Ownership Submission
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 *
  Scharfglass Ira
 2. Date of Event Requiring Statement (Month/Day/Year)
07/25/2006		 3. Issuer Name and Ticker or Trading Symbol
PHOENIX TECHNOLOGIES LTD [PTEC]
(Last)
(First)
(Middle)
C/O PHOENIX TECHNOLOGIES, 915 MURPHY RANCH ROAD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President, Engineering
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MILPITAS, CA 95035		 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)

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
ISO - Option - Right to Purchase 12/31/2002(1) 12/31/2012 Common Stock 10,000 $ 5.77 D  
ISO - Option - Right to Purchase 04/01/2003 04/01/2013 Common Stock 3,000 $ 4.06 D  
ISO - Option - Right to Purchase 04/30/2004 04/30/2014 Common Stock 18,000 $ 5.68 D  
ISO - Option - Right to Purchase 10/29/2004 10/29/2014 Common Stock 25,000 $ 6.1 D  
ISO - Option- Right to Purchase 06/30/2005 06/30/2015 Common Stock 9,922 $ 7.78 D  
NQ - Option - Right to Purchase 06/30/2005 06/30/2015 Common Stock 78 $ 7.78 D  
NQ - Option - Right to Purchase 04/14/2006 04/14/2016 Common Stock 12,000 $ 6.08 D  
ISO - Option - Right to Purchase 07/05/2006 07/05/2016 Common Stock 13,590 $ 4.68 D  
NQ - Option - Right to Purchase 07/05/2006 07/05/2016 Common Stock 1,410 $ 4.68 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Scharfglass Ira
C/O PHOENIX TECHNOLOGIES
915 MURPHY RANCH ROAD
MILPITAS, CA 95035		       Vice President, Engineering  

Signatures

Scott C. Taylor by Power of Attorney for Ira Scharfglass 07/27/2006
**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) Mr. Scharfglass exercised 5000 options - 5000 of the 10,000 remain oustanding

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