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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Amended 1991 Employee Stock Purchase
Plan of Phoenix Technologies Ltd. of our report dated October 20, 1999, with
respect to the consolidated financial statements and schedule of Phoenix
Technologies Ltd. included in its Annual Report (Form 10-K) for the year ended
September 30, 1999, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
June 5, 2000
