Exhibit 31.2

                                                   CERTIFICATION


         I, the Chief Financial Officer of The Phoenix Companies, Inc. (the "issuer"), certify that:

         1. I have reviewed this report on Form 10-K of the issuer;

         2. Based on my knowledge, this 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 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 issuer as of, and for, the periods presented in this report;

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

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

         b) evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and

         c) disclosed in this report any change in the issuer's internal control over financial reporting that
occurred during the issuer's most recent fiscal quarter (the issuer's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the issuer's
internal control over financial reporting; and

         5. The issuer's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's
board of directors (or persons performing the equivalent functions):

         a) all significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the issuer's ability to record,
process, summarize and report financial information; and

         b) any fraud, whether or not material, that involves management or other employees who have a
significant role in the issuer's internal control over financial reporting.

Date:        March 15, 2004                                               /s/ Michael E. Haylon
                                                         --------------------------------------------------------
                                                         Michael E. Haylon
                                                         Chief Financial Officer