Ownership Submission
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

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. 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 (Month/Day/Year)
05/02/2008
(Street)

NEW YORK, NY 10022
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value 05/02/2008   S   4,800 D $ 11.9038 439,225 I By Parche, LLC (1)
Common Stock, $0.001 par value 05/05/2008   S   1,600 D $ 11.8405 437,625 I By Parche, LLC (1)
Common Stock, $0.001 par value 05/06/2008   S   3,602 D $ 11.9334 434,023 I By Parche, LLC (1)
Common Stock, $0.001 par value 05/02/2008   S   25,200 D $ 11.9038 2,305,937 I By Starboard Value (2)
Common Stock, $0.001 par value 05/05/2008   S   8,400 D $ 11.8405 2,297,537 I By Starboard Value (2)
Common Stock, $0.001 par value 05/06/2008   S   18,909 D $ 11.9334 2,278,628 I By Starboard Value (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) 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
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    
Starboard Value & Opportunity Fund, LLC
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    
Parche, LLC
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    
RCG STARBOARD ADVISORS, 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 AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    
STARK MORGAN B
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    
SOLOMON JEFFREY M
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    
STRAUSS THOMAS W
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    
RCG Enterprise Ltd
599 LEXINGTON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
    X    

Signatures

 By: Ramius LLC By: /s/ Owen S. Littman, Authorized Signatory   05/06/2008
**Signature of Reporting Person Date

 By: Starboard Value and Opportunity Master By: /s/ Owen S. Littman, Authorized Signatory   05/06/2008
**Signature of Reporting Person Date

 By: Parche, LLC By: /s/ Owen S. Littman, Authorized Signatory   05/06/2008
**Signature of Reporting Person Date

 By: RCG Starboard Advisors, LLC By: /s/ Owen S. Littman, Authorized Signatory   05/06/2008
**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   05/06/2008
**Signature of Reporting Person Date

 By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen   05/06/2008
**Signature of Reporting Person Date

 By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark   05/06/2008
**Signature of Reporting Person Date

 By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon   05/06/2008
**Signature of Reporting Person Date

 By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss   05/06/2008
**Signature of Reporting Person Date

 By: RCG Enterprise, Ltd By: /s/ Owen S. Littman, Authorized Signatory   05/06/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares owned directly by Parche, LLC (Parche). RCG Enterprise, Ltd, as the sole non-managing member of Parche and owner of all economic interests therein, may be deemed to beneficially own the Shares owned by Parche. As the managing member of Parche, RCG Starboard Advisors, LLC (Starboard Advisors), may be deemed to beneficially own the Shares owned by Parche. As the sole member of Starboard Advisors, Ramius LLC (Ramius) may be deemed to beneficially own the Shares owned by Parche. As the managing member of Ramius, C4S & Co., L.L.C. (C4S), may be deemed to beneficially own the Shares owned by Parche. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the Shares owned by Parche. Each of Messrs. Cohen, Stark, Solomon and Strauss, Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
(2) Shares owned directly by Starboard Value and Opportunity Master Fund, Ltd. (Starboard). As the investment manager of Starboard, Starboard Advisors may be deemed to beneficially own the Shares owned by Starboard. As the sole member of Starboard Advisors, Ramius may be deemed to beneficially own the Shares owned by Starboard. As the managing member of Ramius, C4S may be deemed to beneficially own the Shares owned by Starboard. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the Shares owned by Starboard. Each of Messrs. Cohen, Stark, Solomon and Strauss, Starboard Advisors, Ramius and C4S disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

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