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 *   RAMIUS CAPITAL GROUP LLC 2. Date of Event Requiring Statement (Month/Day/Year) 07/13/2006 3. Issuer Name and Ticker or Trading Symbol PHOENIX TECHNOLOGIES LTD [PTEC] (Last) (First) (Middle) 666 THIRD AVENUE, 26TH FLOOR,  4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10017 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 528,470 (1) I (2) By Parche, LLC Common Stock, $0.001 par value 2,774,471 (1) I (3) By Starboard Value (4)

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
RAMIUS CAPITAL GROUP LLC 666 THIRD AVENUE, 26TH FLOOR NEW YORK, NY 10017	Â	  X	Â	Â
Starboard Value & Opportunity Fund, LLC 666 THIRD AVENUE, 26TH FLOOR NEW YORK, NY 10017	Â	  X	Â	Â
Parche, LLC 666 THIRD AVENUE, 26TH FLOOR NEW YORK, NY 10017	Â	  X	Â	Â
Admiral Advisors, LLC 666 THIRD AVENUE, 26TH FLOOR NEW YORK, NY 10017	Â	  X	Â	Â
C4S & CO LLC 666 THIRD AVENUE, 26TH FLOOR NEW YORK, NY 10017	Â	  X	Â	Â
COHEN PETER A C/O RAMIUS CAPITAL GROUP, L.L.C. 666 THIRD AVENUE, 26TH FLOOR NEW YORK, NY 10017	Â	  X	Â	Â
STARK MORGAN B C/O RAMIUS CAPITAL GROUP, L.L.C. 666 THIRD AVENUE, 26TH FLOOR NEW YORK, NY 10017	Â	  X	Â	Â
SOLOMON JEFFREY M C/O RAMIUS CAPITAL GROUP, L.L.C. 666 THIRD AVENUE, 26TH FLOOR NEW YORK, NY 10017	Â	  X	Â	Â
STRAUSS THOMAS W C/O RAMIUS CAPITAL GROUP, L.L.C. 666 THIRD AVENUE, 26TH FLOOR NEW YORK, NY 10017	Â	  X	Â	Â

Signatures

By: By: C4S & Co., L.L.C., managing member, /s/ Jeffrey M. Solomon, authorized signatory		07/24/2006
**Signature of Reporting Person		Date
By: By: Jeffrey M. Solomon, authorized signatory		07/24/2006
**Signature of Reporting Person		Date
By: By: Admiral Advisors, its managing member, By: /s/ Jeffrey M. Solomon, authorized signatory		07/24/2006
**Signature of Reporting Person		Date
By: By: Jeffrey M. Solomon, authorized signatory		07/24/2006
**Signature of Reporting Person		Date
By: By: Jeffrey M. Solomon, authorized signatory		07/24/2006
**Signature of Reporting Person		Date
/s/ Cohen, Peter A.		07/24/2006
**Signature of Reporting Person		Date
/s/ Stark, Morgan B.		07/24/2006
**Signature of Reporting Person		Date
/s/ Solomon, Jeffrey M.		07/24/2006
**Signature of Reporting Person		Date
/s/ Strauss, Thomas W.		07/24/2006
**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 Persons are members of a 13(d) group that collectively owns approximately 13.8% of the outstanding shares of the Issuer.
(2)	Consists of shares of Common Stock held by Parche, LLC (Parche). Each of Messrs. Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss is an authorized signatory for Admiral Advisors, LLC (Admiral), the managing member of Parche, and is also a managing member of C4S & Co, L.L.C. (C4S), the managing member of Ramius Capital Group, LLC (Ramius). Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, C4S and Admiral may be deemed to be the beneficial owner of the shares held by Parche. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, C4S and Admiral disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(3)	Consists of shares of Common Stock held by Starboard Value and Opportunity Master Fund Ltd. (Starboard). Each of Messrs. Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss is an authorized signatory for Admiral Advisors, LLC (Admiral), the investment manager for Starboard, and is also a managing member of C4S & Co, L.L.C. (C4S), the managing member of Ramius Capital Group, LLC (Ramius). Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, C4S and Admiral may be deemed to be the beneficial owner of the shares held by Starboard. Each of Messrs. Cohen, Stark, Solomon and Strauss, Ramius, C4S and Admiral disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(4)	Starboard Value and Opportunity Master Fund Ltd.

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