SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Pellerin DAVID R.

(Last)

(First)

(Middle)

(Street)

06102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/23/2007

3. Issuer Name and Ticker or Trading Symbol
PHOENIX COMPANIES INC/DE [ PNX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common	7,360.033	D
Common	13,016.894⁽¹⁾	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽²⁾	⁽²⁾	Common	5,000	$0	D
Restricted Stock Units (Employment)	⁽³⁾	⁽³⁾	Common	5,734	$0	D
Stock Option (Right to Buy)	⁽⁴⁾	02/08/2017	Common	20,000	$14.53	D
Stock Option (Right to Buy)	⁽⁵⁾	06/25/2012	Common	20,000	$16.2	D

Explanation of Responses:

1. Represents the Reporting Person's pro rata portion of the stock held in the PNX Common Stock Fund as of the date of the event requiring statement pursuant to the Phoenix Savings and Investment Plan. This information is based on information provided by the Plan Trustee as of that date.

2. Pursuant to the terms of Mr. Pellerin's employment, he received 5,000 Restricted Stock Units ("RSUs"), each representing one share of stock. The RSUs vest on the earlier of (a) February 15, 2010 or (b) a change in control and a termination of Mr. Pellerin's employment other than for cause. In the event the RSUs vest, the underlying shares of common stock will immediately become deliverable, without consideration. Thereafter, the terms of Mr. Pellerin's employment will require him to retain a fixed percentage of the shares in accordance with the ownership levels applicable to him under the Company's stock ownership and retention guidelines. Additionally, pro rata vesting would apply in the event of involuntary termination other than for cause or termination due to death, disability or approved retirement.

3. Pursuant to the terms of Mr. Pellerin's employment, he received 5,734 Restricted Stock Units ("RSUs"), each representing one share of stock. The RSUs vest on the earlier of (a) October 25, 2010 or (b) a change in control. In the event the RSUs vest, the underlying shares of common stock will immediately become deliverable, without consideration. Thereafter, the terms of Mr. Pellerin's employment will require him to retain a fixed percentage of the shares in accordance with the ownership levels applicable to him under the Company's stock ownership and retention guidelines. Additionally, pro rata vesting would apply in the event of involuntary termination other than for cause or termination due to death, disability or approved retirement.

4. The options vest in approximately three equal installments on each of the first three anniversaries of the grant.

5. The options vested in approximately three equal installments on each of the first three anniversaries of the grant.

Remarks:

pellerinpoa.TXT

	/s/ John H. Beers, Attorney-in-Fact	12/03/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.