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
                                                                                  
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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,  		3. Date of Earliest Transaction (MM/DD/YYYY)

12/2/2009
(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)
Code V Amount (A) or (D) Price
Common Stock, $0.001 Par Value   (1) (2) 12/2/2009     P    1573   A $2.70   671383   I   By Ramius Enterprise Master Fund Ltd   (3) (4)
Common Stock, $0.001 Par Value   (1) (2) 12/2/2009     P    4927   A $2.7003   676310   I   By Ramius Enterprise Master Fund Ltd   (3) (4)
Common Stock, $0.001 Par Value   (1) (2) 12/3/2009     P    3250   A $2.70   679560   I   By Ramius Enterprise Master Fund Ltd   (3) (4)
Common Stock, $0.001 Par Value   (1) (2) 12/3/2009     P    572   A $2.6851   680132   I   By Ramius Enterprise Master Fund Ltd   (3) (4)
Common Stock, $0.001 Par Value   (1) (2) 12/3/2009     P    3133   A $2.6939   683265   I   By Ramius Enterprise Master Fund Ltd   (3) (4)
Common Stock, $0.001 Par Value   (1) (2) 12/2/2009     P    5929   A $2.70   2436635   I   By Ramius Value and Opportunity Master Fund Ltd   (5) (6)
Common Stock, $0.001 Par Value   (1) (2) 12/2/2009     P    18571   A $2.7003   2455206   I   By Ramius Value and Opportunity Master Fund Ltd   (5) (6)
Common Stock, $0.001 Par Value   (1) (2) 12/3/2009     P    12250   A $2.70   2467456   I   By Ramius Value and Opportunity Master Fund Ltd   (5) (6)
Common Stock, $0.001 Par Value   (1) (2) 12/3/2009     P    2156   A $2.6851   2469612   I   By Ramius Value and Opportunity Master Fund Ltd   (5) (6)
Common Stock, $0.001 Par Value   (1) (2) 12/3/2009     P    11809   A $2.6939   2481421   I   By Ramius Value and Opportunity Master Fund Ltd   (5) (6)
Common Stock, $0.001 Par Value   (1) (2) 12/2/2009     P    4598   A $2.70   1904082   I   By RCG PB, Ltd   (7)
Common Stock, $0.001 Par Value   (1) (2) 12/2/2009     P    14402   A $2.7003   1918484   I   By RCG PB, Ltd   (7)
Common Stock, $0.001 Par Value   (1) (2) 12/3/2009     P    9500   A $2.70   1927984   I   By RCG PB, Ltd   (7)
Common Stock, $0.001 Par Value   (1) (2) 12/3/2009     P    1672   A $2.6851   1929656   I   By RCG PB, Ltd   (7)
Common Stock, $0.001 Par Value   (1) (2) 12/3/2009     P    9158   A $2.6939   1938814   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)
Code V (A) (D) 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 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 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 & Co., L.L.C. (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, 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
Director 10% Owner Officer Other
Ramius LLC
599 LEXINGTON AVENUE
NEW YORK, NY 10022
X

C4S & CO LLC
C/O RAMIUS LLC,
599 LEXINGTON AVENUE
NEW YORK, NY 10022
X

COHEN PETER A
C/O RAMIUS LLC,
599 LEXINGTON AVENUE
NEW YORK, NY 10022
X

SOLOMON JEFFREY M
C/O RAMIUS LLC,
599 LEXINGTON AVENUE
NEW YORK, NY 10022
X

STARK MORGAN B
C/O RAMIUS LLC,
599 LEXINGTON AVENUE
NEW YORK, NY 10022
X

STRAUSS THOMAS W
C/O RAMIUS LLC,
599 LEXINGTON AVENUE
NEW YORK, NY 10022
X

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 10022
X


Signatures
/s/ Owen S. Littman, Authorized Signatory 12/4/2009
** Signature of Reporting Person Date

/s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, Managing Member 12/4/2009
** Signature of Reporting Person Date

/s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen 12/4/2009
** Signature of Reporting Person Date

/s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon 12/4/2009
** Signature of Reporting Person Date

/s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark 12/4/2009
** Signature of Reporting Person Date

/s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss 12/4/2009
** Signature of Reporting Person Date

/s/ Owen S. Littman, Authorized Signatory 12/4/2009
** Signature of Reporting Person Date

/s/ Owen S. Littman, Authorized Signatory 12/4/2009
** 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.
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.
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