Initial Statement of Beneficial Ownership

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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

1. Name and Address of Reporting Person ^*
Ramius LLC
2. Date of Event Requiring Statement (MM/DD/YYYY) 10/29/2009
3. Issuer Name and Ticker or Trading Symbol
PHOENIX TECHNOLOGIES LTD [PTEC]

(Last)        (First)        (Middle)
599 LEXINGTON AVE., 20TH FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)
NEW YORK, NY 10022

(City)              (State)              (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

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 ⁽¹⁾ ⁽²⁾ 481339 I By Ramius Enterprise Master Fund Ltd ⁽³⁾

Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾ 1720316 I By Ramius Value & Opportunity Master ⁽⁴⁾

Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾ 1348572 I By RCG PB, Ltd ⁽⁵⁾

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 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

Explanation of Responses:

( 1) Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission.

( 2) Each Reporting Person (other than Ramius Enterprise Master Fund Ltd, Ramius Value and Opportunity Master Fund Ltd and RCG PB, Ltd) disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

( 3) Shares of Common Stock beneficially owned by Enterprise Master Fund Ltd (Enterprise Master Fund). Ramius Advisors, LLC (Ramius Advisors), as the investment advisor of Enterprise Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Ramius LLC (Ramius), as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund.

( 4) Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). As the investment manager of Value and Opportunity Master Fund, RCG Starboard Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. Ramius, as the sole member of RCG Starboard Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.

( 5) Shares of Common Stock beneficially owned by RCG PB, Ltd. (RCG PB). Ramius Advisors, as the investment advisor of RCG PB, may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

Ramius LLC
599 LEXINGTON AVE.
20TH FLOOR
NEW YORK, NY 10022
X

RAMIUS ADVISORS LLC
C/O RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR
NEW YORK, NY 10022
X

RCG PB, Ltd
C/O RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR
NEW YORK, NY 10022
X

RAMIUS VALUE & OPPORTUNITY MASTER FUND LTD
C/O RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR
NEW YORK, NY 10022
X

RAMIUS ENTERPRISE MASTER FUND LTD
CITCO FUND SERVICES LIMITED
CORPORATE CENTER, WEST BAY ROAD
GRAND CAYMAN
X

RCG STARBOARD ADVISORS, LLC
C/O RAMIUS LLC
599 LEXINGTON AVE., 20TH FLOOR
NEW YORK, NY 10022
X

Signatures

By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory 11/3/2009

^** Signature of Reporting Person Date

By: Ramius Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory 11/3/2009

^** Signature of Reporting Person Date

By: RCG PB, Ltd.; By: /s/ Owen S. Littman, Authorized Signatory 11/3/2009

^** Signature of Reporting Person Date

By: Ramius Value and Opportunity Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 11/3/2009

^** Signature of Reporting Person Date

By: Ramius Enterprise Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory 11/3/2009

^** Signature of Reporting Person Date

By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory 11/3/2009

^** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table I - Non-Derivative Securities Beneficially Owned
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	481339	I	By Ramius Enterprise Master Fund Ltd ⁽³⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	1720316	I	By Ramius Value & Opportunity Master ⁽⁴⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	1348572	I	By RCG PB, Ltd ⁽⁵⁾


                                                                    Exhibit 24.1




                                POWER OF ATTORNEY


The  undersigned  hereby appoints Peter A. Cohen,  Morgan B. Stark,  Thomas W.
Strauss,  Jeffrey M. Solomon, Marran H. Ogilvie and Owen S. Littman, or any of
them,  his true and lawful  attorney-in  fact and agent to execute for, and on
behalf of, the  undersigned  all Forms 3, 4 and 5 required  to be filed  under
Section 16(a) of the Securities  Exchange Act of 1934 and the rules thereunder
as a result of the undersigned's  beneficial ownership of, or participation in
a group with respect to, securities directly or indirectly  beneficially owned
by Ramius Capital Group,  L.L.C. or any of its  affiliates,  and granting unto
said  attorney-in-fact  and agent full power and  authority  to do and perform
each and  every  act and thing  which he might or could do in  person,  hereby
ratifying  and  confirming  all  that  said  attorney-in-fact  and  agent  may
lawfully do or cause to be done by virtue  hereof.  The  authority of Peter A.
Cohen,  Morgan B. Stark,  Thomas W.  Strauss,  Jeffrey M.  Solomon,  Marran H.
Ogilvie  and Owen S.  Littman,  or any of them,  under this Power of  Attorney
shall remain in full force and effect until  revoked by the  undersigned  in a
signed writing delivered to the foregoing attorneys-in-fact.

Date: August 16, 2007


                                       /s/ Peter A. Cohen
                                       ---------------------------------------
                                       Peter A. Cohen


                                       /s/ Morgan B. Stark
                                       ---------------------------------------
                                       Morgan B. Stark


                                       /s/ Jeffrey M. Solomon
                                       ---------------------------------------
                                       Jeffrey M. Solomon


                                       /s/ Thomas W. Strauss
                                       ---------------------------------------
                                       Thomas W. Strauss

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 ⁽¹⁾ ⁽²⁾	481339	I	By Ramius Enterprise Master Fund Ltd ⁽³⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	1720316	I	By Ramius Value & Opportunity Master ⁽⁴⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	1348572	I	By RCG PB, Ltd ⁽⁵⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		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)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:
( 1)	Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission.
( 2)	Each Reporting Person (other than Ramius Enterprise Master Fund Ltd, Ramius Value and Opportunity Master Fund Ltd and RCG PB, Ltd) disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
( 3)	Shares of Common Stock beneficially owned by Enterprise Master Fund Ltd (Enterprise Master Fund). Ramius Advisors, LLC (Ramius Advisors), as the investment advisor of Enterprise Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Ramius LLC (Ramius), as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund.
( 4)	Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). As the investment manager of Value and Opportunity Master Fund, RCG Starboard Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. Ramius, as the sole member of RCG Starboard Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.
( 5)	Shares of Common Stock beneficially owned by RCG PB, Ltd. (RCG PB). Ramius Advisors, as the investment advisor of RCG PB, may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ramius LLC 599 LEXINGTON AVE. 20TH FLOOR NEW YORK, NY 10022		X
RAMIUS ADVISORS LLC C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK, NY 10022		X
RCG PB, Ltd C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK, NY 10022		X
RAMIUS VALUE & OPPORTUNITY MASTER FUND LTD C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK, NY 10022		X
RAMIUS ENTERPRISE MASTER FUND LTD CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN		X
RCG STARBOARD ADVISORS, LLC C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK, NY 10022		X

Signatures
By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory		11/3/2009
^** Signature of Reporting Person		Date
By: Ramius Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory		11/3/2009
^** Signature of Reporting Person		Date
By: RCG PB, Ltd.; By: /s/ Owen S. Littman, Authorized Signatory		11/3/2009
^** Signature of Reporting Person		Date
By: Ramius Value and Opportunity Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory		11/3/2009
^** Signature of Reporting Person		Date
By: Ramius Enterprise Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory		11/3/2009
^** Signature of Reporting Person		Date
By: RCG Starboard Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory		11/3/2009
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.