<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 2000
                                                         REGISTRATION NO. 333-
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                      ----------------------------------

                                   FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                      ----------------------------------

                            PHOENIX TECHNOLOGIES LTD.
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                      ----------------------------------

            DELAWARE                                        04-2685985
  (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

                            411 E. PLUMERIA DRIVE
                              SAN JOSE, CA 95134

                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                      ----------------------------------

                           1999 DIRECTOR OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                      ----------------------------------
                                ALBERT E. SISTO
                            CHIEF EXECUTIVE OFFICER
                           PHOENIX TECHNOLOGIES LTD.
                              411 E. PLUMERIA DRIVE
                                SAN JOSE, CA 95134
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                (408) 570-1000
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPY TO:

                             ALAN TALKINGTON, ESQ.
                      ORRICK, HERRINGTON & SUTCLIFFE LLP
                       OLD FEDERAL RESERVE BANK BUILDING
                               400 SANSOME STREET
                      SAN FRANCISCO, CALIFORNIA 94111-3143
                               (415) 392-1122

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================= ==================== =================== ===================== ==================
                                                AMOUNT              PROPOSED             PROPOSED            AMOUNT OF
                                                 TO BE          MAXIMUM OFFERING     MAXIMUM AGGREGATE      REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED        REGISTERED       PRICE PER SHARE (1)  OFFERING PRICE (1)          FEE
----------------------------------------- -------------------- -------------------- -------------------- -------------------
<S>                                       <C>                  <C>                  <C>                  <C>
                                                80,000              $15.4375             $1,235,000
Common Stock, (2)                               30,000              $11.5000               $345,000
     par value $.001 per share......            40,000              $16.5000               $660,000
                                                                                        ===========
                                                                                         $2,240,000           $591.36
========================================= ==================== =================== ===================== ==================
</TABLE>
(1)  Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
     and the proposed maximum aggregate offering price have been calculated on
     the basis of $16.50 per share, the average of the high and low price of the
     Common Stock on the Nasdaq National Market on July 28, 2000 with respect to
     40,000 shares, and on the basis of the exercise price of options previously
     granted with respect to 110,000 shares.
(2)  Includes Preferred Stock Purchase Rights which, prior to the occurrence of
     certain events, will not be exercisable or evidenced separately from the
     Common Stock.

==============================================================================



<PAGE>

                                    PART I

ITEM 1.  PLAN INFORMATION *

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION *

* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note
to Part I of Form S-8.

                                    PART II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the Securities
and Exchange Commission are hereby incorporated by reference in this
Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1999.

         (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1999 and March 31, 2000.

         (c) The description of Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A, including any subsequent
amendment or report filed for the purpose of updating such information.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") shall be deemed incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents until a post-effective amendment of this Registration Statement is
filed which indicates that all securities being offered hereby have been sold
or which deregisters all securities then remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

         Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law grants to each
corporation organized thereunder the power to indemnify its officers and
directors for certain acts. Article TENTH of the Registrant's Restated
Certificate of Incorporation sets forth the extent to which officers and
directors of the Registrant may be indemnified against any liabilities which
they may incur in their capacities as directors or officers of the
Registrant. Article TENTH provides, in part, that each person who was or is
made a party or is threatened to be made a party or is involved in any
action, suit or proceeding by reason of the fact that he or she is or was a
director or officer of the Registrant or is or was serving at the request of
the Registrant as a director, officer, employee or agent of another
corporation or enterprise shall be indemnified and held harmless by the
Registrant, to the fullest extent authorized by the Delaware General
Corporation Law, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection with such proceeding; provided, however, that if
the person seeking indemnification initiated the proceeding in respect to
which he or she is seeking indemnification from the Registrant, the
Registrant shall provide such indemnification only if such proceeding was
authorized by the Registrant's Board of Directors.


                                       2
<PAGE>

The right to indemnification includes the right to be paid expenses incurred
in defending any such proceeding in advance of its final disposition;
provided, however, that if the Delaware General Corporation Law so requires,
the payment of such expenses in advance of the final disposition of a
proceeding shall be made only upon delivery to the Registrant of an
undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director
or officer is not entitled to indemnification.

         Article NINTH of the Registrant's Restated Certificate of
Incorporation eliminates the personal liability of the Registrant's directors
to the Registrant or its stockholders for monetary damages for breach of a
director's fiduciary duty, except for liability: (1) for breach of a
director's duty of loyalty to the Registrant or its stockholders; (2) for
acts or omissions not in good faith or involving intentional misconduct or
knowing violations of law; (3) under Section 174 of the Delaware General
Corporation Law; or (4) for any transaction from which the director derived
an improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable.

ITEM 8.  EXHIBITS
<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER       NAME
        -------       ----
<S>                   <C>
         5.1          Opinion of Orrick, Herrington & Sutcliffe LLP.

         23.1         Consent of Ernst & Young LLP.

         23.2         Consent of PricewaterhouseCoopers LLP.

         23.3         Consent of Orrick, Herrington & Sutcliffe LLP is included
                      in Exhibit 5.1 to this Registration Statement.

         24.1         Power of Attorney is included on page five of this
                      Registration Statement.
</TABLE>

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)      to include any prospectus required by
Section 10(a)(3) of the Securities Act;

                           (ii)     to reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement;

                           (iii)    to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

                                       3
<PAGE>

                  (2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


                                       4
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Jose, State of California on
the 3rd of August, 2000.

                                          PHOENIX TECHNOLOGIES LTD.
                                          (Registrant)


                                          By: /s/ ALBERT E. SISTO
                                             ---------------------------------
                                             Albert E. Sisto
                                             Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Linda V. Moore and Albert E. Sisto
jointly and severally, his attorneys-in-fact and agents, each with the power
of substitution and resubstitution, for him and in his name, place or stead,
in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file such amendments, together with exhibits
and other documents in connection therewith, with the Securities and Exchange
Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as he might or could
do in person, and ratifying and confirming all that the attorney-in-facts and
agents, or his or her substitute or substitutes, may do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

          SIGNATURE                                          TITLE                                DATE
<S>                                              <C>                                          <C>
/s/ ALBERT E. SISTO                                  Director, President and                  August 3, 2000
-----------------------------------                  Chief Executive Officer
      Albert E. Sisto


/s/ JOHN M. GREELEY                                Vice President, Finance and                August 3, 2000
-----------------------------------                  Chief Financial Officer
      John M. Greeley                            (Principal Financial Officer and
                                                  Principal Accounting Officer)


/s/ TAHER ELGAMAL                                            Director                         August 3, 2000
-----------------------------------
      Taher Elgamal


                                                             Director                         _______, 2000
-----------------------------------
      Edmund Jensen


/s/ ANTHONY P. MORRIS                                        Director                         August 3, 2000
-----------------------------------
      Anthony P. Morris
</TABLE>


                                       5
<PAGE>

<TABLE>
<S>                                              <C>                                          <C>
                                                             Director                         _______, 2000
-----------------------------------
      Tony Sun


                                                             Director                         August 3, 2000
/s/ GEORGE C.  HUANG
-----------------------------------
      George C. Huang
</TABLE>

                                      (A majority of the Board of Directors)


                                       6
<PAGE>

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>

        EXHIBIT
         NUMBER       NAME
        -------       ----
<S>                   <C>

         5.1          Opinion of Orrick, Herrington & Sutcliffe LLP.

         23.1         Consent of Ernst & Young LLP.

         23.2         Consent of PricewaterhouseCoopers LLP.

         23.3         Consent of Orrick, Herrington & Sutcliffe LLP is included
                      in Exhibit 5.1 to this Registration Statement.

         24           Power of Attorney is included on page five of this
                      Registration Statement.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18268}]
{"company-data": {"conformed-name": "PHOENIX TECHNOLOGIES LTD", "cik": "0000832767", "assigned-sic": "7372", "irs-number": "042685985", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42948", "film-number": "685340"}, "business-address": {"street1": "411 E. PLUMERIA DRIVE", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4085701000"}, "mail-address": {"street1": "411 E PLUMERIA DR", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 2000
                                                         REGISTRATION NO. 333-
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                      ----------------------------------

                                   FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                      ----------------------------------

                            PHOENIX TECHNOLOGIES LTD.
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                      ----------------------------------

            DELAWARE                                        04-2685985
  (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

                            411 E. PLUMERIA DRIVE
                              SAN JOSE, CA 95134

                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                      ----------------------------------

                           1999 DIRECTOR OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                      ----------------------------------
                                ALBERT E. SISTO
                            CHIEF EXECUTIVE OFFICER
                           PHOENIX TECHNOLOGIES LTD.
                              411 E. PLUMERIA DRIVE
                                SAN JOSE, CA 95134
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                (408) 570-1000
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPY TO:

                             ALAN TALKINGTON, ESQ.
                      ORRICK, HERRINGTON & SUTCLIFFE LLP
                       OLD FEDERAL RESERVE BANK BUILDING
                               400 SANSOME STREET
                      SAN FRANCISCO, CALIFORNIA 94111-3143
                               (415) 392-1122

                         CALCULATION OF REGISTRATION FEE
========================================= ==================== =================== ===================== ==================
                                                AMOUNT              PROPOSED             PROPOSED            AMOUNT OF
                                                 TO BE          MAXIMUM OFFERING     MAXIMUM AGGREGATE      REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED        REGISTERED       PRICE PER SHARE (1)  OFFERING PRICE (1)          FEE
----------------------------------------- -------------------- -------------------- -------------------- -------------------
80,000              $15.4375             $1,235,000
Common Stock, (2)                               30,000              $11.5000               $345,000
     par value $.001 per share......            40,000              $16.5000               $660,000
                                                                                        ===========
                                                                                         $2,240,000           $591.36
========================================= ==================== =================== ===================== ==================
(1)  Pursuant to Rule 457(h)(1), the proposed maximum offering price per share
     and the proposed maximum aggregate offering price have been calculated on
     the basis of $16.50 per share, the average of the high and low price of the
     Common Stock on the Nasdaq National Market on July 28, 2000 with respect to
     40,000 shares, and on the basis of the exercise price of options previously
     granted with respect to 110,000 shares.
(2)  Includes Preferred Stock Purchase Rights which, prior to the occurrence of
     certain events, will not be exercisable or evidenced separately from the
     Common Stock.

==============================================================================
PART I

ITEM 1.  PLAN INFORMATION *

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION *

* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note
to Part I of Form S-8.

                                    PART II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by the Registrant with the Securities
and Exchange Commission are hereby incorporated by reference in this
Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1999.

         (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1999 and March 31, 2000.

         (c) The description of Registrant's common stock contained in the
Registrant's Registration Statement on Form 8-A, including any subsequent
amendment or report filed for the purpose of updating such information.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") shall be deemed incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents until a post-effective amendment of this Registration Statement is
filed which indicates that all securities being offered hereby have been sold
or which deregisters all securities then remaining unsold.

ITEM 4.  DESCRIPTION OF SECURITIES

         Inapplicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Inapplicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law grants to each
corporation organized thereunder the power to indemnify its officers and
directors for certain acts. Article TENTH of the Registrant's Restated
Certificate of Incorporation sets forth the extent to which officers and
directors of the Registrant may be indemnified against any liabilities which
they may incur in their capacities as directors or officers of the
Registrant. Article TENTH provides, in part, that each person who was or is
made a party or is threatened to be made a party or is involved in any
action, suit or proceeding by reason of the fact that he or she is or was a
director or officer of the Registrant or is or was serving at the request of
the Registrant as a director, officer, employee or agent of another
corporation or enterprise shall be indemnified and held harmless by the
Registrant, to the fullest extent authorized by the Delaware General
Corporation Law, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection with such proceeding; provided, however, that if
the person seeking indemnification initiated the proceeding in respect to
which he or she is seeking indemnification from the Registrant, the
Registrant shall provide such indemnification only if such proceeding was
authorized by the Registrant's Board of Directors.

                                       2
The right to indemnification includes the right to be paid expenses incurred
in defending any such proceeding in advance of its final disposition;
provided, however, that if the Delaware General Corporation Law so requires,
the payment of such expenses in advance of the final disposition of a
proceeding shall be made only upon delivery to the Registrant of an
undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director
or officer is not entitled to indemnification.

         Article NINTH of the Registrant's Restated Certificate of
Incorporation eliminates the personal liability of the Registrant's directors
to the Registrant or its stockholders for monetary damages for breach of a
director's fiduciary duty, except for liability: (1) for breach of a
director's duty of loyalty to the Registrant or its stockholders; (2) for
acts or omissions not in good faith or involving intentional misconduct or
knowing violations of law; (3) under Section 174 of the Delaware General
Corporation Law; or (4) for any transaction from which the director derived
an improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable.

ITEM 8.  EXHIBITS
EXHIBIT
         NUMBER       NAME
        -------       ----
5.1          Opinion of Orrick, Herrington & Sutcliffe LLP.

         23.1         Consent of Ernst & Young LLP.

         23.2         Consent of PricewaterhouseCoopers LLP.

         23.3         Consent of Orrick, Herrington & Sutcliffe LLP is included
                      in Exhibit 5.1 to this Registration Statement.

         24.1         Power of Attorney is included on page five of this
                      Registration Statement.
ITEM 9.  UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)      to include any prospectus required by
Section 10(a)(3) of the Securities Act;

                           (ii)     to reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement;

                           (iii)    to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

                                       3
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Jose, State of California on
the 3rd of August, 2000.

                                          PHOENIX TECHNOLOGIES LTD.
                                          (Registrant)

                                          By: /s/ ALBERT E. SISTO
                                             ---------------------------------
                                             Albert E. Sisto
                                             Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Linda V. Moore and Albert E. Sisto
jointly and severally, his attorneys-in-fact and agents, each with the power
of substitution and resubstitution, for him and in his name, place or stead,
in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8, and to file such amendments, together with exhibits
and other documents in connection therewith, with the Securities and Exchange
Commission, granting to each attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as he might or could
do in person, and ratifying and confirming all that the attorney-in-facts and
agents, or his or her substitute or substitutes, may do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                          TITLE                                DATE
/s/ ALBERT E. SISTO                                  Director, President and                  August 3, 2000
-----------------------------------                  Chief Executive Officer
      Albert E. Sisto

/s/ JOHN M. GREELEY                                Vice President, Finance and                August 3, 2000
-----------------------------------                  Chief Financial Officer
      John M. Greeley                            (Principal Financial Officer and
                                                  Principal Accounting Officer)

/s/ TAHER ELGAMAL                                            Director                         August 3, 2000
-----------------------------------
      Taher Elgamal

                                                             Director                         _______, 2000
-----------------------------------
      Edmund Jensen

/s/ ANTHONY P. MORRIS                                        Director                         August 3, 2000
-----------------------------------
      Anthony P. Morris
5
Director                         _______, 2000
-----------------------------------
      Tony Sun

                                                             Director                         August 3, 2000
/s/ GEORGE C.  HUANG
-----------------------------------
      George C. Huang
(A majority of the Board of Directors)

                                       6
EXHIBIT INDEX
EXHIBIT
         NUMBER       NAME
        -------       ----
5.1          Opinion of Orrick, Herrington & Sutcliffe LLP.

         23.1         Consent of Ernst & Young LLP.

         23.2         Consent of PricewaterhouseCoopers LLP.

         23.3         Consent of Orrick, Herrington & Sutcliffe LLP is included
                      in Exhibit 5.1 to this Registration Statement.

         24           Power of Attorney is included on page five of this
                      Registration Statement.