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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 1999 Director Option 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
July 31, 2000
