SecProbe.io

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                                                        1933 Act/Correspondence

                                           December 29, 2004

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:      Phoenix Equity Series Fund
         File No. 333-29043
         Post-Effective Amendment No. 10

To the Commission Staff:

On December 9, 2004, Phoenix Equity Series Fund filed a Post-Effective Amendment
to its Registration Statement on Form N-1A, the purpose of which was supply for
SEC review all disclosures required under recent rulemaking and to make certain
other changes of a non-material nature. This letter is in response to the
comments received on said amendment filing from our examiner, Brion Thompson on
December 22, 2004.

1.       Page 1, Principal Investment Strategies, first paragraph, second
         sentence. We were asked to identify the types of securities that would
         be considered "other equity securities." Since the fund invests only in
         common stocks as its principal investment strategy, we have removed the
         phrase "other equity securities" from this paragraph.

2.       Page 1, Principal Investment Strategies, third paragraph. We were
         requested to include the market cap range for the pool of securities
         from which the fund will select its investments. We have added the
         following sentence to the end of the paragraph: "As of September 30,
         2004, the market capitalization range of the pool of securities from
         which the fund selects its investments was $800 million to $388
         billion."

3.       Our examiner noted that we had not included the disclosure required by
         new Item 4(d). We have inserted the following at the end of the
         italicized paragraph on page 7: "A description of the fund's policies
         and procedures with respect to the disclosure of the fund's portfolio
         securities is also available in the Statement of Additional
         Information."

4.       Page 8, "How is the Share Price Determined?" As required by the
         instruction to Item 6(a)(1), we were requested to provide disclosure as
         to the effects of using fair value pricing. In response, we have added
         the following statement at the end of the subsection entitled "How are
         Securities Fair Valued?" on page 10: "The value of a security as
         determined using the fund's fair valuation procedures may not reflect
         such security's actual value."

5.       Page 18, Disruptive Trading and Market Timing. We were requested to
         provide a response to Item 6(e)(4)(i) as to whether or not the Fund
         discourages frequent purchases and redemptions of Fund shares. We refer
         you to the first sentence in this section: "These funds are not
         suitable for market timers and market timers are discouraged from
         becoming investors." We have also added a phrase in the sentence in the
         third paragraph describing the market timing policies adopted by the
         Board of Trustees to indicate that such policies and procedures are
         "designed to discourage Disruptive Trading."

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6.       Page 18, Disruptive Trading and Market Timing. Our examiner indicated
         that our disclosure was thought to be lacking in a number of areas,
         such as (i) specifying exactly what modifications we may make to
         shareholder exchange privileges; and (ii) specifying whether any
         exchange restrictions are applied uniformly and if not, to disclose
         with specificity when they are not; and (iii) specifying what limits
         are imposed on exchanges and to whom they apply. We have enhanced and
         re-ordered the disclosure as previously provided. We believe that in
         the revised version, the information provided flows more logically,
         which facilitates identification of our disclosure pertaining to each
         of your comments. We believe the revised version of the Disruptive
         Trading and Market Timing disclosure is now fully responsive to the
         SEC's comments, as well as to the requirements of Item 6(e) of Form
         N-1A.

7.       Page 20, Disruptive Trading and Market Timing. We were asked to clarify
         our intentions in the use of the term "person" in the last paragraph.
         We have amended this sentence to read: "The funds do not have any
         arrangements with any person, organization or entity to permit frequent
         purchases and redemptions of fund shares."

8.       Prospectus back cover page. Our examiner noted that the 485(a) filing
         did not include the back cover for the prospectus. Generally, front and
         back covers have been omitted from 485(a) filings, but are always
         included in the 485(b) filing. This method allows us to include the
         prospectus cover showing the prospectus date as it will be printed, a
         date that is not always definitively known at the time of the original
         filing.

9.       SAI, page 12, Disclosure of Fund Holdings. Similar to response #7
         above, our examiner indicated that our disclosure was thought to be
         lacking in a number of areas, such as (i) who is authorized to make
         determinations about releasing fund holdings information; (ii) whether
         there were circumstances when the fund would release holdings
         information without a confidentiality agreement in place; (iii)
         providing greater clarity about restrictions on the use of portfolio
         holdings information; (iv) providing greater clarity about who is
         responsible for monitoring the funds' portfolio holdings disclosure
         policies; (v) providing greater clarity about the Board's role in
         monitoring for potential conflicts of interest and how such conflicts
         are resolved; and (vi) providing a response to Item 11(f)(2). We have
         enhanced and re-ordered the disclosure as previously provided. We
         believe that in the revised version, the information provided flows
         more logically, which facilitates identification of our disclosure
         pertaining to each of your comments. We believe the revised version of
         the Disclosure of Fund Holdings disclosure is now fully responsive to
         the SEC's comments, as well as to the requirements of Item 11(f) of
         Form N-1A.

10.      SAI, page 13, Board of Trustees' Consideration of Advisory Agreement.
         We were requested to revise the disclosure regarding the recent
         contract review meeting to remove the complex-wide disclosure and
         provide disclosure tailored specifically to the fund contained in the
         registration statement. We have revised this section as requested and
         believe the revised version of the Board of Trustees' Consideration of
         Advisory Agreement is now fully responsive to the SEC's comments, as
         well as to the requirements of Item 12(b)(10) of Form N-1A.

Please contact the Ann Spooner at (860) 403-6753 or undersigned at (860)
403-5246 if you have any questions concerning this matter.

                                                     Very truly yours,

                                                     /s/ Matthew A. Swendiman
                                                     Matthew A. Swendiman

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