Statement of Changes of Beneficial Ownership

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Ramius LLC	2. Issuer Name and Ticker or Trading Symbol PHOENIX TECHNOLOGIES LTD [ PTEC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 599 LEXINGTON AVENUE, 20TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 10/29/2009
(Street) NEW YORK, NY 10022 (City) (State) (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	10/29/2009		P		6461	A	$2.2122	487800	I	By Ramius Enterprise Master Fund Ltd ⁽³⁾ ⁽⁴⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	10/30/2009		P		2600	A	$2.2000	490400	I	By Ramius Enterprise Master Fund Ltd ⁽³⁾ ⁽⁴⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	10/30/2009		P		5709	A	$2.2064	496109	I	By Ramius Enterprise Master Fund Ltd ⁽³⁾ ⁽⁴⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	10/30/2009		P		29429	A	$2.2393	525538	I	By Ramius Enterprise Master Fund Ltd ⁽³⁾ ⁽⁴⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	11/2/2009		P		2950	A	$2.3787	528488	I	By Ramius Enterprise Master Fund Ltd ⁽³⁾ ⁽⁴⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	11/2/2009		P		29916	A	$2.3950	558404	I	By Ramius Enterprise Master Fund Ltd ⁽³⁾ ⁽⁴⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	11/2/2009		P		3250	A	$2.4000	561654	I	By Ramius Enterprise Master Fund Ltd ⁽³⁾ ⁽⁴⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	10/29/2009		P		24353	A	$2.2122	1744669	I	By Ramius Value & Opportunity Master ⁽⁵⁾ ⁽⁶⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	10/30/2009		P		9800	A	$2.2000	1754469	I	By Ramius Value & Opportunity Master ⁽⁵⁾ ⁽⁶⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	10/30/2009		P		21521	A	$2.2064	1775990	I	By Ramius Value & Opportunity Master ⁽⁵⁾ ⁽⁶⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	10/30/2009		P		110925	A	$2.2393	1886915	I	By Ramius Value & Opportunity Master ⁽⁵⁾ ⁽⁶⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	11/2/2009		P		11121	A	$2.3787	1898036	I	By Ramius Value & Opportunity Master ⁽⁵⁾ ⁽⁶⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	11/2/2009		P		112760	A	$2.3950	2010796	I	By Ramius Value & Opportunity Master ⁽⁵⁾ ⁽⁶⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	11/2/2009		P		12250	A	$2.4000	2023046	I	By Ramius Value & Opportunity Master ⁽⁵⁾ ⁽⁶⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	10/29/2009		P		18886	A	$2.2122	1367458	I	By RCG PB, Ltd ⁽⁷⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	10/30/2009		P		7600	A	$2.2000	1375058	I	By RCG PB, Ltd ⁽⁷⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	10/30/2009		P		16690	A	$2.2064	1391748	I	By RCG PB, Ltd ⁽⁷⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	10/30/2009		P		86024	A	$2.2393	1477772	I	By RCG PB, Ltd ⁽⁷⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	11/2/2009		P		8625	A	$2.3787	1486397	I	By RCG PB, Ltd ⁽⁷⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	11/2/2009		P		87446	A	$2.3950	1573843	I	By RCG PB, Ltd ⁽⁷⁾
Common Stock, $0.001 par value ⁽¹⁾ ⁽²⁾	11/2/2009		P		9500	A	$2.4000	1583343	I	By RCG PB, Ltd ⁽⁷⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 second 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 his or 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 Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). As the sole member of Ramius Advisors, LLC (Ramius Advisors), the investment advisor of Enterprise Master Fund, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the sole member of Ramius, Cowen Group, Inc. (Cowen) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the majority shareholder of Cowen, RCG Holdings LLC (RCG Holdings) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund.
( 4)	(Continued from previous footnote). As the managing members of C4S & Co., L.L.C. (C4S), each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund.
( 5)	Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). As the sole member of RCG Starboard Advisors, LLC (RCG Starboard Advisors), the investment manager of Value and Opportunity Master Fund, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the majority shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.
( 6)	(Continued from previous footnote). As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.
( 7)	Shares of Common Stock beneficially owned by RCG PB, Ltd. (RCG PB). As the sole member of Ramius Advisors, the investment advisor of RCG PB, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the sole member of Ramius, Cowen may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the majority shareholder of Cowen, RCG Holdings may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the managing member of RCG Holdings, C4S may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the managing members of C4S, each of Messrs. Cohen, Stark, Solomon and Strauss 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 AVENUE 20TH FLOOR NEW YORK, NY 10022		X
C4S & CO LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK, NY 10022		X
COHEN PETER A C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK, NY 10022		X		See Explanation of Responses
STARK MORGAN B C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK, NY 10022		X		See Explanation of Responses
STRAUSS THOMAS W C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK, NY 10022		X		See Explanation of Responses
SOLOMON JEFFREY M C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR NEW YORK, NY 10022		X		See Explanation of Responses
COWEN GROUP, INC. C/O RAMIUS LLC 599 LEXINGTON AVENUE NEW YORK, NY 10022		X
RCG HOLDINGS LLC C/O RAMIUS LLC 599 LEXINGTON AVENUE NEW YORK, NY		X

Signatures
By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory		11/3/2009
^** Signature of Reporting Person		Date
By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member		11/3/2009
^** Signature of Reporting Person		Date
By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen		11/3/2009
^** Signature of Reporting Person		Date
By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark		11/3/2009
^** Signature of Reporting Person		Date
By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss		11/3/2009
^** Signature of Reporting Person		Date
By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon		11/3/2009
^** Signature of Reporting Person		Date
By: Cowen Group, Inc.; By: /s/ Owen S. Littman, Authorized Signatory		11/3/2009
^** Signature of Reporting Person		Date
By: RCG Holdings 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 4(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.
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