SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                         SCHEDULE 13D/A
                         (Rule 13d-101)

     INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
             TO RULE 13d-1(a) AND AMENDMENTS THERETO
                 FILED PURSUANT TO RULE 13d-2(a)

                       (Amendment No. 5)*

                    PHOENIX TECHNOLOGIES LTD.
           -------------------------------------------
                        (Name of Issuer)

                 Common Stock, $0.001 par value
           -------------------------------------------
                 (Title of Class of Securities)

                           719153 10 8
           -------------------------------------------
                         (CUSIP Number)

                      F. Thomas Dunlap, Jr.
      Senior Vice President, General Counsel and Secretary
                        Intel Corporation
                 2200 Mission College Boulevard
                      Santa Clara, CA 95052
                    Telephone: (408) 765-8080
           -------------------------------------------
          (Name, Address and Telephone Number of Person
        Authorized to Receive Notices and Communications)

                        February 15, 2001
           -------------------------------------------
                  (Date of Event which Requires
                    Filing of this Statement)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1 (e), 13d-1 (f) or 13d-1 (g), check the following box [  ].

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 (the "Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.

                       Page 1 of 10 Pages



CUSIP No. 719153 10 8     Schedule 13D/A             Page 2 of 10

1.   NAME OF REPORTING PERSON                  Intel Corporation
     S.S. OR I.R.S. IDENTIFICATION NO. OF             94-1672743
     ABOVE PERSON

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF          (a) [   ]
     A GROUP**                                         (b) [   ]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS**                                        WC

5.   CHECK BOX IF DISCLOSURE OF LEGAL                      [   ]
     PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
     2(d) OR 2(e)

6.   CITIZENSHIP OR PLACE OF ORGANIZATION               Delaware

  NUMBER OF   7.     SOLE VOTING POWER                       -0-
   SHARES
BENEFICIALLY  8.     SHARED VOTING POWER                     -0-
  OWNED BY
    EACH      9.     SOLE DISPOSITIVE POWER                  -0-
  REPORTING
 PERSON WITH  10.    SHARED DISPOSITIVE POWER                -0-

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY                   -0-
     EACH REPORTING PERSON

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW                [  ]
     (11) EXCLUDES CERTAIN SHARES**

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN                 0%
     ROW (11)

14.  TYPE OF REPORTING PERSON                                  CO

**SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP No. 719153 10 8     Schedule 13D/A             Page 3 of 10

Intel Corporation ("Intel" or the "Reporting Person") hereby
amends its statement on Schedule 13D filed with the Securities
and Exchange Commission on February 26, 1996, as previously
amended, with respect to the Common Stock (the "Common Stock") of
Phoenix Technologies Ltd. ("Phoenix" or the "Issuer").

Item 2.   Identity and Background.

          (a)    Name of Person Filing:

                 Intel Corporation (the "Reporting Person")

          (b)    Address of Principal Business Office:

                 2200 Mission College Boulevard
                 Santa Clara, CA 95052-8119

          (c)    Principal Business:

                 Manufacturer of microcomputer components,
                 modules and systems.

          (d)    Criminal Proceedings:

                 During the last five years, neither the
                 Reporting Person nor any executive officer or
                 director of the Reporting Person has been
                 convicted in any criminal proceeding.

          (e)    Civil Proceedings:

                 During the last five years, neither the
                 Reporting Person nor any executive officer or
                 director of the Reporting Person has been party
                 to any civil proceeding of a judicial or
                 administrative body of competent jurisdiction
                 as a result of which such person was or is
                 subject to any judgment, decree or final order
                 enjoining future violations of, or prohibiting
                 or mandating activities subject to, Federal or
                 State securities laws or finding any violation
                 with respect to such laws.

          (e)    Civil Proceedings:

                 During the last five years, neither the
                 Reporting Person nor any executive officer or
                 director of the Reporting Person has been party
                 to any civil proceeding of a judicial or
                 administrative body of competent jurisdiction
                 as a result of which such person was or is
                 subject to any judgment, decree or final order
                 enjoining future violations of, or prohibiting
                 or mandating activities subject to, Federal or
                 State securities laws or finding any violation
                 with respect to such laws.

          (f)    State of Incorporation:   Delaware

          Attached hereto as Appendix A is information required
          by this Item 2 with respect to the executive officers
          and directors of the Reporting Person.  All such
          individuals are U.S. citizens, except as otherwise
          indicated on Appendix A.



CUSIP No. 719153 10 8     Schedule 13D/A             Page 4 of 10

ITEM 5.   Interest in Securities of the Issuer.

          (a)    Number of Shares Beneficially Owned:  -0-

                 Percent of Class:   0%

          (b)    Sole Power to Vote, Direct the Vote of, or
                 Dispose of Shares:   -0-

          (c)    Recent Transactions:
                 On February 15, the Issuer repurchased from the
                 Reporting Person a warrant to purchase
                 1,073,965 shares of the Issuer's Common Stock.
                 The exercise price of the warrant was $15.22
                 per share and was repurchased by the Issuer for
                 $2.9 million.  On February 23, 2001, the
                 Reporting Person sold an additional 894,971
                 shares of Common Stock in an open market
                 transaction for cash at a purchase price of
                 $17.00 per share.  Such shares were sold
                 pursuant to Rule 144(k) promulgated under the
                 Securities Act of 1933, as amended.

          (d)    Rights with Respect to Dividends or Sales
                 Proceeds:  N/A

          (e)    Date of Cessation of Five Percent Beneficial
                 Ownership:  February 15, 2001



CUSIP No. 719153 10 8     Schedule 13D/A             Page 5 of 10


                            SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated as of April 27, 2001

                                 INTEL CORPORATION

                                 By:  /s/F. Thomas Dunlap, Jr.
                                      ------------------------
                                      F. Thomas Dunlap, Jr.
                                      Senior Vice President,
                                      General Counsel and
                                      Secretary





CUSIP No. 719153 10 8     Schedule 13D/A             Page 6 of 10

                           APPENDIX A

                            DIRECTORS

The following is a list of all Directors of Intel Corporation and
certain other information with respect to each Director.  All
Directors are United States citizens except as indicated below.

Name:             Craig R. Barrett

Business          Intel Corporation, 2200 Mission College
Address:          Boulevard, Santa Clara, CA 95052

Principal         President and Chief Executive Officer
Occupation:

Name, principal   Intel Corporation, a manufacturer of
business and      microcomputer components, modules and systems.
address of        2200 Mission College Boulevard
corporation or    Santa Clara, CA 95052
other
organization in
which employment
is conducted:


Name:             John Browne

Business          BP Amoco p.l.c., Britannic House, 1 Finsbury
Address:          Circus, London EC2M 7BA

Principal         Group Chief Executive
Occupation:

Name, principal   BP Amoco p.l.c., an integrated oil company.
business and      Britannic House, 1 Finsbury Circus
address of        London EC2M 7BA
corporation or
other
organization in
which employment
is conducted:

Citizenship:      British




CUSIP No. 719153 10 8     Schedule 13D/A       Page 7 of 10 Pages

Name:             Winston H. Chen

Business          Paramitas Foundation, 3945 Freedom Circle,
Address:          Suite 760, Santa Clara, CA 95054

Principal         Chairman
Occupation:

Name, principal   Paramitas Foundation, a charitable foundation.
business and      3945 Freedom Circle, Suite 760
address of        Santa Clara, CA 95054
corporation or
other
organization in
which employment
is conducted:


Name:             Andrew S. Grove

Business          Intel Corporation, 2200 Mission College
Address:          Boulevard, Santa Clara, CA 95052

Principal         Chairman of the Board of Directors
Occupation:

Name, principal   Intel Corporation, a manufacturer of
business and      microcomputer components, modules and systems.
address of        2200 Mission College Boulevard
corporation or    Santa Clara, CA 95052
other
organization in
which employment
is conducted:


Name:             D. James Guzy

Business          The Arbor Company, 1340 Arbor Road, Menlo
Address:          Park, CA 94025

Principal         Chairman
Occupation:

Name, principal   The Arbor Company, a limited partnership
business and      engaged in the electronics and computer
address of        industry.
corporation or    1340 Arbor Road
other             Menlo Park, CA 94025
organization in
which employment
is conducted:




CUSIP No. 719153 10 8     Schedule 13D/A       Page 8 of 10 Pages

Name:             Gordon E. Moore

Business          Intel Corporation, 2200 Mission College
Address:          Boulevard, Santa Clara, CA 95052

Principal         Chairman Emeritus of the Board of Directors
Occupation:

Name, principal   Intel Corporation, a manufacturer of
business and      microcomputer components, modules and systems.
address of        2200 Mission College Boulevard
corporation or    Santa Clara, CA 95052
other
organization in
which employment
is conducted:


Name:             David S. Pottruck

Business          The Charles Schwab Corporation, 101 Montgomery
Address:          Street, San Francisco, CA 94104

Principal         President and Co-Chief Executive Officer
Occupation:

Name, principal   The Charles Schwab Corporation, a financial
business and      services provider
address of        101 Montgomery Street
corporation or    San Francisco, CA 94104
other
organization in
which employment
is conducted:


Name:             Jane E. Shaw

Business          AeroGen, Inc., 1310 Orleans Drive, Sunnyvale,
Address:          CA 94089

Principal         Chairman and Chief Executive Officer
Occupation:

Name, principal   AeroGen, Inc., a pulmonary drug delivery
business and      company
address of        1310 Orleans Drive
corporation or    Sunnyvale, CA 94089
other
organization in
which employment
is conducted:




CUSIP No. 719153 10 8     Schedule 13D/A       Page 9 of 10 Pages

Name:             Leslie L. Vadasz

Business          Intel Corporation, 2200 Mission College
Address:          Boulevard, Santa Clara, CA 95052

Principal         Executive Vice President; President, Intel
Occupation:       Capital

Name, principal   Intel Corporation, a manufacturer of
business and      microcomputer components, modules and systems.
address of        2200 Mission College Boulevard
corporation or    Santa Clara, CA 95052
other
organization in
which employment
is conducted:


Name:             David B. Yoffie

Business          Harvard Business School, Morgan Hall 215,
Address:          Soldiers Field Park Road, Boston, MA 02163

Principal         Max and Doris Starr Professor of International
Occupation:       Business Administration

Name, principal   Harvard Business School, an educational
business and      institution.
address of        Morgan Hall 215,Soldiers Field Park Road
corporation or    Boston, MA 02163
other
organization in
which employment
is conducted:


Name:             Charles E. Young

Business          University of Florida, 226 Tigert Hall, P.O.
Address:          Box 113150, Gainesville, FL 32610

Principal         President of the University of Florida
Occupation:

Name, principal   University of Florida
business and      226 Tigert Hall
address of        P.O. Box 113150
corporation or    Gainesville, FL 32610
other
organization in
which employment
is conducted:




CUSIP No. 719153 10 8     Schedule 13D/A      Page 10 of 10 Pages

                       EXECUTIVE OFFICERS

The following is a list of all executive officers of Intel
Corporation excluding executive officers who are also directors.
Unless otherwise indicated, each officer's business address is
2200 Mission College Boulevard, Santa Clara, California 95052-
8119, which address is Intel Corporation's business address.

Name:       Andy D. Bryant
Title:      Executive Vice President, Chief Financial and
            Enterprise Services Officer

Name:       Sean M. Maloney
Title:      Executive Vice President; General Manager, Intel
            Communications Group

Name:       Paul S. Otellini
Title:      Executive Vice President; General Manager, Intel
            Architecture Business Group

Name:       Michael R. Splinter
Title:      Executive Vice President; General Manager, Sales and
            Marketing Group

Name:       F. Thomas Dunlap, Jr.
Title:      Senior Vice President, General Counsel and Secretary

Name:       Robert J. Baker
Title:      Vice President; Co-General Manager, Technology and
            Manufacturing Group

Name:       Arvind Sodhani
Title:      Vice President, Treasurer