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

                                                  FORM 10-K/A

                                                  (Mark one)
                   ( X )      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                              SECURITIES EXCHANGE ACT OF 1934

                                 For the fiscal year ended December 31, 2002

                                                       OR

                   (   )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                              SECURITIES EXCHANGE ACT OF 1934

                               For the transition period from ________ TO ________

                                         Commission file number 333-55268

                                           THE PHOENIX COMPANIES, INC.
                              (Exact name of registrant as specified in its charter)

                         Delaware                                                   06-0493340
              (State or other jurisdiction of                          (I.R.S. Employer Identification No.)
              incorporation or organization)

             One American Row, Hartford, Connecticut                                 06102-5056
             (Address of principal executive offices)                                (Zip Code)

                               Registrant's telephone number, including area code
                                                 (860) 403-5000

Securities registered pursuant to Section 12(b) of the Act:

                              Title of each class                    Name of each exchange on which registered
                         Common stock, $.01 par value                         New York Stock Exchange
                 7.45% Quarterly Interest Bonds, due 2032                     New York Stock Exchange
                              7.25% Equity Units                              New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
                                         Stock Purchase Contracts

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety days. YES X NO ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K. [X]

As of February 28, 2003, the aggregate market value of voting common equity held by non-affiliates of the
registrant was $728,592,354 based on the last reported sale price of the registrant's common stock on the New
York Stock Exchange. On February 28, 2003, the registrant had 94,045,583 shares of common stock outstanding.

                                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement to be filed pursuant to Regulation 14A within 120 days
after the end of the registrant's fiscal year are incorporated by reference in Part III.
















                                               EXPLANATORY NOTE


     We are filing an amendment to our Form 10-K for the year ended December 31, 2002 to add the signature of our
Chief Accounting Officer.





                                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 14,
2003.

THE PHOENIX COMPANIES, INC.
(Registrant)

By:   /s/ Dona D. Young
      ----------------
      Dona D. Young,
      President, Chief Executive Officer,
      and Chairman-elect


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below and dated
March 14, 2003 (but in the case of the Chief Accounting Officer, dated March 25, 2003) by the following
persons on behalf of the Registrant and in the capacities indicated.

/s/ Dona D. Young                                      /s/ Gordon J. Davis
- -----------------                                      -------------------
Dona D. Young                                          Gordon J. Davis, Director
President, Chief Executive Officer, Director
and Chairman-elect                                     /s/ Robert W. Fiondella
                                                       -----------------------
/s/ Coleman D. Ross                                    Robert W. Fiondella, Director, Chairman
- -------------------
Coleman D. Ross                                        /s/ Ann M. Gray
Executive Vice President and Chief Financial           ---------------
Officer                                                Ann M. Gray, Director

/s/ Scott R. Lindquist                                 /s/ John E. Haire
- ----------------------                                 -----------------
Scott R. Lindquist                                     John E. Haire, Director
Vice President and Chief Accounting Officer
                                                       /s/ Jerry J. Jasinowski
/s/ Sal H. Alfiero                                     -----------------------
- ------------------                                     Jerry J. Jasinowski, Director
Sal H. Alfiero, Director
                                                       /s/ Thomas S. Johnson
/s/ J. Carter Bacot                                    ---------------------
- -------------------                                    Thomas S. Johnson, Director
J. Carter Bacot, Director
                                                       /s/ John W. Johnstone
/s/ Peter C. Browning                                  ---------------------
- ---------------------                                  John W. Johnstone, Jr., Director
Peter C. Browning, Director
                                                       /s/ Marilyn E. LaMarche
/s/ Arthur P. Byrne                                    -----------------------
- -------------------                                    Marilyn E. LaMarche, Director
Arthur P. Byrne, Director
                                                       /s/ Robert F. Vizza
/s/ Sanford Cloud                                      -------------------
- -----------------                                      Robert F. Vizza, Director
Sanford Cloud, Jr., Director
                                                       /s/ Robert G. Wilson
/s/ Richard N. Cooper                                  --------------------
- ---------------------                                  Robert G. Wilson, Director
Richard N. Cooper, Director



                                                 Certifications

Chief Executive Officer certification, pursuant to Section 302 of The Sarbanes-Oxley Act of 2002, of the Annual
Report on Form 10-K for the year ended December 31, 2002 of The Phoenix Companies, Inc.

I, Dona D. Young, certify that:

1. I have reviewed this annual report on Form 10-K of The Phoenix Companies,Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit
   to state a material fact necessary to make the statements made, in light of the circumstances under which
   such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements and other financial information included in this annual
   report, fairly present in all material respects the financial condition, results of operations and cash
   flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining
   disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
   and have;

   a)   designed such disclosure controls and procedures to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this annual report is being prepared;

   b)   evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date
        within 90 days prior to the filing of this annual report (the "Evaluation Date"); and

   c)   presented in this annual report our conclusions about the effectiveness of the disclosure controls
        and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to
   the registrant's auditors and the audit committee of the registrant's board of directors (or persons
   performing the equivalent function):

   a)   all significant deficiencies in the design or operation of internal controls which could adversely
        effect the registrant's ability to record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weakness in internal controls; and

   b)   any fraud, whether or not material, that involves management or other employees who have a
        significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual report whether there were
   significant changes in internal controls or in other factors that could significantly affect internal
   controls subsequent to the date of our most recent evaluation, including any corrective actions with
   regard to significant deficiencies and material weaknesses.

Date:  March 25, 2003

/s/ Dona D. Young
- ----------------
Dona D. Young
President, Chief Executive Officer and Chairman-elect




Chief Financial Officer certification, pursuant to Section 302 of The Sarbanes-Oxley Act of 2002, of the Annual
Report on Form 10-K for the year ended December 31, 2002 of The Phoenix Companies, Inc.

I, Coleman D. Ross, certify that:

1.   I have reviewed this annual report on Form 10-K of The Phoenix Companies, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit
     to state a material fact necessary to make the statements made, in light of the circumstances under which
     such statements were made, not misleading with respect to the period covered by this annual report;

3.   Based on my knowledge, the financial statements and other financial information included in this annual
     report, fairly present in all material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officer and I are responsible for establishing and maintaining
     disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
     and have;

     a)   designed such disclosure controls and procedures to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date
          within 90 days prior to the filing of this annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the effectiveness of the disclosure controls
          and procedures based on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to
     the registrant's auditors and the audit committee of the registrant's board of directors (or persons
     performing the equivalent function):

     a)   all significant deficiencies in the design or operation of internal controls which could adversely
          effect the registrant's ability to record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weakness in internal controls; and

     b)   any fraud, whether or not material, that involves management or other employees who have a
          significant role in the registrant's internal controls; and

6.   The registrant's other certifying officer and I have indicated in this annual report whether there were
     significant changes in internal controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including any corrective actions with
     regard to significant deficiencies and material weaknesses.

Date:  March 25, 2003

/s/ Coleman D. Ross
- ------------------
Coleman D. Ross
Executive Vice President and Chief Financial Officer