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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 13F

                               Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: March 31, 2008

Check here if Amendment [_] Amendment Number:
                                              -----------

This Amendment (Check only one.): [_] is a restatement.
                                  [_] adds new holdings entries.

Institutional Investment Manager Filing this Report:
Name:    Phoenix Life Insurance Company
Address: One American Row, Hartford, CT 06102-5056

Form 13F File Number: 28-3340

The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:  John H. Beers
Title: Vice President and Secretary
Phone: (860) 403-5050

Signature, Place and Date of Signing:


/s/ John H. Beers   Hartford, CT    May 9, 2008
- -----------------   -------------   -----------
   (Signature)      (City, State)      (Date)




All securities with respect to Phoenix Life Insurance Company exercising
investment discretion are reported herein. Phoenix Life Insurance Company is
affiliated through its parent company, The Phoenix Companies, Inc., with several
other institutional managers that manage client assets on a discretionary basis.
These entities manage client's securities independently and do not share
investment discretion with Phoenix Life Insurance Company. Accordingly, each
advisory subsidiary is filing a separate Form 13F Holdings Report governing its
activities. Such securities are not included in this report.

The following is a list of other managers that are filing separate reports for
their organization:

Manager:                            Form 13F File Number:

Phoenix Investment Counsel, Inc.    028-85

Report Type (Check only one.):

[_]  13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
     are reported in this report.)

[_]  13F NOTICE. (Check here if no holdings reported are in this report, and all
     holdings are reported by other reporting manager(s).)

[X]  13F COMBINATION REPORT. (Check here if a portion of the holdings for this
     reporting manager are reported in this report and a portion are reported by
     other reporting manager(s).)




                              Form 13F Summary Page

                                 Report Summary:

Number of Other Included Managers: 0

Form 13F Information Table Entry Total: 1

Form 13F Information Table Value Total: $20,855.39
List of Other Included Managers:

Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.






                                                     FAIR   SHARES OR                                      VOTING
                               TITLE OF   CUSIP     MARKET  PRINCIPAL                 INVESTMENT          AUTHORITY SHARED
          NAME OF ISSUER        CLASS     NUMBER    VALUE    AMOUNTS  SH/PRN PUT/CALL DISCRETION MANAGERS  SOLE(A)   (B)   NONE (C)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                          
1 Newtek Business Services Inc  COMMON  652526104 20,855.39 21,281.00 SH               20,855.39        1 SOLE