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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000813917-96-000024.txt : 19960410
<SEC-HEADER>0000813917-96-000024.hdr.sgml : 19960410
ACCESSION NUMBER:		0000813917-96-000024
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19960209
SROS:			NYSE
GROUP MEMBERS:		HARRIS ASSOCIATES L P
GROUP MEMBERS:		HARRIS ASSOCIATES, INC.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PHOENIX DUFF & PHELPS CORP
		CENTRAL INDEX KEY:			0000883237
		STANDARD INDUSTRIAL CLASSIFICATION:	INVESTMENT ADVICE [6282]
		IRS NUMBER:				954191764
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-43022
		FILM NUMBER:		96514024

	BUSINESS ADDRESS:	
		STREET 1:		56 PROSPECT STREET
		CITY:			HARTFORD
		STATE:			CT
		ZIP:			06115
		BUSINESS PHONE:		3122632610

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DUFF & PHELPS CORP
		DATE OF NAME CHANGE:	19930328

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HARRIS ASSOCIATES L P
		CENTRAL INDEX KEY:			0000813917
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		IRS NUMBER:				043276558
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		2 NORTH LASALLE STREET
		STREET 2:		SUITE 500
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60602-3790
		BUSINESS PHONE:		312-621-0600

	MAIL ADDRESS:	
		STREET 1:		2 NORTH LASALLE STREET
		STREET 2:		SUITE 500
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60602-3790
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<TEXT>

<PAGE>
                                  UNITED STATES

                        SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549

                                   SCHEDULE 13G


                    Under the Securities Exchange Act of 1934

                                 (Amendment No. 1)


                           PHOENIX DUFF & PHELPS CORP.
                                 (Name of Issuer)


                           Common Stock, $.01 Par Value
                          (Title of Class of Securities)

                                    264322108
                                  (CUSIP Number)



Check the following box if a fee is being paid with this statement [ ].  (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).











                                Page 1 of 6 Pages
<PAGE>
CUSIP No. 264322108

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Harris Associates L.P.   04-3276558

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                        (a) [ ]
    Not Applicable                                      (b) [ ]

3.  SEC USE ONLY


4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware
_______________ 
               |
  NUMBER OF    |    5.  SOLE VOTING POWER
               |
    SHARES     |        None
               |
 BENEFICIALLY  |    6.  SHARED VOTING POWER
               |
   OWNED BY    |        334,910
               |
     EACH      |    7.  SOLE DISPOSITIVE POWER
               |
   REPORTING   |        4,910
               |
    PERSON     |    8.  SHARED DISPOSITIVE POWER
               |
     WITH      |        330,000
_______________|

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    334,910

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

    Not Applicable

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    .77%

12. TYPE OF REPORTING PERSON*

    IA


                                Page 2 of 6 pages
<PAGE>
CUSIP No. 264322108

1.  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Harris Associates Inc.   04-3276549

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                        (a) [ ]
    Not Applicable                                      (b) [ ]

3.  SEC USE ONLY


4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware
_______________ 
               |
  NUMBER OF    |    5.  SOLE VOTING POWER
               |
    SHARES     |        None
               |
 BENEFICIALLY  |    6.  SHARED VOTING POWER
               |
   OWNED BY    |        334,910
               |
     EACH      |    7.  SOLE DISPOSITIVE POWER
               |
   REPORTING   |        4,910
               |
    PERSON     |    8.  SHARED DISPOSITIVE POWER
               |
     WITH      |        330,000
_______________|


9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    334,910

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

    Not Applicable

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    .77%

12. TYPE OF REPORTING PERSON*

    CO


                                Page 3 of 6 pages
<PAGE>
Item 1(a)      Name of Issuer:

                    PHOENIX DUFF & PHELPS CORP.

Item 1(b)      Address of Issuer's Principal Executive Offices:

                    55 East Monroe Street, Suite 3600
                    Chicago, Illinois 60603

Item 2(a)      Name of Person Filing:

                    Harris Associates L.P. ("Harris")
                    Harris Associates, Inc.(the "General Partner")

Item 2(b)      Address of Principal Business Office:

                    Both Harris and the General Partner maintain
                    their principal offices at:

                    Two North LaSalle Street, Suite 500
                    Chicago, Illinois 60602-3790

Item 2(c)      Citizenship:

                    Harris is a Delaware limited partnership.
                    The General Partner is a Delaware corporation.

Item 2(d)      Title of Class of Securities:

                    Common Stock, $.01 Par Value(the "Shares")

Item 2(e)      CUSIP Number:

                    264322108

Item 3         Type of Person:

               (e)  Harris is an Investment Adviser registered under        
                    Section 203 of the Investment Advisers Act of 1940.

                    The General Partner is the sole general
                    partner of Harris.

Item 4         Ownership (at December 31, 1995):

               (a)  By reason of advisory and other relationships with
                    the persons who own the Shares, Harris may be deemed to
                    be the beneficial owner of the following Shares:

                         334,910 shares


                                       -4-
     <PAGE>         (b)  Percent of class:
                    (based on 43,563,521 shares outstanding)
                    
                         .77%

               (c)  Number of shares as to which such person has:

                    (i)      sole power to vote or to direct the vote: 
                             None

                    (ii)     shared power to vote or to direct the
                             vote:  334,910

                    (iii)    sole power to dispose or to direct the
                             disposition of:  4,910

                    (iv)     shared power to dispose or to direct the
                             disposition of:  330,000

               Harris has been granted the power to vote shares in
               circumstances it determines to be appropriate in connection
               with assisting its advised clients to whom it renders
               financial advice in the ordinary course of its business, by
               either providing information or advice to the persons having
               such power, or by exercising the power to vote when it
               determines such action appropriate in connection with
               matters which are submitted to a security holder's vote.

               In addition, Harris serves as investment adviser to Harris
               Associates Investment Trust (the "Trust"), and various of
               Harris' officers and directors are also officers and
               trustees of the Trust.  Harris does not consider that the
               Trust is controlled by such persons. The series of the Trust
               designated The Oakmark Fund beneficially owns 330,000 Shares
               and are included as Shares over which Harris has shared
               voting and dispositive power and thus as Shares beneficially
               owned by Harris, because of Harris' power to manage the
               Trust's investments.  In addition, other Harris customers
               may own Shares which are not included in the aggregate
               number of Shares reported herein because Harris is not
               deemed the beneficial owner (as defined in Rule 13d-3) of
               such Shares.

Item 5        Ownership of Five Percent or Less of a Class:

               As of December 31, 1995 Harris ceased to be a beneficial
               owner of more than 5 percent of the aforementioned class of
               securities.

Item 6        Ownership of More than Five Percent on Behalf of Another
              Person:

                   Not Applicable



                                       -5-
<PAGE>
Item 7        Identification and Classification of the Subsidiary Which
              Acquired the Security Being Reported on by the Parent Holding
              Company:

                   Not Applicable

Item 8        Identification and Classification of Members of the Group:

                   Not Applicable

Item 9        Notice of Dissolution of Group:

                   Not Applicable
                                         
Item 10       Certification:

               By signing below I certify that, to the best of my knowledge
               and belief, the securities referred to above were acquired
               in the ordinary course of business and were not acquired for
               the purpose of and do not have the effect of changing or
               influencing the control of the issuer of such securities and
               were not acquired in connection with or as a participant in
               any transaction having such purpose or effect.

                                   Signature

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete,
and correct.

Dated:   February 9, 1996
                                  Harris Associates, Inc., for itself and,
                                  as general partner for Harris Associates
                                  L.P.


                                  By:/s/Donald Terao
                                     Donald Terao 
                                     Secretary and Treasurer









                                       -6-
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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