SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GERACI DANIEL T (Last) (First) (Middle) ONE AMERICAN ROW (Street) HARTFORD CT 06102-5056 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PHOENIX COMPANIES INC/DE [ PNX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 09/07/2006
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	09/07/2006		A		21,675(1)	A	$0	164,666.61(2)	D
Common	09/07/2006		F		8,984.287	D	$0	155,682.323	D
Common								1,368.437(3)	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (Employment)	(4)							(4)	(4)	Common	127,502.23		127,502.23	D
Restricted Stock Units (Transition)	(5)							(5)	(5)	Common	11,606		11,606	D
Stock Option (Right to Buy)	$7.93							(6)	05/12/2013	Common	50,000		50,000	D

Explanation of Responses:

1. Awarded upon the partial achievement of performance objectives (approximately 6% of maximum potential award) established pursuant to the terms and conditions of that certain Offer Letter dated April 14, 2003 from The Phoenix Companies, Inc. to Daniel T. Geraci.

2. Includes 4,583.747 shares acquired through The Phoenix Employee Stock Purchase Plan.

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

4. Pursuant to the terms of Mr. Geraci's employment, he received 255,004.4626 restricted stock units ("RSUs"), each representing one share of stock. The RSUs vested on May 12, 2006. The underlying shares of common stock became deliverable, without consideration, on June 26, 2006. Pursuant to a previous election, Mr. Geraci received shares of stock for 50 percent of such RSUs and deferred receipt of shares for the remaining RSUs.

5. In accordance with the Company's 2003 Restricted Stock, Restricted Stock Unit and Long-Term Incentive Plan approved by the shareholders, the Reporting Person received the reported Restricted Stock Units ("RSUs") pursuant to a one-time transition incentive award. Each RSU represents one share of stock. The RSUs vest on the earlier of (a) three approximately equal installments on March 1, 2007 and on the first and second anniversaries thereof or (b) (1) a change in control and (2) a termination of the Reporting Person's employment by the Reporting Person for good reason or by the Company other than for cause. Additionally, pro rata vesting would apply in the event of death, disability or approved retirement. Subject to any election to defer, the underlying shares of common stock will be issued, without consideration, if, as and when they vest. Thereafter, the Reporting Person is required to retain a fixed percentage of the shares.

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

Remarks:

	/s/ John H. Beers, Attorney-in-Fact	09/11/2006
	** 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 4 (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).
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