FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   TERINO EDWARD 2. Date of Event Requiring Statement (Month/Day/Year) 11/09/2009 3. Issuer Name and Ticker or Trading Symbol PHOENIX TECHNOLOGIES LTD [PTEC] (Last) (First) (Middle) 25 INDIAN ROCK ROAD, SUITE 23 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Explanation of Responses 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) WINDHAM, NH 03087 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock, $0.001 par value 0 D (1) Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TERINO EDWARD 25 INDIAN ROCK ROAD, SUITE 23 WINDHAM, NH 03087	Â	Â	Â	See Explanation of Responses

Signatures

By: /s/ Owen S. Littman, as Attorney in Fact for Edward Terino		11/12/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	The Reporting Person is a member of a Section 13(d) group with respect to securities of the Issuer that beneficially owns in excess of 10% of the Issuer's outstanding shares of Common Stock. The Reporting Person disclaims beneficial ownership of the shares of the Issuer's Common Stock owned in the aggregate by the other members of the Section 13(d) group except to the extent of his pecuniary interest therein.

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