<SUBMISSION>
<ACCESSION-NUMBER>0000907687-01-500057
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20010930
<FILING-DATE>20011114
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ACTEL CORP
<CIK>0000907687
<ASSIGNED-SIC>3674
<IRS-NUMBER>770097724
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>0102
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-21970
<FILM-NUMBER>1787196
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>955 EAST ARQUES AVE
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94086
<PHONE>4087391010
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>955 EAST ARQUES AVE
<STREET2>955 EAST ARQUES AVE
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94086
</MAIL-ADDRESS>
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<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>q32001.txt
<DESCRIPTION>QUARTERLY REPORT ON FORM 10-Q
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-Q

(Mark One)

   X      QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001

                                       OR

          TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

Commission file number 0-21970

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

                                ACTEL CORPORATION
             (Exact name of Registrant as specified in its charter)

               California                                      77-0097724
     (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                       Identification No.)

         955 East Arques Avenue
          Sunnyvale, California                                94086-4533
(Address of principal executive offices)                       (Zip Code)

                                 (408) 739-1010
              (Registrant's telephone number, including area code)

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

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X   No

     Number of shares of Common  Stock  outstanding  as of  November  12,  2001:
23,979,527

<PAGE>


                         PART I -- FINANCIAL INFORMATION

Item 1.       Financial Statements.

                                ACTEL CORPORATION

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
               (unaudited, in thousands except per share amounts)


<TABLE>
<CAPTION>
                                                                Three Months Ended               Nine Months Ended
                                                        -----------------------------------    ----------------------
                                                        Sept. 30,      Oct. 1,     Jul.1,      Sept. 30,     Oct. 1,
                                                           2001         2000        2001          2001         2000
                                                        ---------    ---------    ---------    ---------    ---------
<S>                                                     <C>          <C>          <C>          <C>          <C>
Net revenues ........................................   $  32,006    $  60,080    $  36,460    $ 113,500    $ 166,290
Costs and expenses:
   Cost of revenues .................................      15,272       22,454       17,572       49,718       62,611
   Research and development .........................       9,385        9,325        9,103       28,252       26,564
   Selling, general, and administrative .............       9,900       12,329       10,289       31,373       35,685
   Amortization of goodwill and other
     acquisition-related intangibles ................       3,637        2,324        3,729       11,115        4,891

   Purchased in-process research and ................        --
     development ....................................        --           --           --           --          5,558
                                                        ---------    ---------    ---------    ---------    ---------
         Total costs and expenses ...................      38,194       46,432       40,693      120,458      135,309
                                                        ---------    ---------    ---------    ---------    ---------
Income (loss) from operations .......................      (6,188)      13,648       (4,233)      (6,958)      30,981
Interest income and other, net ......................       1,512        2,691        2,023        5,620        5,855

Gain on sale of Chartered Semiconductor common ......
   stock ............................................        --           --           --           --         28,329
                                                        ---------    ---------    ---------    ---------    ---------
Income (loss) before tax provision and equity
   in net loss of equity method investee ............      (4,676)      16,339       (2,210)      (1,338)      65,165

Equity in net (loss) of equity method investee ......        --           (922)        --           --         (1,401)
Tax (benefit) provision .............................      (2,342)       5,638          421          832       25,774
                                                        ---------    ---------    ---------    ---------    ---------
Net income (loss) ...................................   $  (2,334)   $   9,779    $  (2,631)   $  (2,170)   $  37,990
                                                        =========    =========    =========    =========    =========

Net income (loss) per share:
   Basic ............................................   $   (0.10)   $    0.41    $   (0.11)   $   (0.09)   $    1.63
                                                        =========    =========    =========    =========    =========
   Diluted ..........................................   $   (0.10)   $    0.36    $   (0.11)   $   (0.09)   $    1.45
                                                        =========    =========    =========    =========    =========

Shares used in computing net income (loss) per share:
   Basic ............................................      23,852       23,869       23,642       23,655       23,300
                                                        =========    =========    =========    =========    =========
   Diluted ..........................................      23,852       26,999       23,642       23,655       26,207
                                                        =========    =========    =========    =========    =========
</TABLE>
<PAGE>


                                ACTEL CORPORATION

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (in thousands)

                                                       Sept. 30,      Dec. 31,
                                                         2001          2000
                                                     ------------  ------------
                                                     (unaudited)
                                     ASSETS
Current assets:
   Cash and cash equivalents.....................    $     7,359   $      9,266
   Short-term investments........................        123,646        131,544
   Accounts receivable, net......................         13,619         29,256
   Inventories, net..............................         32,636         25,503
   Deferred income taxes.........................         26,816         26,118
   Prepaid expenses and other current assets.....          4,723          7,598
                                                     ------------  ------------
         Total current assets....................        208,799        229,285
Property and equipment, net......................         14,228         12,137
Goodwill, net....................................         40,743         47,470
Other assets, net................................         25,557         23,542
                                                     ------------  ------------
                                                     $   289,327   $    312,434
                                                     ============  ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable..............................    $     12,461  $     14,921
   Accrued salaries and employee benefits........           7,448        17,200
   Other accrued liabilities.....................           4,629         5,354
   Deferred income...............................          27,517        44,858
                                                     ------------  ------------
         Total current liabilities...............          52,055        82,333
   Deferred compensation plan liability..........           1,810            --
                                                     ------------  ------------
         Total liabilities.......................          53,865        82,333
Commitments and contingencies
Shareholders' equity:
   Common stock..................................              24            23
   Additional paid-in capital....................         157,677       150,709
   Retained Earnings.............................          77,738        79,908
   Note receivable from officer..................            (368)         (368)
   Unearned compensation cost....................            (396)         (922)
   Accumulated other comprehensive income........             787           751
                                                     ------------  ------------
         Total shareholders' equity..............         235,462       230,101
                                                     ------------  ------------
                                                     $    289,327  $    312,434
                                                     ============  ============

<PAGE>


                                ACTEL CORPORATION

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            (unaudited, in thousands)

<TABLE>
<CAPTION>
                                                                                        Nine Months Ended
                                                                                     ----------------------
                                                                                     Sept. 30,      Oct. 1,
                                                                                        2001         2000
                                                                                     ---------    ---------
<S>                                                                                  <C>          <C>
Operating activities:
   Net (loss) income .............................................................   $  (2,170)   $  37,990
   Adjustments to reconcile net income to net cash (used in) provided by operating
     activities:
     Depreciation and amortization ...............................................      16,348       10,598
     Equity in net loss of equity method investee ................................        --          1,401
     Unearned compensation cost recognized .......................................         191         --
     Gain on sale of Chartered Semiconductor stock ...............................        --        (28,329)
     Purchased in-process research and development ...............................        --          5,558
     Changes in operating assets and liabilities:
       Accounts receivable .......................................................      15,637       (3,046)
       Inventories ...............................................................      (7,133)      (1,162)
       Other current assets ......................................................       2,886            4
       Accounts payable, accrued salaries and employee benefits, and other accrued
         liabilities .............................................................     (14,604)       6,016
       Deferred compensation plan net assets .....................................        (687)        --
       Deferred income ...........................................................     (17,341)       2,469
       Deferred income taxes .....................................................        (762)        (976)
                                                                                     ---------    ---------
   Net cash (used in) provided by operating activities ...........................      (7,635)      30,523
                                                                                     ---------    ---------
Investing activities:
   Purchases of property and equipment ...........................................      (7,324)      (4,157)
   Purchases of available-for-sale securities ....................................    (114,453)    (288,476)
   Sales of available-for-sale securities ........................................     122,538      229,502
   Proceeds from sale of Chartered Semiconductor common stock ....................        --         39,009
   Cash paid in business acquisition .............................................        --         (6,857)
   Note receivable from GateField ................................................        --         (3,750)
   Other assets ..................................................................      (2,364)        (304)
                                                                                     ---------    ---------
   Net cash used in investing activities .........................................      (1,603)     (35,033)
                                                                                     ---------    ---------
Financing activities:
   Proceeds from sale of common stock ............................................       7,331       13,633
                                                                                     ---------    ---------
   Net cash provided by financing activities .....................................       7,331       13,633
                                                                                     ---------    ---------
Net (decrease) increase in cash and cash equivalents .............................      (1,907)       9,123
Cash and cash equivalents, beginning of period ...................................       9,266        4,939
                                                                                     ---------    ---------
Cash and cash equivalents, end of period .........................................   $   7,359    $  14,062
                                                                                     =========    =========
Supplemental disclosures of cash flow information:
   Cash paid for taxes ...........................................................   $     277    $  24,314
Supplemental disclosures of non-cash transactions:
   Issuance of common stock in conjunction with Prosys acquisition................   $    --      $   7,526
</TABLE>



1.   Basis of Presentation and Summary of Significant Accounting Policies

     The  accompanying  unaudited  consolidated  financial  statements  of Actel
Corporation  (Actel) have been prepared in accordance  with  generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly,  these
financial  statements  do  not  include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.

     The consolidated financial statements include the accounts of Actel and its
wholly  owned   subsidiaries.   All   significant   intercompany   accounts  and
transactions  have been  eliminated  in  consolidation.  The  interim  financial
statements should be read in conjunction with the audited  financial  statements
included in Actel's  Annual Report on Form 10-K for the year ended  December 31,
2000.  The results of operations  for the three and nine months ended  September
30, 2001, are not necessarily indicative of results that may be expected for the
entire fiscal year, which ends January 6, 2002.

2.   Derivatives and Hedging

     On  January  1, 2001,  Actel  adopted  Statement  of  Financial  Accounting
Standards  (SFAS) No. 133,  "Accounting  for Derivative  Instruments and Hedging
Activities." SFAS 133 requires that all derivatives be recognized on the balance
sheet at fair market value.  Derivatives that are not hedges must be adjusted to
fair value through  earnings.  If the  derivative  is a hedge,  depending on the
nature of the  hedge,  changes in the fair  value of the  derivative  are either
offset against the change in the fair value of the hedged item through  earnings
or recognized in other comprehensive  income until the hedged item is recognized
in earnings.  The ineffective  portion of a derivative's change in fair value is
immediately  recognized  in  earnings.  The  adoption of SFAS 133 did not have a
material impact on Actel's consolidated financial position or operating results.

     Actel  purchases a portion of its wafers used in production from a Japanese
supplier  denominated  in  Japanese  Yen.  The  amount  of US  Dollars  that are
necessary  to purchase  wafers is subject to  fluctuations  in foreign  currency
exchange rates between the US Dollar and Yen. Actel enters into foreign exchange
forward  contracts  to reduce the  variability  in the amount of US Dollars that
will be required to settle forecasted wafer purchases denominated in Yen.

     Actel's  accounting  policies  for  these  forward  contracts  are based on
Actel's  designation of the Yen forward  contracts as foreign currency cash flow
hedges.  The  criteria  Actel  uses for  designating  an  instrument  as a hedge
includes its effectiveness in exposure reduction and one-to-one  matching of the
derivative  financial  instrument with the underlying  transaction being hedged.
Hedge  effectiveness  is assessed by  comparing  the change in fair value of the
forward contract with the change in fair value of the forecasted payments. Gains
and losses on these contracts are recognized upon usage of the contracts and are
included  in  cost  of  sales  along  with  the  offsetting  gain or loss on the
underlying  transactions  being hedged. If the criteria for designation of these
instruments as hedging  transactions are not met, then the instruments  would be
marked to market,  with gains and losses  recognized on the income  statement in
that period.  At September 30, 2001, Actel had a 200 million Yen forward foreign
exchange  contract  outstanding  with a fair  value  of $11  thousand,  and  the
corresponding credit is included in other comprehensive income.

     Actel limits the amount of forward foreign exchange  contract to the amount
sufficient to hedge forecasted Yen-based payments for a maximum of three months.
Actel does not use forward foreign exchange contracts for speculative or trading
purposes.  During the third quarter of 2001,  Actel  recognized  $81 thousand in
gain on the income statement related to forward foreign exchange contracts.  The
forward  contracts  were  perfectly  effective  as hedges and offset loss of $81
thousand on payments for Yen denominated wafer purchases during the quarter.

3.   Equity Accounting

     During 1998,  Actel entered into a product  marketing rights agreement with
GateField Corporation (GateField) and made investments in GateField common stock
and GateField  convertible  preferred stock,  which were valued at cost.  During
1999,  Actel made additional  investments in GateField,  which resulted in Actel
accounting for its investments in GateField  under the equity method  commencing
July 1, 1999.

     On May 31, 2000,  GateField and Actel announced the signing of a definitive
agreement to merge.  On November 15, 2000,  the  acquisition  was  completed and
Actel paid cash  consideration of $5.25 for each share of GateField common stock
not already owned by Actel.  Equity  accounting was  discontinued as a result of
the acquisition on November 15, 2000.

4.   Inventories

     Inventories consist of the following:

                                                     Sept. 30,      Dec. 31,
                                                        2001          2000
                                                    ============  ============
                                                          (in thousands)
Inventories:
   Purchased parts and raw materials............    $      7,031  $      5,334
   Work-in-process..............................          22,498        11,443
   Finished goods...............................           3,107         8,726
                                                    ------------  ------------
                                                    $     32,636  $     25,503
                                                    ============  ============

     Inventories are stated at the lower of cost (first-in, first-out) or market
(net  realizable  value).  Given the  volatility of the market for its products,
Actel makes inventory  provisions for potentially  excess and obsolete inventory
based on backlog and forecast demand. However, such backlog demand is subject to
revisions, cancellations, and rescheduling. Actual demand will inevitably differ
from such backlog and forecast  demand,  and such differences may be material to
the financial statements. Excess inventory increases handling costs and the risk
of  obsolescence,  is a  non-productive  use of  capital  resources,  and delays
realization of the price and performance  benefits associated with more advanced
manufacturing processes.

5.   Earnings Per Share

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share in accordance with SFAS No. 128, "Earnings per Share":

<TABLE>
<CAPTION>
                                                         Three Months Ended           Nine Months Ended
                                                 -------------------------------    --------------------
                                                 Sept. 30,    Oct. 1,    Jul. 1,    Sept. 30,    Oct. 1,
                                                   2001        2000       2001        2001        2000
                                                 --------    --------   --------    --------    --------
                                                               (in thousands, except per share amounts)
<S>                                              <C>         <C>        <C>         <C>         <C>
Basic:
Average common shares outstanding ............     23,852      23,869     23,642      23,655      23,300
Shares used in computing net income (loss) per
   share .....................................     23,852      23,869     23,642      23,655      23,300
                                                 ========    ========   ========    ========    ========
Net income (loss) ............................   $ (2,334)   $  9,779   $ (2,631)   $ (2,170)   $ 37,990
                                                 ========    ========   ========    ========    ========
Net income (loss) per share ..................   $  (0.10)   $   0.41   $  (0.11)   $  (0.09)   $   1.63
                                                 ========    ========   ========    ========    ========
Diluted:
Average common shares outstanding ............     23,852      23,869     23,642      23,655      23,300
Net effect of dilutive stock options - based
   on the treasury stock method ..............       --         3,130       --          --         2,907
                                                 --------    --------   --------    --------    --------
Shares used in computing net income (loss) per
   share .....................................     23,852      26,999     23,642      23,655      26,207
                                                 ========    ========   ========    ========    ========
Net income (loss) ............................   $ (2,334)   $  9,779   $ (2,631)   $ (2,170)   $ 37,990
                                                 ========    ========   ========    ========    ========
Net income (loss) per share ..................   $  (0.10)   $   0.36   $  (0.11)   $  (0.09)   $   1.45
                                                 ========    ========   ========    ========    ========
</TABLE>

For the three-month period ended September 30, 2001, 1.5 million shares issuable
upon the exercise of stock options were not included in the computation  because
their inclusion would have been antidilutive.


6.   Comprehensive Income (Loss)

     The components of comprehensive income (loss), net of tax, are as follows:
<TABLE>
<CAPTION>

                                                    Three Months Ended          Nine Months Ended
                                             -------------------------------  --------------------
                                              Sept. 30,  Oct. 1,    Jul. 1,   Sept. 30,   Oct. 1,
                                                2001       2000       2001       2001       2000
                                             ---------  ---------  ---------  ---------  ---------
                                                                 (in thousands)
<S>                                          <C>        <C>        <C>        <C>        <C>
Net Income/(Loss) .......................... $  (2,334) $   9,779  $  (2,631) $  (2,170) $  37,990
Unrealized gain/(loss) on available-for-sale
   securities ..............................      (431)       506        179         24      1,283
Unrealized gain on forward foreign exchange
   contracts ...............................        11       --         --           11       --
Less reclassification adjustment for
   (gains)/losses included in net income ...      (188)      --         --         (188)   (17,178)
                                             ---------  ---------  ---------  ---------  ---------
Other Comprehensive Income/(Loss) ..........      (608)       506        179       (153)   (15,895)
                                             ---------  ---------  ---------  ---------  ---------
Total Comprehensive Income/(Loss) .......... $  (2,942) $  10,285  $  (2,452) $  (2,323) $  22,095
                                             =========  =========  =========  =========  =========
</TABLE>

Accumulated  other  comprehensive  income (loss)  presented in the  accompanying
consolidated condensed balance sheets consists of the accumulated net unrealized
gain (loss) on available-for-sale securities.


7.   Infringement Claims

     On March 29, 2000, Unisys  Corporation  (Unisys) brought suit in the United
States District Court for the Northern District of California, San Jose Division
(Court),  against Actel seeking  monetary  damages and  injunctive  relief.  The
summons and complaint  were served on Actel on April 10, 2000.  Actel and Unisys
orally  agreed to settle the case on April 25,  2001,  and executed a definitive
written settlement agreement on June 29, 2001. The Court dismissed the case with
prejudice on July 13, 2001. The  settlement was immaterial to Actel's  business,
financial condition, and operating results.

     As is typical in the semiconductor industry,  Actel has been and expects to
be notified from time to time of claims that it may be infringing  patents owned
by others.  During the past year, Actel has held discussions regarding potential
patent  infringement  issues.  As it has in the past,  Actel may obtain licenses
under  patents that it is alleged to  infringe.  When  probable  and  reasonably
estimable, Actel has made provision for the estimated settlement costs of claims
for alleged  infringement  prior to the balance sheet date. While Actel believes
that  reasonable  resolution  will occur,  there can be no assurance  that these
claims will be resolved or that the  resolution  of these claims will not have a
materially adverse effect on Actel's business,  financial condition,  or results
of operations.  In addition,  Actel's evaluation of the probable impact of these
pending  disputes  could  change  based upon new  information  learned by Actel.
Subject to the foregoing,  Actel does not believe that any pending  disputes are
likely to have a  materially  adverse  effect on  Actel's  financial  condition,
results  of  operations,  or  liquidity.  The  foregoing  is  a  forward-looking
statement  subject  to all of the risks  and  uncertainties  of  patent  claims,
including  the  discovery  of new  information  and  unpredictability  as to the
outcome of any proceeding.

8.   Recent Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business  Combinations,"  and SFAS No.  142,  "Goodwill  and  Other  Intangible
Assets."  These  standards  become  effective for fiscal years  beginning  after
December 15, 2001.  Beginning in Actel's 2002 fiscal year,  the first quarter of
which ends  April 7,  2002,  goodwill  will no longer be  amortized  but will be
subject to annual  impairment  tests and written  down only when  impaired.  All
other intangible  assets with a finite useful life will continue to be amortized
over their estimated useful lives.

     As of September 30, 2001,  unamortized  goodwill was $40.7  million,  which
will  continue to be amortized  until the beginning of Actel's 2002 fiscal year.
The  amortization  expense  related to goodwill for the nine-month  period ended
September 30, 2001, was $8.7 million.  At the date of this  Quarterly  Report on
Form 10-Q, Actel cannot reasonably  estimate the impact of adopting SFAS No. 141
and 142,  including whether Actel will be required to recognize any transitional
impairment losses.


<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

     All forward-looking  statements  contained in this Quarterly Report on Form
10-Q,  including  all  forward-looking  statements  contained  in  any  document
incorporated  herein  by  reference,  are  made  pursuant  to  the  safe  harbor
provisions of the Private  Securities  Litigation Reform Act of 1995. Words such
as  "anticipates,"   "believes,"   "estimates,"  "expects,"  intends,"  "plans,"
"seeks," and  variations of such words and similar  expressions  are intended to
identify  the  forward-looking  statements.  In  addition,  all  forward-looking
statements  are  based  on  current   expectations  and  projections  about  the
semiconductor  industry and programmable  logic market,  and assumptions made by
Actel's  management  that  reflect  its best  judgment  based  on other  factors
currently   known  by  management,   but  they  are  not  guarantees  of  future
performance.  Accordingly,  actual events and results may differ materially from
those  expressed or forecast in the  forward-looking  statements due to the risk
factors  identified herein or for other reasons.  Actel undertakes no obligation
to update any statement,  including any forward-looking statement,  contained or
incorporated by reference in this Quarterly Report on Form 10-Q.

Results of Operations

     Net Revenues

     Net revenues  were $32.0  million for the third quarter of 2001, a decrease
of 12% from the  second  quarter  of 2001 and of 47% from the third  quarter  of
2000. Quarterly net revenues declined  sequentially due to a 17% decrease in the
overall average selling price (ASP) of field  programmable  gate arrays (FPGAs),
which was partially  offset by a 3% increase in overall unit shipments of FPGAs.
Quarterly  net revenues  declined  from a year ago due to a 26% decrease in unit
shipments  and a 30% decrease in ASP. Net revenues  were $113.5  million for the
first nine months of fiscal  2001,  a decrease of 32% from the first nine months
of fiscal 2000.  Nine-month  net revenues  declined from a year ago due to a 25%
decrease in unit shipments and a 10% decrease in ASP. ASP dropped in each of the
periods  primarily due to lower  shipments of products from families with higher
ASPs, including radiation tolerant FPGAs.

     Gross Margin

     Gross  margin  was 52.3% of net  revenues  for the third  quarter  of 2001,
compared  with  51.8%  for the  second  quarter  of 2001 and 62.6% for the third
quarter  of 2000.  Gross  margin  was 56.2% of net  revenues  for the first nine
months of 2001, compared with 62.3% of net revenues for the first nine months of
2000. The quarterly and  nine-month  declines from a year ago were due primarily
to higher  inventory  reserves in the second and third  quarters of 2001,  which
were taken as a result of lower customer  demand and reduced  manufacturing  and
operating efficiencies associated with lower net revenues.

     Actel seeks to improve gross margin by reducing costs. These cost reduction
activities  include  improving wafer yields,  negotiating  price reductions with
suppliers,  increasing  the level and  efficiency  of its testing and  packaging
operations,  achieving  economies of scale by means of higher production levels,
and increasing the number of die produced per wafer by shrinking the die size of
its products.  There can be no assurance  that these efforts will be successful.
The  ability  of Actel to shrink the die size of its FPGAs is  dependent  on the
availability of more advanced manufacturing  processes.  Due to the custom steps
involved in manufacturing  antifuse-based  FPGAs, Actel typically obtains access
to new  manufacturing  processes  later  than  its  competitors  using  standard
manufacturing processes.

     Research and Development (R&D)

     During the second quarter of 2001,  Actel announced a corporate  BridgeFPGA
initiative to address interoperability  problems created by the proliferation of
high-performance  interface standards.  In support of the interface  initiative,
Actel also  announced a plan to increase R&D spending from second quarter levels
by $8.0 to $10.0  million over the next six or seven  quarters,  after which R&D
spending as a percentage of sales should return to levels more  consistent  with
Actel's historical experience. Incremental spending on the BridgeFPGA initiative
was $0.4 million in the third quarter of 2001.

     R&D expenditures were $9.4 million,  or 29% of net revenues,  for the third
quarter of 2001,  compared  with $9.1 million,  or 25% of net revenues,  for the
second  quarter  of 2001 and $9.3  million,  or 16% of  revenues,  for the third
quarter of 2000. The sequential  increase in R&D spending was due to the planned
incremental spending on the BridgeFPGA initiative.

     R&D expenditures were $28.3 million, or 25% of net revenues,  for the first
nine months of 2001,  compared with $26.6 million,  or 16% of net revenues,  for
the first nine months of 2000. R&D spending  increased from a year ago primarily
as a result of Actel's acquisitions of Prosys Technology  (Prosys),  an embedded
FPGA  intellectual  property  (IP)  developer,  in June  2000  and of  GateField
Corporation  (GateField),  a developer of flash-based FPGA products, in November
2000.  Incremental spending on the BridgeFPGA initiative also contributed to the
higher level of R&D spending for the first nine months of 2001.

     Selling, General, and Administrative (SG&A)

     SG&A  expenses were $9.9  million,  or 31% of net  revenues,  for the third
quarter of 2001,  compared with $10.3 million,  or 28% of net revenues,  for the
second quarter of 2001 and $12.3 million, or 21% of net revenues,  for the third
quarter of 2000. SG&A expenses were $31.4 million,  or 28% of net revenues,  for
the first  nine  months of 2001,  compared  with  $35.7  million,  or 21% of net
revenues, for the first nine months of fiscal 2000. The quarterly and nine-month
decreases in SG&A expenses from a year ago resulted primarily from lower selling
costs associated with lower net revenues, such as sales commissions,  as well as
general cost reduction activities.

     Amortization  of Goodwill  and Other  Acquisition-Related  Intangibles  and
      Expenses

     Amortization  of goodwill  and other  acquisition-related  intangibles  and
expenses  was $3.6  million for the third  quarter of 2001,  compared  with $3.7
million for the second quarter of 2001 and $2.3 million for the third quarter of
2000.  Amortization  of goodwill and other  acquisition-related  intangibles was
$11.1 million for the first nine months of 2001,  compared with $4.9 million for
the first nine months of 2000.  The quarterly and  nine-month  increases  from a
year ago were due to the effects of the Prosys acquisition,  which occurred late
in the second quarter of 2000, and the GateField acquisition,  which occurred in
the middle of the fourth quarter of 2000.

     Interest Income and Other (Net)

     Interest  income and other (net) was $1.5 million for the third  quarter of
2001, compared with $2.0 million for the second quarter of 2001 and $1.8 for the
third quarter of 2000.  The  sequential  reduction in interest  income and other
(net) was  attributable  to a lower amount of cash  available for  investment as
well as lower  interest  rates  available  upon  reinvestment  of proceeds  from
maturing, higher interest rate investments.  Interest income and other (net) for
the third  quarter of 2001 was lower than for the  quarter a year ago due to the
lower amount of cash available for  investment,  which was offset in part by the
elimination (beginning in the first quarter of 2001) of losses booked on account
of Actel's equity investments in GateField.

     Interest  income and other (net) was $5.6 million for the first nine months
of 2001,  compared  with $4.5  million  for the first nine  months of 2000.  The
nine-month  increase  from a year ago was due  primarily to the  elimination  of
losses booked on account of Actel's equity investments in GateField.

     Tax Provision

     Income tax  (benefit)/provision  for the three months and nine months ended
September  30,  2001,  was a benefit of $2.3  million  and a  provision  of $0.8
million,  respectively.  For the three months and nine months  ended  October 1,
2000,  the Company's  income tax  provision was $5.6 million and $25.7  million,
respectively.  The  Company's  effective  tax rate for the three months and nine
months ended September 30, 2001, was a benefit rate of 136% and a provision rate
of 10%,  respectively,  excluding the effect of certain merger related  charges.
The 2001  effective tax rate was  cumulatively  adjusted in the third quarter to
reflect changes in certain  assumptions used in the  computation.  The Company's
effective  rate for the three months and nine months ended  September  30, 2000,
was 32%,  excluding the effect of certain merger related charges and gain on the
sale of Chartered  Semiconductor  common stock. The effective tax rate decreased
in 2001 due primarily to significantly  higher tax credits and tax exempt income
as a percentage  of projected  pre-tax book income.  The effective tax rates are
based  on the  estimated  annual  tax rate in  compliance  with  SFAS  No.  109,
"Accounting for Income Taxes."

Liquidity and Capital Resources

     Actel's cash,  cash  equivalents,  and short-term  investments  were $131.0
million at the end of the third quarter of 2001, compared with $140.8 million at
the beginning of 2001.

     During  the first  nine  months of 2001,  $7.6  million of cash was used in
operating  activities.  Cash  used in  operations  included  a net  loss of $2.2
million,  a pay-down in accounts payable and other accrued  liabilities of $14.6
million,  a reduction in deferred  income of $17.3  million,  and a $7.1 million
increase  in net  inventories  which  were  offset in part by  depreciation  and
amortization  charges  of $16.3  million  (which is a  non-cash  expense)  and a
reduction in accounts receivable of $15.6 million. Cash of $1.6 million was used
in  investing  activities,  with $8.1  million  provided  by net  maturities  of
available-for-sale  securities  that were not  re-invested and $7.3 million used
for purchases of property and equipment.  Financing  activities provided cash of
$7.3  million,  which was  generated  from sales of common stock under  employee
option and stock purchase plans.

     Actel  believes  that  existing  cash,  cash  equivalents,  and  short-term
investments,  together with cash from operations, will be sufficient to meet its
cash requirements for the next four quarters. A portion of available cash may be
used for investment in or acquisition of complementary businesses,  products, or
technologies.  Wafer manufacturers are increasingly  demanding financial support
from  customers in the form of equity  investments  and advance  purchase  price
deposits,  which can be substantial.  If Actel requires additional capacity,  it
may be required to incur significant expenditures to secure such capacity.

     Actel believes that the availability of adequate  financial  resources is a
substantial  competitive  factor.  To take  advantage of  opportunities  as they
arise,  or to withstand  adverse  business  conditions  when they occur,  it may
become prudent or necessary for Actel to raise additional capital. Actel intends
to continue monitoring the availability and cost of potential capital resources,
including equity,  debt, and off-balance sheet financing  arrangements,  and may
consider raising additional capital on terms that are acceptable to Actel. There
can be no assurance that additional  capital will become available on acceptable
terms.

Other Factors Affecting Future Operating Results

     Actel's operating results are subject to general economic  conditions and a
variety of risks characteristic of the semiconductor industry (including booking
and shipment  uncertainties,  wafer supply  fluctuations,  and price erosion) or
specific to Actel, any of which could cause Actel's  operating results to differ
materially from past results. For a discussion of such risks, see "Risk Factors"
in Part I of Actel's Annual Report on Form 10-K for 2000,  which is incorporated
herein by this reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     As of September 30, 2001, Actel's investment  portfolio consisted primarily
of corporate bonds, floating rate notes, and federal and municipal  obligations.
The  principal  objectives  of Actel's  investment  activities  are to  preserve
principal,  meet liquidity needs, and maximize yields. To meet these objectives,
Actel  invests  only  in  high  credit  quality  debt  securities  with  average
maturities  of less than two years.  Actel also limits the  percentage  of total
investments that may be invested in any one issuer.  Corporate  investments as a
group are also limited to a maximum percentage of Actel's investment portfolio.

     Actel is exposed to financial market risks,  including  changes in interest
rates,  foreign currency  exchange rates, and marketable equity security prices.
All of the  potential  changes noted below are based upon  sensitivity  analysis
performed  on  Actel's  financial  position  and  expected  operating  levels at
September 30, 2001. Actual results may differ materially.

     Actel's  investments  are  subject to  interest  rate risk.  An increase in
interest  rates  could  subject  Actel to a decline in the  market  value of its
investments.  These  risks are  mitigated  by the ability of Actel to hold these
investments  to maturity.  A  hypothetical  100 basis point increase in interest
rates would  result in a reduction  of  approximately  $1.4  million in the fair
value of Actel's available-for-sale securities held at September 30, 2001.

     Actel purchases a portion of the wafers it uses in production from Japanese
suppliers,  which are  denominated  in Japanese  Yen.  An adverse  change in the
foreign  exchange  rate would  affect the price  Actel pays for a portion of the
wafers used in  production  over the long term.  Actel  attempts to mitigate its
exposure to risks from  foreign  currency  fluctuations  by  purchasing  forward
foreign  exchange  contracts to hedge firm purchase  commitments  denominated in
foreign  currencies.  Forward exchange contracts are short term and do not hedge
purchases that will be made for anticipated  longer-term wafer needs. An adverse
change of 10% in exchange  rates would  result in a reduction  in income  before
taxes of  approximately  $1.6 million based on projected Yen  denominated  wafer
purchases for the next year.

     Actel's  strategic  investments in marketable equity securities are subject
to equity price risks.  Actel  typically does not attempt to reduce or eliminate
market  exposure on these  securities.  Assuming a 10% adverse  change,  Actel's
marketable  strategic equity securities would decrease in value by approximately
$0.4 million, based on the value of the portfolio as of September 30, 2001.


<PAGE>

Additional Quarterly Information

     The following table presents certain  unaudited  quarterly results for each
of the eight quarters in the period ended  September 30, 2001. In the opinion of
management,  all  necessary  adjustments  (consisting  only of normal  recurring
accruals)  have been included in the amounts  stated below to present fairly the
unaudited   quarterly   results  when  read  in  conjunction  with  the  audited
consolidated financial statements of Actel and notes thereto included in Actel's
Annual Report on Form 10-K for the year ended December 31, 2001. These quarterly
operating  results are not necessarily  indicative of the results for any future
period.


<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                           ---------------------------------------------------------------------------------------
                                           Sept. 30,    Jul. 1,     Apr. 1,   Dec. 31,    Oct. 1,    Jul. 2,    Apr. 2,    Jan. 2,
                                             2001        2001        2001       2000       2000       2000       2000       2000
                                           ========    ========    ========   ========   ========   ========   ========   ========
                                                                   (in thousands, except per share amounts)
<S>                                        <C>         <C>         <C>        <C>        <C>        <C>        <C>        <C>
Statements of Operations Data:
Net revenues ...........................   $ 32,006    $ 36,460    $ 45,034   $ 60,129   $ 60,080   $ 55,544   $ 50,666   $ 46,042
Gross profit ...........................     16,734      18,888      28,160     38,060     37,626     34,595     31,458     28,546
Income (loss) from operations ..........     (6,188)     (4,233)      3,463      7,497     13,648      6,778     10,555      7,175
Net income (loss) ......................     (2,334)   $ (2,631)   $  2,795   $  3,455   $  9,779   $ 20,112   $  8,099   $  5,823
Net income (loss) per share:
   Basic ...............................   $  (0.10)   $  (0.11)   $   0.12   $   0.14   $   0.41   $   0.86   $   0.36   $   0.26
                                           ========    ========    ========   ========   ========   ========   ========   ========
   Diluted .............................   $  (0.10)   $  (0.11)   $   0.11   $   0.13   $   0.36   $   0.77   $   0.32   $   0.24
                                           ========    ========    ========   ========   ========   ========   ========   ========
Shares used in computing net income (loss) per share:
   Basic ...............................     23,852      23,642      23,472     23,890     23,869     23,263     22,767     22,048
                                           ========    ========    ========   ========   ========   ========   ========   ========
   Diluted .............................     23,852      23,642      25,126     26,107     26,999     26,186     25,467     24,015
                                           ========    ========    ========   ========   ========   ========   ========   ========
</TABLE>
<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                           ---------------------------------------------------------------------------------------
                                           Sept. 30,    Jul. 1,     Apr. 1,   Dec. 31,    Oct. 1,    Jul. 2,    Apr. 2,    Jan. 2,
                                             2001        2001        2001       2000       2000       2000       2000       2000
                                           ========    ========    ========   ========   ========   ========   ========   ========
<S>                                        <C>         <C>         <C>        <C>        <C>        <C>        <C>        <C>
As a Percentage of Net Revenues:
Net revenues ...........................    100.0%      100.0%       100.0%    100.0%     100.0%     100.0%     100.0%     100.0%
Gross profit ...........................     52.3        51.8         62.5      63.3       62.6       62.3       62.1       62.0
Income (loss) from operations ..........    (19.3)      (11.6)         7.7      12.5       22.7       12.2       20.8       15.6
Net income (loss) ......................     (7.3)       (7.2)         6.2       5.7       16.3       36.2       16.0       12.6
</TABLE>

<PAGE>


                          PART II -- OTHER INFORMATION


Item 1. Legal Proceedings

     Currently,  there are no pending legal  proceedings of a material nature to
which Actel is a party or of which any of its property is the subject. There are
no such legal  proceedings known by Actel to be contemplated by any governmental
authority.

     On March 29, 2000, Unisys  Corporation  (Unisys) brought suit in the United
States District Court for the Northern District of California, San Jose Division
(Court),  against Actel seeking  monetary  damages and  injunctive  relief.  The
summons and complaint  were served on Actel on April 10, 2000.  Actel and Unisys
orally  agreed to settle the case on April 25,  2001,  and executed a definitive
written settlement agreement on June 29, 2001. The Court dismissed the case with
prejudice on July 13, 2001. The  settlement was immaterial to Actel's  business,
financial condition, and operating results.

     As is typical in the semiconductor industry,  Actel has been and expects to
be notified from time to time of claims that it may be infringing  patents owned
by others.  During the past year, Actel has held discussions regarding potential
patent  infringement  issues.  As it has in the past,  Actel may obtain licenses
under  patents that it is alleged to  infringe.  When  probable  and  reasonably
estimable, Actel has made provision for the estimated settlement costs of claims
for alleged  infringement  prior to the balance sheet date. While Actel believes
that  reasonable  resolution  will occur,  there can be no assurance  that these
claims will be resolved or that the  resolution  of these claims will not have a
materially adverse effect on Actel's business,  financial condition,  or results
of operations.  In addition,  Actel's evaluation of the probable impact of these
pending  disputes  could  change  based upon new  information  learned by Actel.
Subject to the foregoing,  Actel does not believe that any pending  disputes are
likely to have a  materially  adverse  effect on  Actel's  financial  condition,
results  of  operations,  or  liquidity.  The  foregoing  is  a  forward-looking
statement  subject  to all of the risks  and  uncertainties  of  patent  claims,
including  the  discovery  of new  information  and  unpredictability  as to the
outcome of any proceeding.


<PAGE>


Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

     None.

(b)  Reports on Form 8-K

     None.


                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                                ACTEL CORPORATION




      Date: November 13, 2001                  /s/ Jon A. Anderson
                                       -------------------------------------
                                                  Jon A. Anderson
                                            Vice President of Finance
                                           and Chief Financial Officer
                                         (as principal financial officer
                                          and on behalf of Registrant)




</TEXT>
</DOCUMENT>
</SUBMISSION>
