PHOENIX TECHNOLOGIES LTD, S-8, EX-23.2, 2000-08-03

PHOENIX TECHNOLOGIES LTD
S-8, EX-23.2, 2000-08-03
PREPACKAGED SOFTWARE

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                                                                 EXHIBIT 23.2

                      CONSENT OF INDEPENDENT ACCOUNTANTS

          We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 29, 1998
relating to the consolidated financial statements of Award Software
International, Inc. for the year ended December 31, 1997 which appears in
Phoenix Technologies, Ltd.'s Annual Report on Form 10-K for the year ended
September 30, 1999.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
San Jose, California
August 2, 2000