EXHIBIT b.2

                               AMENDMENT NO. 1 TO
                           AMENDED & RESTATED BY-LAWS




                                AMENDMENT NO. 1

                                       to

                               AMENDED & RESTATED

                                     BY-LAWS

                                       of

                              PHOENIX EQUITY TRUST

                           A Delaware Statutory Trust

                                   ARTICLE II
                                   ----------

                            Meetings of Shareholders
                            ------------------------

         4. Manner of Giving Notice; Affidavit of Notice. Notice of any meeting
of shareholders shall be given either personally or by mail or telegraphic or
other written communication, charges prepaid, addressed to the Shareholder at
the address of that Shareholder appearing on the books of the Trust or its
transfer agent or given by the Shareholder to the Trust for the purpose of
notice. If no such address appears on the Trust's books or is given, notice
shall be deemed to have been given if sent to that Shareholder by mail or
telegraphic or other written communication to the Trust's principal executive
office, or if published at least once in a newspaper of general circulation in
the county where that office is located. Notice shall be deemed to have been
given at the time when delivered personally or deposited in the mail or sent by
telegram or other means of written communication or, where notice is given by
publication, on the date of publication.

         If any notice addressed to a Shareholder at the address of that
Shareholder appearing on the books of the Trust is returned to the Trust by the
United States Postal Service marked to indicate that the Postal Service is
unable to deliver the notice to the Shareholder at that address, all future
notices or reports shall be deemed to have been duly given without further
mailing if these shall be available to the Shareholder on written demand of the
Shareholder at the principal executive office of the Trust for a period of one
year from the date of the giving of the notice.

         An affidavit of the mailing or other means of giving any notice of any
meeting of Shareholders shall be filed and maintained in the minute book of the
Trust.

Approved:  August 23, 2006