Exhibit 1

                        Amendment to Declaration of Trust





                          THE PHOENIX EDGE SERIES FUND

                CERTIFICATE OF AMENDMENT TO DECLARATION OF TRUST

         The undersigned, individually as Trustee of The Phoenix Edge Series
Fund (the "Trust"), a Massachusetts business trust organized under a Declaration
of Trust dated February 18, 1986, as amended from time to time (the
"Declaration") and as attorney-in-fact for each of the other Trustees of the
Trust pursuant to the certain Delegation and Power of Attorney dated August 9,
2002, executed by the Trustees, a copy of which is attached hereto, do hereby
certify that at a duly held meeting of the Board of Trustees of the Trust held
on August 9, 2002, at which a quorum was present, the Board of Trustees acting
pursuant to Article VII, Section 7.3 of said Declaration for the purpose of
establishing and designating nine new Series of Shares denominated the
"Phoenix-Kayne Large-Cap Core Series", "Phoenix-Kayne Small-Cap Quality Value
Series", "Phoenix-Lord Abbett Large-Cap Value Series", "Phoenix-Lord Abbett
Mid-Cap Value Series", "Phoenix-Lord Abbett Bond-Debenture Series",
"Phoenix-Lazard International Equity Series", "Phoenix-Lazard Small-Cap Value
Series", "Phoenix-Lazard U.S. Multi-Cap Series" and "Phoenix-State Street
Research Small-Cap Growth Series", unanimously voted to amend said Declaration,
effective as of the date hereof by deleting the first paragraph of Section 4.2
of Article IV thereof and by inserting in lieu of such paragraph the following
paragraph:

         "Without limiting the authority of the Trustees set forth in Section
         4.1 to establish and designate any further Series, the thirty-six
         Series as more particularly described in the Trust's registration
         statement as most recently filed with the Securities and Exchange
         Commission are hereby established and designated."

         Except as hereinbefore and hereinafter modified, the Declaration shall
be, and remain unamended and in full force and effect.

         IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of August,
2002.


                                         /s/ Simon Y. Tan
                                       -----------------------------------------
                                       Simon Y. Tan, individually and as
                                       attorney-in-fact for Frank M. Ellmer,
                                       John A. Fabian, Roger A. Gelfenbien,
                                       Michael J. Gilotti, Eunice S. Groark,
                                       Frank E. Grzelecki, John R. Mallin and
                                       Timothy P. Shriver