UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

inSilicon Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45769H108

(CUSIP Number)

September 19, 2002

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)


1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Phoenix Technologies Ltd. 04-2685985


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Not Applicable	(a) ¨ (b) ¨


3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5. SOLE VOTING POWER 0
		6. SHARED VOTING POWER 0
		7. SOLE DISPOSITIVE POWER 0
		8. SHARED DISPOSITIVE POWER 0



9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0


10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not Applicable	¨


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%


12.	TYPE OF REPORTING PERSON* CO

Item 1(a).

Name of Issuer:

inSilicon Corporation

Item 1(b).

Address of Issuer’s Principal Executive Offices:

411 E. Plumeria Drive, San Jose CA, 95134

Item 2(a).

Name of Person Filing:

Phoenix Technologies Ltd.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

411 E. Plumeria Drive, San Jose, CA 95134

Item 2(c).

Citizenship:

Delaware

Item 2(d).

Title of Class of Securities:

Common Stock

Item 2(e).

CUSIP Number:

45769H108

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable

(a)	¨	Broker or dealer registered under Section 15 of the Exchange Act.

(b)	¨	Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)	¨	Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)	¨	Investment company registered under Section 8 of the Investment Company Act.

(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G).

(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

(j)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

	If this statement is filed pursuant to Rule 13d-1(c), check this box. ¨

Item 4.

Ownership.

(a)

Amount beneficially owned:

(b)

Percent of class:

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote 0

(ii)

Shared power to vote or to direct the vote 0

(iii)

Sole power to dispose or to direct the disposition of 0

(iv)

Shared power to dispose or to direct the disposition of 0

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certification.

Not Applicable

SIGNATURE PAGE

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.


February 3, 2003	PHOENIX TECHNOLOGIES LTD.

	By	/s/ Linda V. Moore
		Linda V. Moore Senior Vice President, General Counsel and Secretary

INSILICON CORP SC 13G/A