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<SEC-DOCUMENT>0000950131-98-001649.txt : 19980313
<SEC-HEADER>0000950131-98-001649.hdr.sgml : 19980313
ACCESSION NUMBER:		0000950131-98-001649
CONFORMED SUBMISSION TYPE:	305B2
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19980312
SROS:			NYSE

FILER:

	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:		305B2
		SEC ACT:		
		SEC FILE NUMBER:	033-97292
		FILM NUMBER:		98564414

	BUSINESS ADDRESS:	
		STREET 1:		56 PROSPECT ST
		CITY:			HARTFORD
		STATE:			CT
		ZIP:			06115-0480
		BUSINESS PHONE:		8604035000

	MAIL ADDRESS:	
		STREET 1:		56 PROSPECT STREET
		CITY:			HARTFORD
		STATE:			CO
		ZIP:			06115

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DUFF & PHELPS CORP
		DATE OF NAME CHANGE:	19930328
</SEC-HEADER>
<DOCUMENT>
<TYPE>305B2
<SEQUENCE>1
<DESCRIPTION>FORM T-1
<TEXT>

<PAGE>

                                                        33 Act File No. 33-97292

 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM T-1


                           Statement of Eligibility
                     Under the Trust Indenture Act of 1939
                     of a Corporation Designated to Act as
                                    Trustee


                     Check if an Application to Determine
                 Eligibility of a Trustee Pursuant to Section
                       305(b)(2)          X
                                ------------------------

                         HARRIS TRUST AND SAVINGS BANK
                               (Name of Trustee)

       Illinois                                                  23-1614034
                                                              (I.R.S. Employer
(State of Incorporation)                                     Identification No.)

                111 West Monroe Street, Chicago, Illinois 60603
                   (Address of principal executive offices)


               Daniel G. Donovan, Harris Trust and Savings Bank,
               111 West Monroe Street, Chicago, Illinois, 60603
                                 312-461-2908
          (Name, address and telephone number for agent for service)


                       PHOENIX DUFF & PHELPS CORPORATION
                               (Name of Obligor)

        Delaware                                                  95-4191764
                                                               (I.R.S. Employer
(State of Incorporation)                                     Identification No.)

                              56 Prospect Street
                          Hartford, Connecticut 06115
                   (Address of principal executive offices)

               6% Convertible Subordinated Debentures, Due 2015
                        (Title of indenture securities)
<PAGE>
 
1.   GENERAL INFORMATION.  Furnish the following information as to the Trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

          Commissioner of Banks and Trust Companies, State of Illinois,
          Springfield, Illinois; Chicago Clearing House Association, 164 West
          Jackson Boulevard, Chicago, Illinois; Federal Deposit Insurance
          Corporation, Washington, D.C.; The Board of Governors of the Federal
          Reserve System,Washington, D.C.

     (b)  Whether it is authorized to exercise corporate trust powers.

          Harris Trust and Savings Bank is authorized to exercise corporate
          trust powers.

2.   AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
     describe each such affiliation.

          The Obligor is not an affiliate of the Trustee.

3. thru 15.

          NO RESPONSE NECESSARY

16.  LIST OF EXHIBITS.

     1. A copy of the articles of association of the Trustee as now in effect
        which includes the authority of the trustee to commence business and to
        exercise corporate trust powers.

        A copy of the Certificate of Merger dated April 1, 1972 between Harris
        Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
        constitutes the articles of association of the Trustee as now in effect
        and includes the authority of the Trustee to commence business and to
        exercise corporate trust powers was filed in connection with the
        Registration Statement of Louisville Gas and Electric Company, File No.
        2-44295, and is incorporated herein by reference.

     2. A copy of the existing by-laws of the Trustee.

        A copy of the existing by-laws of the Trustee was filed in connection
        with the Registration Statement of Commercial Federal Corporation, File
        No. 333-20711, and is incorporated herein by reference.

     3. The consents of the Trustee required by Section 321(b) of the Act.

          (included as Exhibit A on page 2 of this statement)

     4. A copy of the latest report of condition of the Trustee published
        pursuant to law or the requirements of its supervising or examining
        authority.

          (included as Exhibit B on page 3 of this statement)
<PAGE>
 
                                   SIGNATURE
                                        

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 10th day of March 1998.

Harris Trust and Savings Bank


By:  /s/ DGDonovan
     ------------------------
     D. G. Donovan
     Assistant Vice President


EXHIBIT A

The consents of the Trustee required by Section 321(b) of the Act.

Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that
reports of examinations of said trustee by Federal and State authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.

Harris Trust and Savings Bank


By:  /s/ DGDonovan
     ------------------------
     D.G. Donovan
     Assistant Vice President

                                       2
<PAGE>
 
EXHIBIT B

Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of December 31, 1997, as published in accordance with
a call made by the State Banking Authority and by the Federal Reserve Bank of
the Seventh Reserve District.

                         [LOGO]  HARRIS BANK
                                        
                         Harris Trust and Savings Bank
                            111 West Monroe Street
                           Chicago, Illinois  60603

of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on December 31, 1997, a state banking institution organized and
operating under the banking laws of this State and a member of the Federal
Reserve System. Published in accordance with a call made by the Commissioner of
Banks and Trust Companies of the State of Illinois and by the Federal Reserve
Bank of this District.

                        Bank's Transit Number 71000288

<TABLE>
<CAPTION>
                                                                                             THOUSANDS
                                    ASSETS                                                   OF DOLLARS

<S>                                                                                 <C>               <C>
Cash and balances due from depository institutions:
       Non-interest bearing balances and currency and coin.....................                       $ 1,252,381
       Interest bearing balances...............................................                       $   598,062
Securities:....................................................................
a.  Held-to-maturity securities                                                                       $         0
b.  Available-for-sale securities                                                                     $ 3,879,399
Federal funds sold and securities purchased under agreements to resell                                $    71,725
Loans and lease financing receivables:
       Loans and leases, net of unearned income................................        $ 8,813,821
       LESS:  Allowance for loan and lease losses..............................        $    99,678
                                                                                   ---------------

       Loans and leases, net of unearned income, allowance, and reserve
       (item 4.a minus 4.b)....................................................                       $ 8,714,143
Assets held in trading accounts................................................                       $   136,538
Premises and fixed assets (including capitalized leases).......................                       $   221,312
Other real estate owned........................................................                       $       642
Investments in unconsolidated subsidiaries and associated companies............                       $       103
Customer's liability to this bank on acceptances outstanding...................                       $    46,480
Intangible assets..............................................................                       $   279,897
Other assets...................................................................                       $   653,101
                                                                                        -------------------------

TOTAL ASSETS                                                                                          $15,853,783
                                                                                        =========================
</TABLE>

                                       3
<PAGE>
 
<TABLE>
<CAPTION>
 
                                  LIABILITIES
<S>                                                                                     <C>           <C>
Deposits:
  In domestic offices...........................................................                      $ 8,926,635
       Non-interest bearing.....................................................        $3,692,891
       Interest bearing.........................................................        $5,233,744
  In foreign offices, Edge and Agreement subsidiaries, and IBF's................                      $ 1,763,669
       Non-interest bearing.....................................................        $   22,211
       Interest bearing.........................................................        $1,741,458
Federal funds purchased and securities sold under agreements to repurchase in
 domestic offices of the bank and of its Edge and Agreement subsidiaries, and
 in IBF's:
  Federal funds purchased & securites sold under agreements to repurchase.......                      $ 2,693,600
Trading Liabilities.............................................................                           82,861
Other borrowed money:
a.  With remaining maturity of one year or less.................................                      $   601,799
b.  With remaining maturity of more than one year...............................                      $         0
Bank's liability on acceptances executed and outstanding........................                      $    46,480
Subordinated notes and debentures...............................................                      $   325,000
Other liabilities...............................................................                      $   134,309
                                                                                        -------------------------

TOTAL LIABILITIES...............................................................                      $14,574,353
                                                                                        =========================

                                EQUITY CAPITAL
Common stock....................................................................                      $   100,000
Surplus.........................................................................                      $   601,026
a.  Undivided profits and capital reserves......................................                      $   573,416
b.  Net unrealized holding gains (losses) on available-for-sale securities......                      $     4,988
                                                                                        -------------------------

TOTAL EQUITY CAPITAL............................................................                      $ 1,279,430
                                                                                        =========================
Total liabilities, limited-life preferred stock, and equity capital.............                      $15,853,783
                                                                                        =========================
</TABLE>

     I, Pamela Piarowski, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.

                               PAMELA PIAROWSKI
                                    1/30/98

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and, to the best of our
knowledge and belief, has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.

          EDWARD W. LYMAN,
          ALAN G. McNALLY,
          RICHARD E. TERRY
                                                                      Directors.

                                       4
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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