" in the Notes to Financial Statements.

See Notes to Financial Statements

Phoenix-Oakhurst Growth & Income Fund

STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 2004

ASSETS
Investment securities at value
(Identified cost $301,682,323) $347,899,408
Cash 3,792
Receivables
Investment securities sold 5,544,311
Dividends and interest 669,024
Fund shares sold 262,342
Prepaid expenses 31,783
------------
Total assets 354,410,660
------------
LIABILITIES
Payables
Investment securities purchased 4,439,363
Fund shares repurchased 823,060
Investment advisory fee 173,352
Distribution and service fees 166,210
Transfer agent fee 160,766
Financial agent fee 21,966
Trustees' fee 1,131
Accrued expenses 88,430
------------
Total liabilities 5,874,278
------------
NET ASSETS $348,536,382
============
NET ASSETS CONSIST OF:
Capital paid in on shares of beneficial interest $414,161,704
Undistributed net investment income 1,008,849
Accumulated net realized loss (112,851,256)
Net unrealized appreciation 46,217,085
------------
NET ASSETS $348,536,382
============
CLASS A
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $201,329,876) 15,309,053
Net asset value per share $13.15
Offering price per share $13.15/(1-5.75%) $13.95

CLASS B
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $68,636,612) 5,441,751
Net asset value and offering price per share $12.61

CLASS C
Shares of beneficial interest outstanding, no par value,
unlimited authorization (Net Assets $78,569,894) 6,226,888
Net asset value and offering price per share $12.62

STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 2004

INVESTMENT INCOME
Dividends $ 5,868,986
Interest 27,703
Foreign taxes withheld (7,862)
-----------
Total investment income 5,888,827
-----------
EXPENSES
Investment advisory fee 2,289,350
Service fees, Class A 418,680
Distribution and service fees, Class B 733,173
Distribution and service fees, Class C 644,572
Financial agent fee 225,163
Transfer agent 697,942
Printing 89,803
Custodian 39,928
Professional 34,755
Trustees 33,364
Registration 26,273
Miscellaneous 21,811
-----------
Total expenses 5,254,814
Less expenses reimbursed by investment adviser (405,769)
Custodian fees paid indirectly (155)
-----------
Net expenses 4,848,890
-----------
NET INVESTMENT INCOME 1,039,937
-----------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain on investments 24,151,871
Net change in unrealized appreciation (depreciation) on
investments 1,512,935
-----------
NET GAIN ON INVESTMENTS 25,664,806
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $26,704,743
===========

See Notes to Financial Statements

Phoenix-Oakhurst Growth & Income Fund

STATEMENT OF CHANGES IN NET ASSETS

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

FROM OPERATIONS
Net investment income (loss) $ 1,039,937 $ 1,199,216
Net realized gain (loss) 24,151,871 (34,375,102)
Net change in unrealized appreciation (depreciation) 1,512,935 50,731,384
------------ ------------
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 26,704,743 17,555,498
------------ ------------
FROM DISTRIBUTIONS TO SHAREHOLDERS
Net investment income, Class A (1,100,329) --
Net investment income, Class B (59,766) --
Net investment income, Class C (43,672) --
------------ ------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS (1,203,767) --
------------ ------------
FROM SHARE TRANSACTIONS
CLASS A
Proceeds from sales of shares (3,693,157 and 2,568,062 shares, respectively) 47,883,086 27,375,673
Net asset value of shares issued from reinvestment of distributions (80,106 and 0 shares,
respectively) 1,033,371 --
Net asset value of shares issued from Oakhurst Strategy Fund Merger (4,555,312 and 0 shares,
respectively) (See Note 8) 61,094,441 --
Cost of shares repurchased (4,079,715 and 6,871,113 shares, respectively) (52,859,130) (71,849,116)
------------ ------------
Total 57,151,768 (44,473,443)
------------ ------------
CLASS B
Proceeds from sales of shares (357,493 and 508,062 shares, respectively) 4,452,625 5,267,068
Net asset value of shares issued from reinvestment of distributions (4,368 and 0 shares,
respectively) 54,340 --
Net asset value of shares issued from Oakhurst Strategy Fund Merger (351,611 and 0 shares,
respectively) (See Note 8) 4,535,265 --
Cost of shares repurchased (1,602,844 and 1,894,644 shares, respectively) (20,036,590) (19,325,039)
------------ ------------
Total (10,994,360) (14,057,971)
------------ ------------
CLASS C
Proceeds from sales of shares repurchased (388,311 and 587,338 shares, respectively) 4,834,377 6,011,541
Net asset value of shares issued from reinvestment of distributions (3,225 and 0 shares,
respectively) 40,114 --
Net asset value of shares issued from Oakhurst Strategy Fund Merger (2,447,341 and 0 shares,
respectively) (See Note 8) 31,578,221 --
Cost of shares repurchased (1,220,602 and 1,807,167 shares, respectively) (15,261,033) (18,315,329)
------------ ------------
Total 21,191,679 (12,303,788)
------------ ------------
INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS 67,349,087 (70,835,202)
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS 92,850,063 (53,279,704)

NET ASSETS
Beginning of period 255,686,319 308,966,023
------------ ------------
END OF PERIOD [INCLUDING UNDISTRIBUTED NET INVESTMENT INCOME OF $1,008,849 AND
$1,199,216, RESPECTIVELY] $348,536,382 $255,686,319
============ ============

See Notes to Financial Statements

Phoenix-Oakhurst Growth & Income 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 $11.86 $10.86 $13.30 $16.85 $14.61
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) 0.09 0.09 0.04 0.02 0.02
Net realized and unrealized gain (loss) 1.30 0.91 (2.48) (3.57) 2.42
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.39 1.00 (2.44) (3.55) 2.44
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.10) -- -- -- (0.02)
Distributions from net realized gains -- -- -- -- (0.18)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (0.10) -- -- -- (0.20)
------ ------ ------ ------ ------
Change in net asset value 1.29 1.00 (2.44) (3.55) 2.24
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $13.15 $11.86 $10.86 $13.30 $16.85
====== ====== ====== ====== ======
Total return(2) 11.74% 9.21% (18.35)% (21.07)% 16.83%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $201,330 $131,169 $166,772 $245,471 $294,416

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 1.25%(3) 1.25%(3) 1.25 %(3) 1.25 % 1.25%
Gross operating expenses(4) 1.38% 1.45% 1.35 % 1.32 % 1.30%
Net investment income 0.68% 0.82% 0.33 % 0.16 % 0.13%
Portfolio turnover 53% 59% 40 % 34 % 55%

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

Net asset value, beginning of period $11.38 $10.50 $12.95 $16.54 $14.43
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) (0.01) 0.01 (0.05) (0.09) (0.10)
Net realized and unrealized gain (loss) 1.25 0.87 (2.40) (3.50) 2.39
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.24 0.88 (2.45) (3.59) 2.29
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.01) -- -- -- --
Distributions from net realized gains -- -- -- -- (0.18)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (0.01) -- -- -- (0.18)
------ ------ ------ ------ ------
Change in net asset value 1.23 0.88 (2.45) (3.59) 2.11
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $12.61 $11.38 $10.50 $12.95 $16.54
====== ====== ====== ====== ======
Total return(2) 10.90 % 8.38% (18.92)% (21.70)% 15.99 %

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $68,637 $72,051 $81,000 $116,539 $147,846

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 2.00 %(3) 2.00%(3) 2.00 %(3) 2.00 % 2.00 %
Gross operating expenses(4) 2.14 % 2.20% 2.10 % 2.06 % 2.05 %
Net investment income (loss) (0.07)% 0.08% (0.42)% (0.60)% (0.62)%
Portfolio turnover 53 % 59% 40 % 34 % 55 %

<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 the 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>

See Notes to Financial Statements

Phoenix-Oakhurst Growth & Income Fund

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

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

Net asset value, beginning of period $11.38 $10.50 $12.96 $16.55 $14.43
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)(1) (0.01) 0.01 (0.05) (0.09) (0.10)
Net realized and unrealized gain (loss) 1.26 0.87 (2.41) (3.50) 2.40
------ ------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS 1.25 0.88 (2.46) (3.59) 2.30
------ ------ ------ ------ ------
LESS DISTRIBUTIONS
Dividends from net investment income (0.01) -- -- -- --
Distributions from net realized gains -- -- -- -- (0.18)
------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS (0.01) -- -- -- (0.18)
------ ------ ------ ------ ------
Change in net asset value 1.24 0.88 (2.46) (3.59) 2.12
------ ------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD $12.62 $11.38 $10.50 $12.96 $16.55
====== ====== ====== ====== ======
Total return(2) 10.80 % 8.48% (18.98)% (21.69)% 16.06 %

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (thousands) $78,570 $52,466 $61,193 $86,080 $106,272

RATIO TO AVERAGE NET ASSETS OF:
Net operating expenses 2.00 %(3) 2.00%(3) 2.00 %(3) 2.00 % 2.00 %
Gross operating expenses(4) 2.13 % 2.20% 2.10 % 2.06 % 2.05 %
Net investment income (loss) (0.07)% 0.08% (0.42)% (0.60)% (0.62)%
Portfolio turnover 53 % 59% 40 % 34 % 55 %

See Notes to Financial Statements

PHOENIX EQUITY SERIES FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2004

1. ORGANIZATION
Phoenix Equity Series Fund (the "Trust") is organized as a Delaware business
trust and is registered under the Investment Company Act of 1940, as amended, as
a diversified, open-end management investment company.
Currently one fund, the Phoenix-Oakhurst Growth & Income Fund (the "Fund") is
offered for sale. The Fund seeks dividend growth, current income, and capital
appreciation.
The 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 classes of shares have 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 the Fund are borne pro rata by the holders of all
classes 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. The 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:
It is the policy of the Fund 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, the Fund intends to
distribute an amount sufficient to avoid imposition of any excise tax under
Section 4982 of the Code. Therefore, no provision for federal income taxes or
excise taxes has been made.
The Fund may be subject to foreign taxes on income, gains on investments or
currency repatriation, a portion of which may be recoverable. The Fund 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 it invests.

D. DISTRIBUTIONS TO SHAREHOLDERS:
Distributions to shareholders are recorded on the ex-dividend date. Income
and capital gain distributions are determined in accordance with income tax
regulations which may differ from 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.

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

PHOENIX EQUITY SERIES FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2004 (CONTINUED)

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
Fund does not separate that portion of the results of operations arising from
changes in exchange rates and that portion arising from changes in the market
prices of securities.

F. 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.

G. 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 method can be more fairly made.

3. INVESTMENT ADVISORY FEE AND RELATED PARTY TRANSACTIONS
As compensation for its services to the Fund, Phoenix Investment Counsel,
Inc. (the "Adviser"), an indirect wholly-owned subsidiary of The Phoenix
Companies, Inc. ("PNX"), is entitled to a fee at an annual rate of 0.75% of the
average daily net assets of the Fund for the first $1 billion; 0.70% of such
value between $1 billion and $2 billion; and 0.65% of such value in excess of $2
billion. The Adviser has voluntarily agreed to assume total operating expenses
of the 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 assets:

Class A Class B Class C
------- ------- -------
1.25% 2.00% 2.00%

The Adviser will not seek to recapture any prior years' reimbursed or waived
investment advisory fees.
As Distributor of the Fund's shares, Phoenix Equity Planning Corporation
("PEPCO"), an indirect wholly-owned subsidiary of PNX, has advised the Fund that
it retained net selling commissions of $16,408 for Class A shares and deferred
sales charges of $149,040 for Class B shares and $2,653 for Class C shares for
the period ended August 31, 2004.
In addition to these amounts, for the period September 1, 2003 to May 31,
2004, $16,990 was paid to W.S. Griffith Securities, Inc., an indirect subsidiary
of PNX, for Class A net selling commissions. W.S. Griffith Securities, Inc. no
longer writes any business for the Fund.
In addition, the Fund pays PEPCO distribution and/or service fees at an
annual rate of 0.25% for Class A shares and 1.00% for Class B shares and 1.00%
for Class C shares of the average daily net assets of each respective class.
PEPCO has advised the Fund of the following information: $780,187 was retained
by the Distributor, $982,818 was paid to unaffiliated participants for the
period ended August 31, 2004, and $33,420 was paid to W.S. Griffith Securities,
Inc. 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 Fund, 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 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 the Fund. Certain minimum fees may apply. For the period
ended August 31, 2004, the Fund incurred PEPCO financial agent fees totaling
$225,163.
PEPCO serves as the Fund'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 $697,942 as reported in the Statement of Operations, of
which PEPCO retained $297,477.
At August 31, 2004, PNX and its affiliates and the retirement plans of PNX
and its affiliates held 1,919,084 Class A shares of the Fund with a value of
$25,235,955.

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)
amounted to $157,504,313 and $188,860,563, respectively. 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.

PHOENIX EQUITY SERIES FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2004 (CONTINUED)

The Fund may invest a high percentage of its assets in specific sectors of
the market in its pursuit of a greater investment return. Fluctuations in these
sectors of concentration may have a greater impact on the Fund, positive or
negative, than if the 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. FEDERAL INCOME TAX INFORMATION
The Fund has capital loss carryovers which may be used to offset future
capital gains, as follows:

Expiration Year
---------------------------------------
2008 2009 2010
----------- ----------- -----------
$6,901,728 $24,161,266 $27,601,995

Expiration Year
---------------------------------------
2011 2012 Total
----------- ----------- ------------
$47,229,498 $2,953,221 $108,847,708

The 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.
Utilization of the capital loss carry forward which arose in connection with
the tax-free reorganization with Phoenix-Oakhurst Strategy Fund of $39,329,254
may be limited by federal income tax regulations.
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 Fund deferred
post-October capital losses of $0 and recognized prior year post-October losses
of $26,593,474.
The components of distributable earnings on a tax basis (excluding unrealized
appreciation (depreciation) which are disclosed in the Schedule of Investments)
consist of undistributed ordinary income of $1,008,849 and undistributed
long-term capital gains of $0.
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.

7. 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 from differing treatment of certain income and gain
transactions, nondeductible current year net 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
Fund. As of August 31, 2004, the Fund decreased undistributed net investment
income by $26,537, decreased accumulated net realized loss by $40,147,423 and
increased paid in capital by $40,173,960.

8. MERGER

On April 16, 2004, the Phoenix-Oakhurst Growth & Income Fund ("Growth &
Income") acquired all of the net assets of the Phoenix-Oakhurst Strategy Fund
("Strategy") pursuant to an Agreement and Plan of Reorganization approved by the
Strategy shareholders on March 19, 2004.
The acquisition was accomplished by a tax-free exchange of 4,555,312 Class A
shares of Growth & Income, 351,611 Class B shares of Growth & Income and
2,447,341 Class C shares of Growth & Income (valued at $61,094,441, $4,535,265,
and $31,578,221, respectively) for 7,036,348 Class A shares of Strategy, 528,814
Class B shares of Strategy and 3,691,539 Class C shares of Strategy outstanding
on April 16, 2004. Strategy net assets on that date, $97,207,927, including
$14,788,304 of appreciation, were combined with those of Growth & Income. The
aggregate net assets of Growth & Income immediately after the merger were
$377,463,018.
The shareholders of each Class of Strategy received for each share owned
approximately 0.65, 0.66 and 0.66 shares, respectively, for Class A, Class B and
Class C shares of Growth & Income.

9. PROXY VOTING PROCEDURES (UNAUDITED)
The Adviser votes proxies relating to portfolio securities in
accordance with procedures that have been approved by the Fund's Board of
Trustees. You may obtain a description of these procedures, along with
information regarding how the Fund 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.

10. FORM N-Q INFORMATION (UNAUDITED)
The Fund 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. The Fund's Form N-Q will be available on the
SEC's website at

PHOENIX EQUITY SERIES FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 2004 (CONTINUED)

http://www.sec.gov. Furthermore, the 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 this Fund will be as of November 30,
2004 and will be available on the SEC's website on or about January 29, 2005.

- --------------------------------------------------------------------------------
TAX INFORMATION NOTICE (UNAUDITED)
For the fiscal year ended August 31, 2004, for federal income tax purposes,
100% of the ordinary income dividends paid by the Fund qualify for the dividends
received deduction for corporate shareholders.
Effective for the fiscal year ended August 31, 2004, the Fund hereby
designates 100%, or the maximum allowable of its ordinary income dividends to
qualify for the lower tax rate applicable to individual shareholders. The actual
percentage for the calendar year will be designated in the year-end tax
statements.
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(LOGO)
PRICEWATERHOUSECOOPERS
[GRAPHIC OMITTED]

To the Board of Trustees of
Phoenix Equity Series Fund and Shareholders of
Phoenix-Oakhurst Growth & Income Fund

In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Phoenix-Oakhurst Growth & Income
Fund (constituting Phoenix Equity Series Fund, hereafter referred to as the
"Trust") at August 31, 2004 and the results of its operations, the changes in
its net assets and the 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 EQUITY SERIES FUND
101 Munson Street
Greenfield, Massachusetts 01301

TRUSTEES
E. Virgil Conway
Harry Dalzell-Payne
S. Leland Dill
Francis E. Jeffries
Leroy Keith, Jr.
Marilyn E. LaMarche
Philip R. McLoughlin
Geraldine M. McNamara
Everett L. Morris
James M. Oates
Donald B. Romans
Richard E. Segerson
Lowell P. Weicker, Jr.

OFFICERS
Philip R. McLoughlin, Chairman and President
John F. Sharry, Executive Vice President
Francis G. Waltman, Senior Vice President
Nancy G. Curtiss, Treasurer
Richard J. Wirth, Secretary and Chief Legal Officer

INVESTMENT ADVISER
Phoenix Investment Counsel, Inc.
56 Prospect Street
Hartford, Connecticut 06115-0480

PRINCIPAL UNDERWRITER
Phoenix Equity Planning Corporation
56 Prospect Street
Hartford, Connecticut 06115-0480

CUSTODIAN
State Street Bank and Trust Company
P.O. Box 5501
Boston, Massachusetts 02206-5501

TRANSFER AGENT
Phoenix Equity Planning Corporation
56 Prospect Street
Hartford, Connecticut 06115-0480

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP
125 High Street
Boston, Massachusetts 02110

HOW TO CONTACT US
Mutual Fund Services 1-800-243-1574
Advisor Consulting Group 1-800-243-4361
Text Telephone 1-800-243-1926
Web site PHOENIXINVESTMENTS.COM

- --------------------------------------------------------------------------------
IMPORTANT NOTICE TO SHAREHOLDERS
The Securities and Exchange Commission has modified mailing regulations for
semiannual and annual shareholder fund reports to allow mutual fund companies to
send a single copy of these reports to shareholders who share the same mailing
address. If you would like additional copies, please call Mutual Fund Services
at 1-800-243-1574.
- --------------------------------------------------------------------------------

(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)
PHOENIX
INVESTMENT PARTNERS, LTD.
A MEMBER OF THE PHOENIX COMPANIES, INC.
[GRAPHIC OMITTED]

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 213 (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
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(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
$26,520 for 2003 and $26,520 for 2004.

Audit-Related Fees
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(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 $4,750 for 2003 and
$4,750 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
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(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 Equity Series Fund (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 Equity Series Fund
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By (Signature and Title)* /s/ Philip R. McLoughlin
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Philip R. McLoughlin, Chairman
(principal executive officer)

Date November 8, 2004
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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
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By (Signature and Title)* /s/ Nancy G. Curtiss
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Nancy G. Curtiss, Treasurer
(principal financial officer)

Date November 8, 2004
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* Print the name and title of each signing officer under his or her signature.