EX-99.77B ACCT LTTR

                        EXHIBIT INDEX

Exhibit A: Attachment to item 77B:
           Accountants report on internal control

Attachment to item 77Q3:
 NSAR certification - filed as:  EX-99.77Q3 CERT

- -------------------------------------------------------

Exhibit A:
Report of Independent Accountants

To the Board of Trustees and Shareholders of
Phoenix-Seneca Fund

In planning and performing our audit of the financial
statements of the Phoenix-Seneca Bond Fund, Phoenix-Seneca
Mid Cap "EDGE" Fund and Phoenix-Seneca Real Estate
Securities Fund (constituting the Phoenix-Seneca Funds,
hereinafter referred to as the "Fund") for the year ended
September 30, 2002, we considered its internal control,
including control activities for safeguarding securities, in
order to determine our auditing procedures for the purpose
of expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, not to provide
assurance on internal control.

The management of the Trust is responsible for establishing
and maintaining internal control.  In fulfilling this
responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs
of controls.  Generally, controls that are relevant to an
audit pertain to the entity's objective of preparing
financial statements for external purposes that are fairly
presented in conformity with generally accepted accounting
principles.  Those controls include the safeguarding of
assets against unauthorized acquisition, use or disposition.

Because of inherent limitations in internal control, errors
or fraud may occur and not be detected.  Also, projection of
any evaluation of internal control to future periods is
subject to the risk that controls may become inadequate
because of changes in conditions or that the effectiveness
of their design and operation may deteriorate.

Our consideration of internal control would not necessarily
disclose all matters in internal control that might be
material weaknesses under standards established by the
American Institute of Certified Public Accountants.  A
material weakness is a condition in which the design or
operation of one or more of the internal control components
does not reduce to a relatively low level the risk that
misstatements caused by error or fraud in amounts that would
be material in relation to the financial statements being
audited may occur and not be detected within a timely period
by employees in the normal course of performing their
assigned functions.  However, we noted no matters involving
internal control and its operation, including controls for
safeguarding securities, that we consider to be material
weaknesses as defined above as of September 30, 2002.

This report is intended solely for the information and use
of the Board of Trustees, management and the Securities and
Exchange Commission and is not intended to be and should not
be used by anyone other than these specified parties.

PricewaterhouseCoopers LLP
Boston, MA
November 13, 2002

EX-99.77Q3 CERT

EXHIBIT 77Q3 TO FORM N-SAR

Registrant Name: Phoenix Seneca Funds
File Number: 811-7455
Registrant CIK Number: 0001005020

Sub-Item 77Q3

(a) (i)	The Principal Executive and Financial Officers
concluded that the Registrant's Disclosure Controls and
Procedures are effective based on their evaluation of the
Disclosure Controls and Procedures as of a date within 90
days of the filing date of this report.

(a) (ii)	 There were no significant changes in Registrant's
internal controls or in other factors that could
significantly affect those controls subsequent to the
date of their evaluation, including any corrective
actions with regard to significant deficiencies or
material weaknesses.

(a) (iii) Certifications:

                   CERTIFICATIONS

I, Philip R. McLoughlin, certify that:

1. I have reviewed this report on Form N-SAR of Phoenix
Seneca Funds;

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 information included
in this report, and the financial statements on which the
financial information is based, fairly present in all
material respects the financial condition, results of
operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of
cash flows) of the registrant as of, and for, the periods
presented in this report;

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in rule 30a-2(c) under
the Investment Company Act) 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 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 date of this report (the
"Evaluation Date"); and

c) presented in this 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 officers 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 functions):

a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses 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 officers and I have
indicated in this report whether or not 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: November 29, 2002
/s/Philip R. McLoughlin
Chairman


                      CERTIFICATIONS

I, Nancy G. Curtiss, certify that:


1. I have reviewed this report on Form N-SAR of Phoenix
Seneca Funds;

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 information included
in this report, and the financial statements on which the
financial information is based, fairly present in all
material respects the financial condition, results of
operations, changes in net assets, and cash flows (if the
financial statements are required to include a statement of
cash flows) of the registrant as of, and for, the periods
presented in this report;

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in rule 30a-2(c) under
the Investment Company Act) 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 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 date of this report (the
"Evaluation Date"); and

c) presented in this 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 officers 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 functions):

a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses 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 officers and I have
indicated in this report whether or not 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: November 29, 2002
/s/Nancy G. Curtiss
Treasurer

- - - - - - -

Because the electronic format for filing Form N-SAR does not
provide adequate space for responding to Items 72DD1, 72DD2,
73A1, 73A2, 74U1, 74U2, 74V1 and 74V2 correctly, the correct
answers are as follows:

72DD1/72DD2-
Series 2
Class X, A, B, C is zero
Series 3
Class X $2300, A $841, B $375, C $187
Series 4
Class X $800, A $73, B $16, C $17

73A1/73A2
Series 2-
Class X, A, B, C is zero
Series 3
Class X $0.49,A $0.47, B $0.43, C $0.43
Series 4
Class X $0.53, A $0.35, B $0.24, C $0.24

74U1/74U2-
Series 2-
Class X 897, Class A 5418, Class B 1916, Class C 2659
Series 3
Class X 4680, Class A 2052, Class B 996, Class C 498
Series 4
Class X 1457, Class A 213, Class B 84, Class C 100

74V1/74V2-
Series 2-
Class X $12.51, Class A $12.25, Class B $11.78, Class C $11.78
Series 3
Class X $10.39, Class A $10.29, Class B $10.13, Class C $10.15
Series 4
Class X $12.07, Class A $11.78, Class B $11.74, Class C $11.75