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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 Stock Plan of Phoenix Technologies
Ltd. of our report dated October 19, 2000, 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, 2000, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
January 15, 2001
