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<DESCRIPTION>PROXY STATEMENT, PROXY CARD, AND STOCK OPTION PLAN
<TEXT>



                                ACTEL CORPORATION

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                           To be held on May 18, 2001

TO THE SHAREHOLDERS:

       NOTICE IS HEREBY GIVEN that the Annual Meeting of  Shareholders  of Actel
Corporation,  a California corporation ("Actel"),  will be held on May 18, 2001,
at 10:30 a.m. PDT in the Consulate Room at Embassy Suites,  2885 Lakeside Drive,
Santa Clara, California 95054, for the following purposes:

       1.     To elect  directors  to serve  until the next  Annual  Meeting  of
              Shareholders and until their successors are elected.

       2.     To approve  Actel's  1986  Incentive  Stock Option Plan as amended
              (subject to  shareholder  approval) and restated to prohibit stock
              option repricings and cancellation/replacement  awards that result
              in variable award accounting,  prohibit the granting of any option
              at less than fair  market  value,  and extend the term of the Plan
              until May 2011.

       3.     To  ratify  the  appointment  of  Ernst  &  Young  LLP as  Actel's
              independent auditors for the fiscal year ending January 6, 2002.

       4.     To transact  such other  business as may properly  come before the
              Annual Meeting or any adjournments thereof.

       Only  shareholders  of record at the close of business on March 19, 2001,
are entitled to notice of and to vote at the Annual Meeting.

       All  shareholders  are cordially  invited to attend the Annual Meeting in
person.  However, to ensure your  representation at the Annual Meeting,  you are
urged to sign and return the  enclosed  Proxy as  promptly  as  possible  in the
postage-prepaid,   self-addressed   envelope  enclosed  for  that  purpose.  Any
shareholder  attending  the  Annual  Meeting  may  vote in  person  even if such
shareholder has returned a proxy.

                                              BY ORDER OF THE BOARD OF DIRECTORS

                                              David L. Van De Hey
                                              Secretary
Sunnyvale, California
March 31, 2001


<PAGE>

                                ACTEL CORPORATION

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

                               PROXY STATEMENT FOR

                       2001 ANNUAL MEETING OF SHAREHOLDERS


       The  enclosed  Proxy is  solicited on behalf of the Board of Directors of
Actel Corporation,  a California  corporation  ("Actel"),  for use at the Annual
Meeting of Shareholders  to be held on Friday,  May 18, 2001, at 10:30 a.m. PDT,
and at any  adjournments  thereof,  for the purposes set forth herein and in the
accompanying  Notice of Annual Meeting of Shareholders.  The Annual Meeting will
be held in the Consulate  Room at Embassy  Suites,  2885 Lakeside  Drive,  Santa
Clara, California 95054. The telephone number at that address is (408) 496-6400.

       These proxy solicitation materials were mailed on or about April 7, 2001,
to all shareholders entitled to vote at the Annual Meeting.


                 INFORMATION CONCERNING SOLICITATION AND VOTING

Record Date

       Holders of record of Actel Common Stock at the close of business on March
19,  2001 (the  "Record  Date"),  are  entitled  to notice of and to vote at the
Annual Meeting. At the Record Date, 23,559,174 shares of Actel Common Stock were
issued and outstanding.

Revocability of Proxies

       Any proxy  given  pursuant  to this  solicitation  may be  revoked by the
person  giving it at any time before its use by (i)  delivering to the Secretary
of Actel a written notice of revocation or a duly executed proxy bearing a later
date or (ii)  attending the Annual  Meeting and voting in person.  The principal
executive  offices of Actel are  located at 955 East Arques  Avenue,  Sunnyvale,
California 94086. Actel's telephone number at that address is (408) 739-1010.

Voting and Solicitation

       Each  shareholder  is  entitled  to one vote for each  share  held on all
matters.

       This  solicitation of proxies is made by Actel and all related costs will
be borne by Actel.  In addition,  Actel may reimburse  brokerage firms and other
persons  representing   beneficial  owners  of  shares  for  their  expenses  in
forwarding   solicitation   material  to  such   beneficial   owners.   Original
solicitation of proxies by mail may be supplemented by telephone,  facsimile, or
personal  solicitation by paid solicitors or by directors,  officers, or regular
employees  of Actel  without  payment  of  additional  compensation.  Actel  has
retained Morrow & Co., Inc., a proxy soliciting organization, to solicit proxies
for the Annual  Meeting.  Their fees for soliciting  proxies are estimated to be
approximately $10,000, plus reasonable out-of-pocket expenses.

Required Vote

       The quorum  required  to conduct  business  at the Annual  Meeting or any
adjournments  thereof is a majority  of the  shares of Common  Stock  issued and
outstanding  on the Record  Date.  If a quorum is  present,  the six  candidates
receiving the highest  number of affirmative  votes shall be elected  directors;
votes  against  any  candidate  and votes  withheld  have no legal  effect.  The
affirmative  vote of the  majority of the shares  represented  and  "entitled to
vote" are  required to approve  Proposal No. 2 (Approval of Amended and Restated
1986 Incentive Stock Option Plan). On every other proposal set forth herein, the
affirmative vote of the majority of the shares represented at the Annual Meeting
and "voting" is required for approval.

       Although there is no definitive  California statute or case law as to the
proper  treatment of abstentions and broker  nonvotes,  Actel believes that both
abstentions  and broker  nonvotes  should be counted for purposes of determining
the presence or absence of a quorum for the transaction of business.  Actel also
believes  that neither  abstentions  nor broker  nonvotes  should be counted for
purposes of determining  the total number of shares  represented and "voting" on
each  matter  for which that is the  required  vote of the  shareholders.  Actel
further believes that abstentions should be counted, but broker non-votes should
not be  counted,  for  purposes  of  determining  the  total  number  of  shares
represented and "entitled to vote" on each matter for which that is the required
vote  of the  shareholders.  In the  absence  of  controlling  precedent  to the
contrary,  Actel intends to treat  abstentions and broker nonvotes in the manner
described in this paragraph.

Deadline for Receipt of Shareholder Proposals

       Proposals of  shareholders  of Actel that are intended to be presented by
such  shareholders  at  Actel's  2002  Annual  Meeting of  Shareholders  must be
received by Actel no later than December 8, 2001, in order to be considered  for
inclusion in the proxy statement and form of proxy relating to that meeting.

Share Ownership

       The  following  table  sets  forth  certain  information   regarding  the
beneficial  ownership  of Actel  Common  Stock by each person who is believed by
Actel to have  owned  beneficially  more than five  percent  of the  outstanding
shares of Actel Common Stock as of the Record Date:

                                                    Amount and
                                                    Nature of
                                                    Beneficial
       Name and Address of Beneficial Owner         Ownership        Percent of
                                                                      Class (1)
-------------------------------------------------  ---------------  -----------
A I M Management Group Inc.......................   1,833,080 (2)       7.8%
   11 Greenway Plaza, Suite 100
   Houston, Texas  77046
High Rock Capital LLC............................   1,256,000 (3)       5.3%
   28 State Street, 18th Floor
   Boston, Massachusetts  02109
Mellon Financial Corporation.....................   1,240,769 (4)       5.3%
   One Mellon Center
   Pittsburgh, Pennsylvania  12528
Pilgrim Baxter & Associates, Ltd.................   1,565,600 (5)       6.6%
   825 Duportail Road
     Wayne, Pennsylvania  19087
Thomson Horstmann & Bryant, Inc..................   1,275,200 (6)       5.4%
   Park 80 West, Plaza Two
   Saddle Brook, New Jersey  07663

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

(1)    Calculated  as a percentage of shares of Common Stock  outstanding  as of
       the Record Date.

(2)    As  reported  by the  beneficial  owner as of  December  31,  2000,  in a
       Schedule 13G filed with the  Securities and Exchange  Commission  ("SEC")
       and dated February 12, 2001.  The reporting  person has sole voting power
       with respect to 1,833,080 shares and sole dispositive  power with respect
       to 1,833,080 shares of Common Stock. The shares are owned by subsidiaries
       of  the  reporting  person,  A I  M  Advisors,  Inc.  and  A I M  Capital
       Management,  Inc., which are investment advisers registered under Section
       203 of the Investment Advisers Act of 1940.

(2)    As  reported  by the  beneficial  owner as of  December  31,  2000,  in a
       Schedule  13G  filed  with the SEC and  dated  February  9,  2001.  As of
       December 31, 2000,  High Rock Capital LLC ("HRC") was the record owner of
       1,130,800 shares and High Rock Asset Management LLC ("HRAM") HRAM was the
       record owner of 125,200 shares of Common Stock (collectively, the "Record
       Shares").  HRC has sole voting power with respect to 1,130,800 shares and
       sole dispositive  power with respect to 1,130,800 shares of Common Stock.
       HRAM has sole  voting  power  with  respect  to  125,200  shares and sole
       dispositive  power with  respect to 125,200  shares of Common  Stock.  By
       virtue of their  relationship as affiliated  limited liability  companies
       with the same individual as President, each of HRC and HRAM may be deemed
       to beneficially own all of the Record Shares. Hence, each of HRC and HRAM
       may be deemed to  beneficially  own  1,256,000  shares as of December 31,
       2000. Each of HRC and HRAM expressly  disclaims  beneficial  ownership of
       any  shares of Actel  Corporation,  except,  in the case of HRC,  for the
       1,130,800  shares that it holds of record  and, in the case of HRAM,  for
       the 125,200  shares that it holds of record.  HRC and HRAM are investment
       advisers in accordance with Rule 13d-1(b)(1)(ii)(E).

(4)    As  reported  by the  beneficial  owner as of  December  31,  2000,  in a
       Schedule 13G  (Amendment  No. 1) filed with the SEC and dated January 12,
       2001. The reporting  person has sole voting power with respect to 999,829
       shares,  shared  voting  power  with  respect  to  107,400  shares,  sole
       dispositive   power  with  respect  to  1,234,769   shares,   and  shared
       dispositive  power with respect to 6,000 shares of Common  Stock.  All of
       the shares are  beneficially  owned by the reporting person and direct or
       indirect subsidiaries in their various fiduciary capacities. As a result,
       another  entity in every instance is entitled to dividends or proceeds of
       sale.  The  reporting  person,  on behalf of itself  and its  direct  and
       indirect subsidiaries,  including Mellon Bank, N.A., disclaims beneficial
       ownership of any such shares for the  purposes of Section  13(d) or 13(g)
       of the Securities Exchange Act of 1934 ("Exchange Act").

(5)    As  reported  by the  beneficial  owner as of  December  31,  2000,  in a
       Schedule  13G  filed  with  the SEC and  dated  February  14,  2001.  The
       reporting person, which is an investment adviser registered under Section
       203 of the  Investment  Advisers Act of 1940,  has sole voting power with
       respect to 1,385,600  shares and sole  dispositive  power with respect to
       1,565,600 shares of Common Stock.

(6)    As  reported  by the  beneficial  owner as of  December  31,  2000,  in a
       Schedule 13G  (Amendment  No. 2) filed with the SEC and dated February 1,
       2001. The reporting  person,  which is an investment  adviser  registered
       under Section 203 of the Investment Advisers Act of 1940, has sole voting
       power with respect to 612,100 shares of Common Stock, shared voting power
       with respect to 26,000 shares of Common Stock, and sole dispositive power
       with respect to 1,275,200 shares of Common Stock.


<PAGE>


                     PROPOSAL NO. 1 -- ELECTION OF DIRECTORS

Nominees

       A board of six directors is to be elected at the Annual  Meeting.  Unless
otherwise  instructed,  the proxy holders will vote the proxies received by them
for the nominees  named below.  If any nominee of Actel is unable or declines to
serve as a director at the time of the Annual Meeting, the proxies will be voted
for any nominee who shall be  designated  by the present  Board of  Directors to
fill the  vacancy.  Actel is not aware of any nominee who will be unable or will
decline to serve as a director.  The term of office of each person  elected as a
director will continue  until the next Annual  Meeting and until a successor has
been elected.

       The  Board of  Directors  recommends  that  shareholders  vote  "FOR" the
nominees listed below:
<TABLE>
<CAPTION>

                                                                             Director
 Name of Nominee                Age   Principal Occupation                     Since
-----------------------------  -----  -------------------------------------  --------
<S>                              <C>  <C>                                         <C>
John C. East.................    56   President and Chief Executive Officer    1988
                                      Actel Corporation

James R. Fiebiger............    59   Chairman and Chief Executive Officer     2000
                                      Lovoltech, Inc.

Jos C. Henkens (1)(2)........    48   General Partner                          1988
                                      Advanced Technology Ventures

Jacob S. Jacobsson (2).......    47   President and Chief Executive Officer    1998
                                      Forte Design Systems

Frederic N. Schwettmann (1)(2).  61   Retired                                  1990

Robert G. Spencer (1)..........  57   Principal                                1989
                                      The Spencer Group

</TABLE>
-----------------------------

(1)    Member of Audit Committee.

(2)    Member of Compensation Committee.

       Mr. East has served as President, Chief Executive Officer, and a director
of Actel since  December 1988. Mr. East also serves,  at Actel's  request,  as a
director of Adaptec, Inc. and SCS Corporation,  a private company located in San
Diego.

       Mr.  Fiebiger  has been a director of Actel since  December  2000.  Since
December  1999, he has been Chairman and Chief  Executive  Officer of Lovoltech,
Inc.,  a start-up  fabless  semiconductor  company  specializing  in low voltage
devices.  He also serves as a director of Mentor  Graphics  Corporation,  QLogic
Corporation, and Artest Corporation. Mr. Fiebiger was President, Chief Executive
Officer, and a director of GateField Corporation,  President and Chief Operating
Officer of VLSI  Technology,  Inc.,  and Corporate  Vice President and Assistant
General Manager of Motorola Semiconductor Sector.

       Mr. Henkens has been a director of Actel since April 1988. He also served
as a director of Actel from  October 1985 to July 1986.  Mr.  Henkens has been a
general partner of Advanced Technology Ventures, a venture capital firm, for the
past five years.  Mr.  Henkens  also  serves as a director  of Credence  Systems
Corporation, Objectshare, Inc., and various private companies.

       Mr. Jacobsson has been a director of Actel since May 1998. Since November
2000, he has been President, Chief Executive Officer, and a director of Cynapps,
Inc. and its successor by merger, Forte Design Systems, a privately-held company
that  will  offer  products  and  services  for  the  hierarchical   design  and
verification  of large,  complex systems and integrated  circuits.  For the five
years  prior to that,  he was  President  and  Chief  Executive  Officer  of SCS
Corporation,  a  privately-held,  fabless  semiconductor  company  in the  Radio
Frequency  Identification  area. Mr.  Jacobsson also serves as a director of SCS
Corporation and another private company.

       Mr.  Schwettmann  has been a director of Actel  since  April 1990.  He is
retired. Mr. Schwettmann was President,  Chief Operating Officer, and a director
of Read-Rite Corporation, the leading independent supplier of thin-film magnetic
recording heads for Winchester disk drives,  from May 1993 until September 1997.
From June 1990 to May 1993, Mr. Schwettmann served on Actel's Board of Directors
as the  representative of Hewlett-Packard  Company,  where he was Vice President
and General Manager of the Circuit Technologies Group.

       Mr. Spencer has been a director of Actel since February 1989. He has been
the principal of The Spencer Group, a consulting firm, for the past five years.

       There is no family relationship between any director or executive officer
of Actel and any other director or executive officer of Actel.

Board Meetings and Committees

       During Actel's 2000 fiscal year, which ended December 31, 2000, the Board
of Directors held four meetings, the Board's Audit Committee held four meetings,
and the Board's Compensation  Committee held two meetings.  Mr. Henkens attended
fewer than 75% of the  aggregate  of (i) the  number of  meetings  of  regularly
scheduled  and  special  meetings of the Board of  Directors  and (ii) the total
number of meetings held by all  committees of the Board of Directors on which he
served.

       The Audit  Committee,  which  currently  consisted  of  Messrs.  Henkens,
Schwettmann,  and Spencer,  reviews the results and scope of the audit and other
services provided by Actel's independent auditors.  The Compensation  Committee,
which  currently  consists  of  Messrs.  Henkens,  Jacobsson,  and  Schwettmann,
approves  salary,  benefit,  and incentive  compensation  matters.  The Board of
Directors  does not have a nominating  committee or a committee  performing  the
functions of a nominating committee.

Director Compensation

       Cash Compensation

       Directors who are not employees of Actel receive  compensation  for their
services  as  directors  at the rate of $1,500 per Board  meeting  attended  and
$1,000 per  committee  meeting  attended.  In  addition,  nonemployee  directors
receive  an annual  retainer  of  $12,000.  Directors  are also  reimbursed  for
reasonable out-of-pocket expenses incurred in the performance of their duties.

       1993 Directors' Stock Option Plan

       Actel's 1993 Directors'  Stock Option Plan (the "Director Plan") provides
for the grant of nonstatutory  stock options to nonemployee  directors of Actel.
If Actel's  nominees are elected,  five directors  (Messrs.  Fiebiger,  Henkens,
Jacobsson,  Schwettmann,  and Spencer) will be eligible to receive option grants
under the Director Plan. New directors are granted an option to purchase  15,000
shares of Common  Stock,  which  vests and become  exercisable  as to 25% of the
shares subject to the option on the dates of Actel's annual shareholder  meeting
occurring  in each of the  first,  second,  third,  and  fourth  calendar  years
following  the date of grant.  Re-elected  directors  are  granted  an option to
purchase  5,000 shares of Common Stock,  which vests and becomes  exercisable on
the date of the annual shareholder meeting in the fourth calendar year following
the date of grant.


               PROPOSAL NO. 2 -- APPROVAL OF AMENDED AND RESTATED
                        1986 INCENTIVE STOCK OPTION PLAN

General

       The Board of Directors is  recommending  shareholder  approval of Actel's
1986 Incentive  Stock Option Plan as amended  (subject to shareholder  approval)
and  restated  by the Board on  January  19,  2001,  to  prohibit  stock  option
repricings  and  cancellation/replacement  awards that result in variable  award
accounting ("Repricings"), prohibit the granting of any option at less than fair
market value ("Below Market Options"), and extend the term of the Plan until May
2011 (collectively, the "2001 Amendments").

       The Board  believes  that the 1986  Incentive  Stock Option Plan ("Option
Plan")  has served  Actel well by  enabling  it to recruit  and retain  talented
employees in extremely  competitive workplace markets.  Nevertheless,  the Board
recognizes that option grants represent  potential future dilution to the equity
interests of all shareholders.  In consideration of such shareholder  interests,
the Board authorized a stock repurchase  program in 1998 that serves to mitigate
future dilution.  In 1998, Actel  repurchased  675,000 shares of Common Stock on
the open market under a Board  authorization to buy up to 1,000,000  shares.  An
additional  1,000,000 shares was authorized for repurchase in 1999. During 2000,
Actel repurchased 886,108 shares of Common Stock. On January 19, 2001, the Board
authorized the repurchase of another  1,000,000  shares.  While any future stock
repurchases  are  subject  to  market   conditions  and  the   consideration  of
alternative investment  opportunities  available to Actel from time to time, the
Board remains committed to preserving and maximizing shareholder value.

       The Board  believes that the express  prohibition of Repricings and Below
Market Options will conform the Option Plan to current accounting  standards and
prevailing  shareholder  views.  The Board also believes  that  extension of the
Option Plan will provide the  flexibility  and reserve of options  necessary for
Actel to  compete  successfully  with  other  companies  to  attract  and retain
valuable employees in the future.

       The Board of Directors recommends that shareholders vote "FOR" the Option
Plan as amended by the 2001 Amendments and restated (the "Amended Option Plan").
An  abstention  will have the same  effect  as a vote  against  approval  of the
proposed 2001 Amendments.

Summary of the Option Plan

       The Option  Plan was  initially  approved  by the Board of  Directors  in
January  1986 and by the  shareholders  in May 1986.  Since then,  the Board and
Actel's  shareholders  have  approved  numerous  amendments  to the Option Plan,
including  increases in the number of shares of Common Stock  issuable under the
Option Plan. The term of the Option Plan was last extended in 1994.

       The Option Plan provides for the granting to employees of incentive stock
options within the meaning of Section 422 of the Internal  Revenue Code of 1986,
as  amended  (the  "Code"),  and for the  granting  of  nonstatutory  options to
employees,  consultants (including sales  representatives),  and directors.  See
"Certain  Federal Income Tax Information"  below for information  concerning the
tax treatment of both incentive  stock options and  nonstatutory  stock options.
The Option  Plan is not a qualified  deferred  compensation  plan under  Section
401(a) of the Code,  and it is not  subject to the  Employee  Retirement  Income
Security Act of 1974, as amended.

       At December 31, 2000,  options to purchase a total of 4,721,195 shares of
Common Stock had been exercised and not repurchased; options to purchase a total
of 4,677,766  shares were  outstanding at a weighted  average  exercise price of
$19.54 per share; and 20,997 shares remained  available for future option grants
under the  Option  Plan.  See  "Amended  Plan  Benefits"  below  for  disclosure
regarding the approximate  dollar value and number of options to purchase shares
that were allocated to officers and employees under the Option Plan in 1999.

       The essential  features of the Option Plan, as amended and restated,  are
summarized  below.  This  summary does not purport to be complete and is subject
to, and  qualified  by,  reference to all  provisions of the Option Plan and the
Amended Option Plan, copies of which will be provided to you free of charge upon
request.

       Purposes

       The  purposes  of the  Option  Plan are to  attract  and  retain the best
available  personnel for  positions of  substantial  responsibility,  to provide
additional  incentive for employees and consultants of Actel, and to promote the
success of Actel's business.

       Administration

       The Option Plan may be administered  by different  bodies with respect to
optionees who are directors,  officers who are not  directors,  and employees of
Actel who are  neither  officers  nor  directors.  With  respect to the grant of
options to employees who are also officers and directors,  subject to Section 16
of the Exchange Act, the Option Plan shall be  administered  by (i) the Board of
Directors of Actel,  provided that the Board may do so in  compliance  with Rule
16b-3 promulgated under the Exchange Act, or (ii) a committee  designated by the
Board  and  constituted  in such a manner as to comply  with  Rule  16b-3.  With
respect to grants to  employees  or  consultants  who are neither  officers  nor
directors of Actel,  the Option Plan shall be  administered by the Board or by a
committee  of the  Board.  The  Option  Plan is  currently  administered  by the
Compensation Committee of the Board.

       The  administrators  of the Option  Plan have full power to select,  from
among  the  employees  and  consultants  of  Actel  eligible  for  awards,   the
individuals to whom awards will be granted, to make any combination of awards to
any participant,  and to determine the specific terms of each grant,  subject to
the provisions of the Option Plan. The  interpretation  and  construction of any
provision  of  the  Option  Plan  by  the  administrators  shall  be  final  and
conclusive.  Members of the Board receive no additional  compensation  for their
services in connection with the administration of the Option Plan.

       Eligibility

       The Option  Plan  provides  that  options  may be  granted  to  employees
(including  officers and directors who are also  employees)  and  consultants of
Actel or its parent, if any, or subsidiary.  Incentive stock options may only be
granted to  employees.  The Board of  Directors  or its  committee  selects  the
individuals  to whom options will be granted and determines the number of shares
to be represented by each option as well as the terms thereof.

       Grant Limitation

       The Option  Plan  limits  the number of shares  that may be granted to an
employee  under the Option  Plan to 500,000  in any fiscal  year.  This limit is
subject to  appropriate  adjustment in the event of stock splits,  reverse stock
splits,  and the like.  The purpose of this  limit,  which is intended to comply
with Section 162(m) of the Code and the regulations  thereunder,  is to preserve
Actel's ability to deduct in full any  compensation  expense related to employee
stock options.

       Stock Options

       Each option granted under the Option Plan is to be evidenced by a written
stock  option  agreement  between  Actel and the  optionee and is subject to the
following additional terms and conditions:

              Exercise of the Option.  The Board or its committee  determines on
       the date of grant when options become exercisable. An option is exercised
       by giving  written  notice of exercise to Actel  specifying the number of
       full shares of Common Stock to be purchased and tendering  payment of the
       purchase  price to Actel.  The  acceptable  methods of payment for shares
       issued upon  exercise of an option are set forth in the option  agreement
       and may consist of (i) cash,  (ii) check,  (iii)  promissory  note,  (iv)
       shares of Common Stock, (v) the delivery of a properly  executed exercise
       notice  together  with  such  other  documentation  as the  Board and the
       broker,  if applicable,  shall require to effect an exercise and delivery
       to Actel the amount of sale or loan proceeds required to pay the exercise
       price, (vi) any combination of the foregoing methods, or (vii) such other
       consideration and method of payment permitted under applicable law.

              Exercise  Price.  The exercise price of options  granted under the
       Option Plan is determined on the date of grant. In the event of the grant
       of a  nonstatutory  option below the fair market  value,  the  difference
       between  fair market  value on the date of grant and the  exercise  price
       would be treated as a compensation  expense for  accounting  purposes and
       would therefore affect Actel's  earnings.  In the case of options granted
       to an employee  who at the time of grant owns more than 10% of the voting
       power of all classes of stock of Actel or any parent or  subsidiary,  the
       exercise  price must be at least 110% of the fair market  value per share
       of the Common Stock at the time of grant. The exercise price of incentive
       stock options must be at least 100% of the fair market value per share at
       the time of grant.  Under the Amended  Option Plan, the exercise price of
       nonstatutory  options must also be at least 100% of the fair market value
       per share at the time of grant.

              The fair  market  value of a share of  Common  Stock  shall be the
       closing  sales  price for such  stock as quoted  on the  Nasdaq  National
       Market on the date of grant.  If the  Common  Stock of Actel is traded on
       Nasdaq (but not on the Nasdaq National  Market) or regularly  quoted by a
       recognized  securities dealer,  but selling prices are not reported,  the
       fair market  value of a share of Common  Stock of Actel shall be the mean
       between  the bid and asked  prices  for the  Common  Stock on the date of
       grant.

              Termination.   If  the   optionee's   employment   or   consulting
       relationship with Actel is terminated for any reason (other than death or
       total and permanent disability),  options may be exercised within 30 days
       (or such other period of time not exceeding three months as is determined
       by the Board or its committee)  after such  termination as to all or part
       of the shares as to which the  optionee  was  entitled to exercise at the
       date of such  termination,  provided  that the option may be exercised no
       later than its expiration date.

              Disability.  If an  optionee  is  unable  to  continue  his or her
       employment or consulting relationship with Actel as a result of total and
       permanent  disability,  options may be  exercised  at any time within six
       months  (or such  other  period  of time not  exceeding  12  months as is
       determined by the Board or its committee)  from the date of disability to
       the extent  such  options  were  exercisable  at the date of  disability,
       provided  that the option may be exercised  no later than its  expiration
       date.

              Death.  If an  optionee  dies  while  serving  as an  employee  or
       consultant of Actel,  options become fully vested and may be exercised at
       any time  within  12  months  after  the date of death by the  optionee's
       estate or a person  who  acquired  the right to  exercise  the  option by
       bequest or  inheritance,  provided  that the option may be  exercised  no
       later than its expiration  date. Term and Termination of Options.  At the
       time an option is  granted,  the Board or its  committee  determines  the
       period  within  which the  option  may be  exercised.  The form of option
       agreement  provides that options  granted under the Option Plan expire 10
       years  from the date of grant.  In no event may the term of an  incentive
       stock  option be longer than 10 years.  No option may be exercised by any
       person  after the  expiration  of its term.  An  incentive  stock  option
       granted to an optionee who, at the time such option is granted, owns more
       than 10% of the  voting  power of all  classes  of stock of Actel may not
       have a term of more than five years.

              Nontransferability  of Options.  An option is not  transferable by
       the optionee, other than by will or the laws of descent and distribution,
       and is exercisable during the optionee's lifetime only by the optionee.

              Other  Provisions.  The option  agreement  may contain  such other
       terms,  provisions,  and conditions not inconsistent with the Option Plan
       as may be determined by the Board or its committee.

       Stock Subject to the Option Plan

       The Option Plan provides that the aggregate  number of shares that may be
optioned and sold under the Plan is increased  annually on the first day of each
fiscal year by such amount as is  necessary  to make the total  number of shares
available  for grant  under the Option  Plan equal to 5% of Actel  Common  Stock
issued  and  outstanding  at  the  close  of  business  on the  last  day of the
immediately  preceding fiscal year (the "Annual  Replenishment").  Following the
Annual  Replenishment on January 1, 2001, a total of 10,536,971 shares of Common
Stock were  reserved for  issuance  under the Option  Plan,  of which  1,166,558
shares  were  available  for future  option  grants  (including  885,781  shares
available for issuance as incentive stock options).

       Adjustments; Dissolutions; Mergers and Asset Sales

       In the event any change,  such as a stock split or  dividend,  is made in
Actel's  capitalization that results in an increase or decrease in the number of
outstanding shares of Common Stock without receipt of consideration by Actel, an
appropriate  adjustment  shall be made in the number of shares  under the Option
Plan and the price per share covered by each outstanding option.

       In the event of the proposed  dissolution or  liquidation  of Actel,  all
outstanding options will terminate immediately prior to the consummation of such
proposed action.  However, the Board may, in its discretion,  make provision for
accelerating  the  exercisability  of shares subject to options under the Option
Plan in the event of such a proposed dissolution or liquidation.

       In the event of the merger of Actel with or into another corporation or a
proposed  sale  of  all  or  substantially  all of the  assets  of  Actel,  each
outstanding option shall be assumed or substituted by the successor corporation.
However, if a successor does not so assume or substitute, each participant shall
have the right to exercise  the option as to all shares  subject to such option,
including  shares  as  to  which  the  option  would  not  otherwise  have  been
exercisable.

       Amendment and Termination

       The Board may amend the  Option  Plan at any time or from time to time or
may terminate the Option Plan without approval of the shareholders,  except that
shareholder  approval is required for any amendment to the Option Plan requiring
shareholder  approval under applicable law as in effect at the time. However, no
action by the Board of Directors or shareholders  may alter or impair any option
previously  granted under the Option Plan.  The Board may accelerate the vesting
of any option or waive any condition or restriction pertaining to such option at
any time. The Board may also substitute new stock options for previously granted
stock options,  including  previously granted stock options having higher option
prices, and may reduce the exercise price of any option to the then-current fair
market value if the fair market value of the Common Stock covered by such option
shall have  declined  since the date the option was  granted.  Under the Amended
Option Plan, the Board may not  substitute  new options for  previously  granted
stock  options  or  reduce  the  price of any  option  if such  substitution  or
reduction  would result in variable  award  accounting.  The Amended Option Plan
will terminate on May 18, 2011,  unless further extended or earlier  terminated.
Any options  outstanding  under the Option  Plan at the time of its  termination
will remain outstanding until they expire by their terms.

Certain Federal Income Tax Information

       An optionee who is granted an incentive  stock option will not  recognize
taxable  income  either at the time of grant or exercise,  although the exercise
may  subject the  optionee  to the  alternative  minimum  tax.  Upon the sale or
exchange  of the shares  more than two years  after  grant of the option and one
year after exercise,  any gain or loss will be treated as long-term capital gain
or loss. If these holding periods are not satisfied, the optionee will recognize
ordinary income at the time of sale or exchange equal to the difference  between
the  exercise  price and the lower of (i) the fair market value of the shares at
the date of the option exercise and (ii) the sale price of the shares.

       An optionee will not  recognize any taxable  income at the time he or she
is granted a nonstatutory option.  However, upon its exercise, the optionee will
recognize  taxable  income  generally  measured  as the  excess of the then fair
market value of the shares purchased over the purchase price. Any taxable income
recognized in connection  with an option  exercise by an optionee who is also an
employee of Actel will be subject to tax  withholding  by Actel.  Upon resale of
such  shares by the  optionee,  any  difference  between the sales price and the
optionee's  purchase  price,  to the extent not  recognized as taxable income as
described  above,  will be treated as  long-term or  short-term  capital gain or
loss, depending on the holding period. Actel will be entitled to a tax deduction
in the same amount as the ordinary income recognized by an optionee with respect
to shares acquired upon exercise of an option.

       The foregoing  summary of the federal income tax  consequences  of Option
Plan transactions is based upon federal income tax laws in effect on the date of
this Proxy Statement. This summary does not purport to be complete, and does not
discuss foreign, state, or local tax consequences.

       The following table summarizes the approximate dollar value and number of
options to purchase  shares that were  allocated  pursuant to the Option Plan in
the  last  completed  fiscal  year to (i) the  executive  officers  named in the
Summary  Compensation  Table, (ii) all executive  officers as a group, and (iii)
all employees who are not executive  officers as a group. Only directors who are
also  executive  officers  of Actel are  eligible to receive  options  under the
Option Plan.

                              Amended Plan Benefits

<TABLE>
<CAPTION>
                                                              1986 Incentive Stock
                                                                  Option Plan (1)
                                                            ------------------------
                                                                           Number of
                                                                            Option
                                                            Dollar Value    Shares
Name and Position                                              (2)         Granted
---------------------------------------------------------   ------------   --------
<S>                                                         <C>             <C>
John C. East.............................................   $   (50,455)    129,616
   Chief Executive Officer and President

Esmat Z. Hamdy...........................................        32,934      56,930
   Senior Vice President of Technology and Operations

Paul V. Indaco...........................................          (572)     47,687
   Vice President of Sales

Fares N. Mubarak.........................................        39,024      58,610
   Vice President of Engineering

Henry L. Perret..........................................        32,934      56,930
   Vice President of Finance and Chief Financial Officer

Executive Officer Group (9 Persons)......................      (130,809)    506,070

Non-Executive Officer Employee Group.....................   (10,632,601)  1,529,258
</TABLE>

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

(1)    Future  benefits under the Option Plan are not  determinable  because the
       value of options depends on the market price of Actel Common Stock on the
       date of grant.  In addition,  grants of options under the Option Plan are
       at the discretion of Actel's Board of Directors.


(2)    Indicates  the  difference  between  the  exercise  price of the  options
       granted and $24.1875, the closing price of Actel Common Stock on December
       29, 2000, the last business day in fiscal 2000.


                PROPOSAL NO. 3 -- RATIFICATION OF APPOINTMENT OF
                              INDEPENDENT AUDITORS

       The  Board of  Directors  has  selected  Ernst & Young  LLP to audit  the
financial statements of Actel for the current fiscal year, which ends January 6,
2002.  The  Board  of  Directors   recommends  that   shareholders   vote  "FOR"
ratification  of the  selection  of  Ernst & Young  LLP as  Actel's  independent
auditors.  In the event of a  negative  vote,  the  Board  will  reconsider  its
selection.

       Representatives  of Ernst & Young LLP are  expected  to be present at the
Annual Meeting, will have the opportunity to make a statement if they so desire,
and are expected to be available to respond to appropriate questions.


<PAGE>


                                OTHER INFORMATION

Security Ownership of Management

       The  following  table  sets  forth  certain  information   regarding  the
beneficial  ownership  of Actel  Common  Stock as of the Record Date by (i) each
director,  (ii) each officer named in the Summary  Compensation Table, and (iii)
all directors and officers as a group:



<TABLE>
<CAPTION>
                                                                                        Shares         Percentage
                                                                                     Beneficially     Beneficially
                                       Name                                            Owned (1)        Owned (2)
--------------------------------------------------------------------------------     ------------     ------------
<S>                                                                                     <C>                <C>
John C. East (3)................................................................        292,110            1.2%
James R. Fiebiger (4)...........................................................         10,434             *
Esmat Z. Hamdy (5)..............................................................         64,218             *
Jos C. Henkens (6)..............................................................         16,297             *
Paul Indaco (7).................................................................         64,825             *
Jacob S. Jacobson (8)...........................................................          7,500             *
Fares N. Mubarak (9)............................................................         36,178             *
Henry L. Perret (10)............................................................         53,024             *
Frederic N. Schwettmann (11)....................................................         32,500             *
Robert G. Spencer (12)..........................................................         30,166             *
All Directors and Executive Officers as a Group (13 persons) (13)...............        719,837            3.1%
</TABLE>

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

*        Less than one percent.

(1)    Except as  indicated  in the  footnotes  to this  table and  pursuant  to
       applicable community property laws, the persons and entities named in the
       table have sole  voting  and sole  investment  power with  respect to all
       shares of Common Stock beneficially owned.

(2)    Calculated  as a percentage of shares of Common Stock  outstanding  as of
       the Record Date.

(3)    Includes  191,862  shares  issuable  pursuant to stock  options  that are
       exercisable within 60 days after the Record Date.

(4)    Includes  3,750  shares  issuable  pursuant  to  stock  options  that are
       exercisable within 60 days after the Record Date.

(5)    Includes  25,163  shares  issuable  pursuant  to stock  options  that are
       exercisable within 60 days after the Record Date.

(6)    Includes  12,500  shares  issuable  pursuant  to stock  options  that are
       exercisable within 60 days after the Record Date.

(7)    Includes  59,999  shares  issuable  pursuant  to stock  options  that are
       exercisable within 60 days after the Record Date.

(8)    Includes  7,500  shares  issuable  pursuant  to  stock  options  that are
       exercisable within 60 days after the Record Date.

(9)    Includes  35,172  shares  issuable  pursuant  to stock  options  that are
       exercisable within 60 days after the Record Date.

(10)   Includes  32,892  shares  issuable  pursuant  to stock  options  that are
       exercisable within 60 days after the Record Date.

(11)   Includes  32,500  shares  issuable  pursuant  to stock  options  that are
       exercisable within 60 days after the Record Date.

(12)   Includes  27,500  shares  issuable  pursuant  to stock  options  that are
       exercisable within 60 days after the Record Date.

(13)   Includes  499,773  shares  issuable  pursuant to stock  options  that are
       exercisable within 60 days after the Record Date.

Certain Transactions

       On  February  3, 2000,  David L. Van De Hey,  Actel's  Vice  President  &
General  Counsel,  exercised  options to purchase  34,952 shares of Common Stock
and, as permitted under the Option Plan,  tendered a promissory note for payment
of the  $367,674.25  purchase  price.  The  promissory  note is a  full-recourse
obligation  secured by the shares purchased.  The note has a three-year term and
bears  interest  at the rate of 6.11% per annum,  compounded  semiannually.  The
largest aggregate amount of indebtedness outstanding at any time during the last
fiscal  year  was  $378,906.70,   and  the  amount   currently   outstanding  is
$390,482.30.

Executive Compensation

       Summary of Officer Compensation

       The following table sets forth information concerning the compensation of
the five  mostly  highly  compensated  executive  officers  who were  serving as
executive officers of Actel at the end of the last completed fiscal year:



<PAGE>


                                       24
                         Summary Compensation Table (1)
<TABLE>
<CAPTION>


                                                                                                                 Long Term
                                                                                                                Compensation
                                                                                                                ------------
                                                                          Annual Compensation                      Awards
                                                            -------------------------------------------------   ------------
                                                                                                                 Securities
                                                                                                Other Annual     Underlying
                     Name and Principal Position             Year      Salary      Bonus (2)    Compensation       Options
--------------------------------------------------------    -----   ----------   -----------   --------------   ------------
<S>                                                          <C>    <C>          <C>           <C>              <C>
John C. East............................................     2000   $  378,863   $   445,044   $       0        140,000
   President and Chief Executive Officer                     1999      351,700       163,960           0        160,000 (3)
                                                             1998      328,468        92,643           0        120,000

Esmat Z. Hamdy..........................................     2000      275,434       229,261           0         63,000
   Senior Vice President of Technology & Operations          1999      268,443        98,731           0         50,000 (4)
                                                             1998      237,975        55,787           0         65,000

Paul V. Indaco..........................................     2000      256,620       221,469       8,700 (5)     52,000
   Vice President of Sales                                   1999      210,897        79,172      46,103 (6)    155,000 (7)

Fares N. Mubarak........................................     2000      271,250       223,111           0         65,000
   Vice President of Engineering                             1999      238,000        97,824           0         50,000
                                                             1998      187,500        44,550           0         89,979 (8)

Henry L. Perret...........................................   2000      249,820       242,741           0         63,000
   Vice President of Finance and Chief Financial Officer     1999      219,230        85,953           0         50,000 (9)
                                                             1998      194,701        47,025           0         74,092 (10)
</TABLE>

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

(1)    Except as set forth in this table,  there was no reportable  compensation
       awarded to, earned by, or paid to the named executive officers in 2000.

(2)    Actel generally pays bonuses in the year following that in which they are
       earned. In 1999, however, nearly all of the bonuses to executive officers
       were paid in the year in which they were earned.

(3)    15,000 options granted in 1999 were cancelled.

(4)    4,000 options granted in 1999 were cancelled.

(5)    Other compensation in 2000 related to car allowance.

(6)    Other compensation in 1999 related to car allowance and hiring bonus.

(7)    25,000 options granted in 1999 were cancelled.

(8)    25,024 options granted in 1998 were cancelled.

(9)    6,000 options granted in 1999 were cancelled.

(10)   Includes  26,250  options  granted in 1997 that were repriced in 1998 and
       18,906 options granted in 1998 that were cancelled.


<PAGE>

       Option Grants

       The following table sets forth certain  information with respect to stock
options  granted  during  2000 to each of the  executive  officers  named in the
Summary Compensation Table:

<TABLE>
<CAPTION>

                                                          Option Grants in Last Fiscal Year

                                                                               Potential Realizable Value at Assumed
                                                                              Annual Rates of Stock Price Appreciation
                                     Individual Grants (1)                                for Option Term (2)
                           ------------------------------------------------   ----------------------------------------
                                         % of Total
                                          Options
                            Number of    Granted to
                           Securities    Employees    Per Share
                           Underlying    in Fiscal    Exercise  Expiration
         Name              Options (3)     Year         Price      Date          0%          5%             10%
------------------------   -----------   ----------   ---------  ----------   -------   ------------    -------------
<S>                         <C>             <C>      <C>         <C>          <C>        <C>             <C>
John C. East............    75,000 (4)      2.72%    $  27.500   02/18/10     $     0    $  1,297,095    $   3,287,094
                            65,000 (5)      2.36%       20.563   12/21/10           0         840,557        2,130,136

Esmat Z. Hamdy..........    25,000 (4)      0.91%       27.500   02/18/10           0         432,365        1,095,698
                            38,000 (5)      1.38%       20.563   12/21/10           0         491,403        1,245,311

Paul V. Indaco..........    25,000 (4)      0.91%       27.500   02/18/10           0         432,365        1,095,698
                            27,000 (5)      0.98%       20.563   12/21/10           0         349,154          884,826

Fares N. Mubarak........    25,000 (4)      0.91%       27.500   02/18/10           0         432,365        1,095,698
                            40,000 (5)      1.45%       20.563   12/21/10           0         517,266        1,310,853

Henry L. Perret.........    25,000 (4)      0.91%       27.500   02/18/10           0         432,365        1,095,698
                            38,000 (5)      1.38%       20.563   12/21/10           0         491,403        1,245,311
</TABLE>

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

(1)    The exercise  price of these options is equal to the fair market value of
       Actel  Common  Stock on the date of grant.  The options  expire ten years
       from the date of grant,  are not transferable by the optionee (other than
       by will or the laws of descent  and  distribution),  and are  exercisable
       during  the  optionee's  lifetime  only by the  optionee.  To the  extent
       exercisable at the time of termination,  options may be exercised  within
       30 days following  termination of the optionee's  employment  with Actel,
       unless  termination is the result of total and permanent  disability,  in
       which case the  options  may be  exercised  at any time within six months
       following  termination,  or unless termination is the result of death, in
       which case the options  become  fully  vested and may be exercised at any
       time  within  12 months  following  death by the  optionee's  estate or a
       person  who  acquired  the right to  exercise  the  option by  bequest or
       inheritance.

(2)    The 0%, 5%, and 10% assumed annual rates of appreciation  are mandated by
       the rules of the SEC and do not represent  Actel's estimate or projection
       of future Common Stock prices.  The "potential  realizable  value" at the
       assumed  rates  of  appreciation  was  calculated  using  the  applicable
       exercise price as the base.

(3)    Options vest and are fully exercisable upon an "involuntary  termination"
       of employment  other than for "cause"  following a "change of control" of
       Actel.

(4)    Option  vests 50% on March 1,  2002,  then  quarterly  at a rate of 6.25%
       until March 1, 2004.

(5)    Option vests 6.25% on March 21, 2000,  then  quarterly at a rate of 6.25%
       until December 21, 2004.


<PAGE>


       Option Values

       The following table sets forth certain information  concerning the number
of options exercised during 2000 by the executive  officers named in the Summary
Compensation  Table, as well as the number and aggregate value of shares covered
by both  exercisable  and  unexercisable  stock  options held by such  executive
officers as of December 31, 2000, the end of the fiscal year.
<TABLE>
<CAPTION>

                 Aggregated Option Exercises in Last Fiscal Year
                        and Fiscal Year End Option Values

                                                         Number of Securities          Value of Unexercised
                                                        Underlying Unexercised         In-the-Money Options
                                                      Option at Fiscal Year-End       at Fiscal Year-End (1)
                                                      -------------------------   -----------------------------
                            Shares
                           Acquired      Value                          Not                           Not
    Name                 On Exercise   Realized (2)   Exercisable   Exercisable    Exercisable     Exercisable
-----------------------  -----------   ------------   -----------   -----------   -------------   -------------
<S>                        <C>         <C>              <C>           <C>         <C>             <C>
John C. East...........    103,537     $  1,817,190     215,827       406,250     $  2,885,499    $   3,238,906

Esmat Z. Hamdy.........     36,399          749,143      19,539       161,125          185,826        1,266,344

Paul V. Indaco.........     10,000          190,125      51,250       145,750          570,156        1,133,344

Fares N. Mubarak.......     45,000        1,090,989      26,186       151,875          262,603        1,185,966

Henry L. Perret........     54,942        1,116,162      27,768       149,875          331,524        1,134,974
</TABLE>
-----------------------

(1)    Calculated  on the basis of the  difference  between the  closing  market
       price as of the fiscal year end ($24.1875) and the exercise price.

(2)    Calculated  on the basis of the  difference  between the  closing  market
       price as of the  exercise  date and the  exercise  price,  or in the case
       where  the  exercised  option  is sold on the same  day,  the  difference
       between the sale price and the exercise price.



<PAGE>


       Change-in-Control Arrangements

       Actel and its executive officers have entered into Management  Continuity
Agreements,  which are  designed to ensure  continued  service in the event of a
"change of  control."  Each  Agreement  provides for  accelerated  vesting of an
officer's  stock options  outstanding  at the time of a change in control if the
officer dies or in the event of an  "involuntary  termination"  of the officer's
employment other than for "cause" following the change of control.

       Actel has an  Employee  Retention  Plan,  which  provides  that all Actel
employees,  including executive  officers,  who hold unvested stock option as of
the date of any "change of control" of Actel shall  receive,  upon  remaining in
the employ of Actel for six months  following the date of such change of control
(or earlier,  if terminated  other than for "cause" prior to the end of such six
month period),  an amount equal to one-third of the aggregate  "spread" on their
unvested options as of the date of such change of control. Payment shall be made
in common stock of the acquirer.  For this  purpose,  the "spread" is defined as
the  difference  between  the  change-of-control  price and the option  exercise
price.

       "Change  of  control"  is  defined  as (i)  acquisition  by any person of
beneficial  ownership of more than 30% of the  combined  voting power of Actel's
then-outstanding  securities;  (ii) a change  of the  majority  of the  Board of
Directors  within a  two-year  period;  (iii)  the  consummation  of a merger or
consolidation of Actel with any other  corporation that has been approved by the
shareholders of Actel, other than a merger or consolidation that would result in
the voting securities of Actel outstanding  immediately prior thereto continuing
to represent at least 50% of the total  voting power  represented  by the voting
securities of Actel or the surviving entity  outstanding  immediately after such
merger or consolidation; or (iv) approval by the shareholders of Actel of a plan
of complete  liquidation of Actel or an agreement for the sale or disposition by
Actel of all or substantially all of Actel's assets.

Compensation Committee Report

       The  following  report is provided to  shareholders  by the  Compensation
Committee of the Board of Directors.

       Background

       Since Actel's incorporation in 1986, the Compensation Committee, which is
a standing committee of the Board of Directors,  has been primarily  responsible
for establishing and reviewing Actel's management  compensation policies.  Since
Actel's initial public offering in August 1993, the  Compensation  Committee has
formally  administered  Actel's  management  compensation  policies  and  plans,
including  the 1986  Incentive  Stock  Option Plan and the 1993  Employee  Stock
Purchase Plan. The Compensation Committee has the same authority as the Board to
act on all  compensation  matters,  except  for  actions  requiring  shareholder
approval or related to the compensation of directors.

       No member of the Compensation Committee is a former or current officer or
employee of Actel. The current members of the Compensation  Committee are Jos C.
Henkens, Jacob S. Jacobsson, and Frederic N. Schwettmann. Mr. Henkens has been a
member of the  Compensation  Committee since 1986, Mr. Jacobsson since 1998, and
Mr. Schwettmann since 1993. Meetings of the Compensation  Committee are attended
by Actel's Vice President of Human Resources and/or Chief Financial Officer, who
provide  background  and  market  information  and make  executive  compensation
recommendations but do not vote on any matter before the Compensation Committee.

       Compensation Policy

       There are three major elements of Actel's executive compensation program.
The first  element is annual  cash  compensation  in the form of base salary and
incentive  bonuses.  The second  element is long-term  incentive  stock options,
which are designed to align compensation  incentives with shareholder goals. The
third element is compensation and employee benefits  generally  available to all
employees  of Actel,  such as the 1993  Employee  Stock  Purchase  Plan,  health
insurance, and a 401(k) plan.

       The Compensation  Committee  establishes the compensation of each officer
principally  by  considering  the average  compensation  for officers in similar
positions with 20 companies in the semiconductor,  software,  and CAE industries
that have annual revenues  between $100 million and $999 million (the "Reference
Group").  The purpose of monitoring  the Reference  Group is to provide a stable
and  continuing  frame of  reference  for  compensation  decisions.  Most of the
companies in the Reference Group are included in the Nasdaq Electronic Component
Stocks index (see "Company Stock  Performance"  below).  The  composition of the
Reference  Group is subject to change from year to year based on the Committee's
assessment of  comparability,  including the extent to which the Reference Group
reflects changes occurring within Actel and in the industry as a whole.  Actel's
policy is to have officer compensation near the average of the Reference Group.

       After  analyzing  Reference Group base salaries as compared with salaries
of Actel's  officers,  the  Compensation  Committee  determines an annual salary
increase budget.  In January 2000, the Committee  approved base salary increases
averaging  approximately 4% for Actel's officers.  The salary increase budget is
then  allocated  among officers on the basis of individual  performance  against
objectives  related to their  respective  areas of  responsibility.  Performance
objectives  are proposed by  individual  officers,  negotiated  by the executive
staff, and approved by the  Compensation  Committee with the advice of the Chief
Executive Officer.

       Under Actel's Executive Bonus Plan for 2000, incentive cash payments were
based on Actel's  revenues and profits,  the achievement of corporate goals, and
the growth of Actel  relative  to its  principal  competitors.  The  revenue and
profitability  objectives  were  established in the Plan on a sliding scale,  so
that the percentage achievement of each was determinable  objectively at the end
of the year. The corporate  goals for 2000 included  engineering,  selling,  and
marketing  objectives,   which  were  weighted  in  the  order  indicated.   The
engineering  objectives  included  silicon,  software,  and process  goals.  The
selling objectives included sales and design win goals. The marketing objectives
included product launch and product planning goals. The revenue,  profitability,
and corporate goals were weighted differently under the Executive Bonus Plan for
some  executive  officers,  based on  relevance to their  positions,  but had an
aggregate  weighting  of  80%  for  all  executive  officers.  The  "competitive
performance" objective accounted for the other 20%, and it was also determinable
objectively at the end of the year. In 2000,  Actel achieved 207% of the revenue
objective,  253%  of the  profitability  objective,  and  0% of the  competitive
performance  objective.  In January 2001, the Compensation  Committee determined
that Actel had achieved 80% of the corporate goals.  This measure of performance
was then  multiplied  by the target bonus under the Plan,  which was 60% of base
salary for each executive officer (other than the Chief Executive Officer).  The
result was bonus payments to executive  officers (other than the Chief Executive
Officer) for 2000 that averaged  approximately 83% of base salary.  Bonuses were
paid under the Executive Bonus Plan in January 2001. The Committee  believes the
bonus amount for 2000 was reasonable in light of Actel's operating results.

       Actel believes that executive officers should hold substantial, long-term
equity stakes in Actel so that the interests of executive officers will coincide
with the  interests of the  shareholders.  As a result,  stock or stock  options
constitute  a  significant  portion  of the  compensation  paid by  Actel to its
officers. After analyzing the practices of the Reference Group, the Compensation
Committee determines an annual budget for option grants to Actel's employees and
officers.  In granting  stock options to officers,  the  Compensation  Committee
considers a number of factors,  such as the officer's position,  responsibility,
and equity interest in Actel,  and evaluates the officer's past  performance and
future potential to influence the long-term  growth and  profitability of Actel.
After taking these  considerations into account,  the Compensation  Committee in
2000  granted the options to purchase  shares of Common  Stock to Messrs.  East,
Hamdy,  Indaco,  Mubarak,  and Perret shown on the "Option Grants" table. All of
such options  were  granted at the value of Actel's  Common Stock on the date of
grant.

       Compensation of Chief Executive Officer

       The Compensation  Committee  generally uses the same factors and criteria
described above in making  compensation  decisions regarding the Chief Executive
Officer.  In 2000,  Mr.  East's annual base salary was adjusted from $363,709 to
$381,894,  an increase of 5%. Mr. East's 2000 bonus was determined under Actel's
Executive Bonus Plan in the manner described above (except that his target bonus
was  70% of  his  base  salary)  and  resulted  in a  payment  of  $445,044,  or
approximately 117% of his base salary.

       Deductibility of Executive Compensation

       Beginning in 1994, the Code limited the federal income tax  deductibility
of  compensation  paid to Actel's chief  executive and to each of the other four
most highly compensated executive officers.  For this purpose,  compensation can
include,  in addition to cash compensation,  the difference between the exercise
price of stock  options  and the  value of the  underlying  stock on the date of
exercise. Actel may deduct compensation with respect to any of these individuals
only to the extent that during any fiscal year such compensation does not exceed
$1 million or meets certain other  conditions  (such as  shareholder  approval).
Considering  Actel's  current  compensation  plans  and  policy,  Actel  and the
Compensation  Committee believe that, for the near future,  there is little risk
that  Actel  will lose any  significant  tax  deduction  relating  to  executive
compensation.   If  the  deductibility  of  executive   compensation  becomes  a
significant  issue,  Actel's  compensation  plans and policy will be modified to
maximize  deductibility if Actel and the Compensation  Committee  determine that
such action is in the best interests of Actel.

                                                Jos C. Henkens

                                                Jacob S. Jacobsson

                                                Frederic N. Schwettmann


Compensation Committee Interlocks and Insider Participation

       No member of the  Compensation  Committee  is an officer or  employee  of
Actel or any of its subsidiaries,  and no officer or employee of Actel or any of
its  subsidiaries  has served as a member of the  Compensation  Committee  since
Actel's initial public offering.

Audit Committee Report

       The following  report is provided to  shareholders by the Audit Committee
of the Board of Directors.

       The Audit  Committee of Actel's  Board of Directors is comprised of three
independent directors and operates under a written charter adopted by the Board,
which is  attached  to this Proxy  Statement  as  Exhibit A. The  members of the
Committee are listed at the end of this report.

       Management is responsible for Actel's internal controls and the financial
reporting process.  The independent  accountants  (auditors) are responsible for
performing an independent audit of Actel's consolidated  financial statements in
accordance  with  generally  accepted  auditing  standards  and issuing a report
thereon.  The  Committee's  responsibility  is to monitor  these  processes.  In
addition,  the  Committee  recommends  to the Board the  appointment  of Actel's
auditors (Ernst & Young LLP).

       In this context,  the Committee has discussed  with Actel's  auditors the
overall scope and plans for the independent audit. Management represented to the
Committee  that  Actel's  consolidated  financial  statements  were  prepared in
accordance with generally accepted accounting principles.

       Discussions  about  Actel's  audited  financial  statements  included the
auditors'  judgments  about  the  quality,  not just the  acceptability,  of the
accounting  principles,  the  reasonableness of significant  judgments,  and the
clarity of disclosures in the financial statements. The Committee also discussed
with the auditors  other  matters  required by  Statement on Auditing  Standards
("SAS") No. 61,  Communication with Audit Committees,  as amended by SAS No. 90,
Audit Committee Communications.

       Actel's  auditors  provided  to the  Committee  the  written  disclosures
required  by  Independence   Standards   Board  Standard  No.  1,   Independence
Discussions  with Audit  Committees,  and the Committee  discussed the auditors'
independence  with  management  and the  auditors.  In addition,  the  Committee
considered  whether the information  technology and other  non-audit  consulting
services provided by the auditors' firm could impair the auditors'  independence
and concluded that such services have not impaired the auditors' independence.

       Based on the Committee's  discussion with management and the auditors and
the Committee's  review of the  representations  of management and the report of
the auditors to the Committee,  the Committee  recommended to the Board that the
audited  consolidated  financial statements be included in Actel's Annual Report
on Form 10-K for the year ended December 31, 2000, filed with the Securities and
Exchange Commission.

                                                Jos C. Henkens
                                                Frederic N. Schwettmann
                                                Robert G. Spencer

Audit Fees

       The aggregate fees billed for professional  services  rendered by Actel's
auditors,  Ernst & Young LLP, for the most recent  fiscal year  consisted of the
following:

     Audit Fees....................................................  $ 326,900

     Audit Related Fees............................................     67,575

     Financial Information Systems Designs and Implementation Fees.          0

     All Other Fees................................................     98,143

Company Stock Performance

       The following  graph shows a comparison  of  cumulative  total return for
Actel  Common  Stock,  The Nasdaq  Stock  Market  (US),  and  Nasdaq  Electronic
Component  Stocks.  In  preparing  the graph,  it was assumed  that (i) $100 was
invested on December 31, 1995,  in Actel Common  Stock,  The Nasdaq Stock Market
(US),  and  Nasdaq  Electronic  Component  Stocks  and (ii) all  dividends  were
reinvested.

                      Comparison of Cumulative Total Return

                                [GRAPHIC OMITTED]

<TABLE>
<CAPTION>
                                      12/31/95  12/31/96  12/31/97  12/31/98  12/31/99  12/31/00
                                      --------  --------  --------  --------  --------  --------
<S>                                     <C>       <C>       <C>       <C>       <C>       <C>
Nasdaq Stock Market..................   $100      $123      $151      $213      $395      $238

Nasdaq Electronic Components Stocks..   $100      $173      $182      $280      $522      $426

Actel Corporation....................   $100      $221      $117      $186      $223      $225

</TABLE>

The closing  price of Actel Common Stock on December 29, 2000,  the last trading
day in 2000, was $24.1875.  The closing price of Actel Common Stock on March 30,
2000, was $20.4375.


<PAGE>


                          COMPLIANCE WITH SECTION 16(a)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

       To  Actel's  knowledge,  based  solely on  review  of the  copies of such
reports  furnished to Actel, all directors,  officers,  and beneficial owners of
more than ten  percent of Common  Stock of Actel  filed with the SEC on a timely
basis all reports  required by Section 16(a) of the Exchange Act during  Actel's
most recent fiscal year.

                                  OTHER MATTERS

       Actel knows of no other matters to be submitted to the Annual Meeting. If
any other matters  properly come before the Annual Meeting,  it is the intention
of the  persons  named  in the  enclosed  proxy  card to vote  the  shares  they
represent as the Board of Directors may recommend.

                                              BY ORDER OF THE BOARD OF DIRECTORS

                                              David L. Van De Hey
                                              Secretary
Dated:  March 31, 2001

ACTEL WILL MAIL WITHOUT CHARGE TO ANY SHAREHOLDER UPON WRITTEN REQUEST A COPY OF
ACTEL'S  ANNUAL  REPORT  ON FORM  10-K FOR THE YEAR  ENDED  DECEMBER  31,  2000,
INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULE AND A LIST OF EXHIBITS. REQUESTS
SHOULD BE SENT TO INVESTOR RELATIONS, ACTEL CORPORATION, 955 EAST ARQUES AVENUE,
SUNNYVALE, CALIFORNIA 94086-4533.



<PAGE>

                                    Exhibit A

                             Audit Committee Charter
                             -----------------------

Organization

       The audit  committee of the Board of  Directors  shall be comprised of at
least three  directors who are  independent of management and Actel.  Members of
the audit committee shall be considered independent if they have no relationship
to Actel  that  may  interfere  with the  exercise  of their  independence  from
management and Actel. All audit committee members will be financially  literate,
and at least one member will have  accounting  or related  financial  management
expertise.

Statement of Policy

       The  audit  committee  shall  provide  assistance  to  the  directors  in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment  community relating to corporate  accounting,  reporting practices of
Actel, and the quality and integrity of financial reports of Actel. In so doing,
it is the  responsibility  of the  audit  committee  to  maintain  free and open
communication  between the directors,  the  independent  auditors,  the internal
auditors, and the financial management of Actel.

Responsibilities

       In carrying out its  responsibilities,  the audit committee  believes its
policies  and  procedures  should  remain  flexible,  in order to best  react to
changing  conditions  and to ensure to the directors and  shareholders  that the
corporate accounting and reporting practices of Actel are in accordance with all
regulatory requirements and are of the highest quality.

       In carrying out these responsibilities, the audit committee will:

       o      Obtain the full Board of  Directors'  approval of this Charter and
              review and reassess this Charter as  conditions  dictate (at least
              annually).

       o      Review and recommend to the directors the independent  auditors to
              be selected  to audit the  financial  statements  of Actel and its
              divisions and subsidiaries.

       o      Have a clear understanding with the independent auditors that they
              are ultimately accountable to the board of directors and the audit
              committee,  as  the  shareholders'  representatives.   It  is  the
              shareholders  who have  the  ultimate  authority  in  deciding  to
              engage,  evaluate,  and if appropriate,  terminate the independent
              auditors.

       o      Meet with the  independent  auditors and  financial  management of
              Actel  to  review  the  scope of the  proposed  audit  and  timely
              quarterly  reviews for the current year and the  procedures  to be
              utilized,  and at the  conclusion  thereof  review  such  audit or
              review,   including  any  comments  or   recommendations   of  the
              independent auditors.

       o      Review  with  the  independent  auditors,  Actel's  financial  and
              accounting  personnel,  the  adequacy  and  effectiveness  of  the
              accounting  and  financial  controls  of  Actel,  and  elicit  any
              recommendations  for the improvement of such internal  controls or
              particular areas where new or more detailed controls or procedures
              are desirable. Particular emphasis should be given to the adequacy
              of internal  controls  to expose any  payments,  transactions,  or
              procedures  that might be deemed  illegal or  otherwise  improper.
              Further,  the committee  periodically should review company policy
              statements to determine their adherence to the code of conduct.

       o      Review  reports  received  from  regulators  and  other  legal and
              regulatory  matters  that  may  have  a  material  effect  on  the
              financial statements or related company compliance policies.

       o      Inquire  of  management   and  the   independent   auditors  about
              significant risks or exposures and assess the steps management has
              taken to minimize such risks to Actel.

       o      Review  the  quarterly   financial   statements   with   financial
              management and the independent auditors prior to the filing of the
              Form 10-Q (or prior to the press release of results,  if possible)
              to determine that the  independent  auditors do not take exception
              to the disclosure and the content of the financial statements, and
              discuss  any other  matters  required  to be  communicated  to the
              committee by the auditors.

       o      Review the financial  statements contained in the annual report to
              shareholders  with  management  and the  independent  auditors  to
              determine  that the  independent  auditors are satisfied  with the
              disclosure and content of the financial statements to be presented
              to the  shareholders.  Review with  financial  management  and the
              independent  auditors  the  results of their  timely  analysis  of
              significant  financial  reporting issues and practices,  including
              changes in, or adoptions of, accounting  principles and disclosure
              practices,   and  discuss  any  other   matters   required  to  be
              communicated  to the committee by the  auditors.  Also review with
              financial  management and the independent auditors their judgments
              about  the  quality,   not  just   acceptability,   of  accounting
              principles and the clarity of the financial  disclosure  practices
              used or  proposed  to be used,  and  particularly,  the  degree of
              aggressiveness  or conservatism of the  organization's  accounting
              principles  and  underlying   estimates,   and  other  significant
              decisions made in preparing the financial statements.

       o      Provide  sufficient  opportunity for the  independent  auditors to
              meet with the members of the audit  committee  without  members of
              management  present.  Among  the  items to be  discussed  in these
              meetings  are the  independent  auditors'  evaluation  of  Actel's
              financial, accounting, and auditing personnel, and the cooperation
              that the independent auditors received during the course of audit.

       o      Report the results of the annual audit to the Board of  Directors.
              If  requested  by the Board,  invite the  independent  auditors to
              attend the full Board of Directors  meeting to assist in reporting
              the  results of the  annual  audit or to answer  other  directors'
              questions  (alternatively,  the other directors,  particularly the
              other  independent  directors,  may be invited to attend the audit
              committee meeting during which the results of the annual audit are
              reviewed).

       o      On an annual basis, obtain from the independent auditors a written
              communication delineating all their relationships and professional
              services as required by Independence  Standards Board Standard No.
              1,  Independence  Discussion with audit  committees.  In addition,
              review with the  independent  auditors the nature and scope of any
              disclosed  relationships  or  professional  services and take,  or
              recommend that the Board of Directors take,  appropriate action to
              ensure the continuing independence of the auditors.

       o      Review the report of the audit  committee in the annual  report to
              shareholders and the Annual Report on Form 10-K disclosing whether
              or not the committee had reviewed and  discussed  with  management
              and the  independent  auditors,  as well as  discussed  within the
              committee   (without   management  or  the  independent   auditors
              present),  the financial  statements and the quality of accounting
              principles  and  significant  judgments  affecting  the  financial
              statements.

       o      Submit the minutes of all meetings of the audit  committee  to, or
              discuss the matters  discussed at each committee meeting with, the
              Board of Directors.

       o      Investigate  any matter brought to its attention  within the scope
              of its duties, with the power to retain outside counsel, if in its
              judgment, it is appropriate.

       o      Review  Actel's  disclosure in the proxy  statement for its annual
              meeting of  shareholders  that  describes  that the  committee has
              satisfied  its  responsibilities  under this Charter for the prior
              year.  In  addition,  include a copy of this Charter in the annual
              report to shareholders or the proxy statement at least triennially
              or the year after any significant amendment to the Charter.
<PAGE>


                                ACTEL CORPORATION

                         ANNUAL MEETING OF SHAREHOLDERS

                                  May 18, 2001
                        10:30 a.m. Pacific Daylight Time

                                 Consulate Room
                                 Embassy Suites
                               2885 Lakeside Drive
                              Santa Clara, CA 95054

Embassy Suites Santa Clara Silicon Valley is located five miles north of the San
Jose International  Airport at the intersection of Highway 101 and Great America
Parkway exit. From Highway 101 North,take the Bowers  Avenue/Great  America exit
and turn left. Turn right on Augustine,and  then turn right on Lakeside Drive to
the hotel.

[MAP]

                                      PROXY

This proxy is solicited by the Board of Directors for use at the annual  Meeting
on May 18,  2001.  The shares of stock you hold in your account or in a dividend
reinvestment account will be voted as you specify below.

If no choice is specified, the proxy will be voted "FOR" Items 1, 2, and 3.

By signing the proxy,  you revoke all prior proxies and appoint John C. East and
Jos C. Henkens, and each of them, with full power of substitution,  to vote your
shares on the  mattes  shown on the verse side and any other  matters  which may
come before the Annual Meeting and all adjournments.

                      See reverse for voting instructions.
<PAGE>

         The Board of Directors Recommends a Vote FOR Items 1, 2, and 3.

1.   Election of Directors:   01 John C. East
                              02 James R. Fiebiger
                              03 Jos C. Henkens
                              04 Jacob S. Jacobsson
                              05 Frederic N. Schwettmann
                              06 Robert G. Spencer

       -- Vote FOR all nominees               -- Vote WITHHELD from all nominees

(Instructions:  To withhold  authority to
vote for any  indicated  nominee,  write
the  number(s) of the  nominee(s) in the     -----------------------------------
box provided to the right.)

2.   To  approve  Actel  Corporation's  1986     -- FOR   -- AGAINST  -- ABSTAIN
     Incentive  Stock Option Plan as amended
     and  restated to prohibit  stock option
     repricings and cancellation/replacement
     awards that  result in  variable  award
     accounting,  prohibit  the  granting of
     any  option at less  than  fair  market
     value,  and extend the term of the Plan
     until May 2011.

3.   To ratify  the  appointment  of Ernst &     -- FOR   -- AGAINST  -- ABSTAIN
     Young   LLP  as   Actel   Corporation's
     independent auditors.



THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.

Address Change?  Mark Box --
Indicate changes below:

                                      Date:
                                               ---------------------------------


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

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

                                        Signature(s) in Box.

                                        Please  sign  exactly  as  your  name(s)
                                        appear  on  Proxy.   If  held  in  joint
                                        tenancy,    all   persons   must   sign.
                                        Trustees,  administrators,  etc., should
                                        include     title     and     authority.
                                        Corporations should provide full name of
                                        corporation   and  title  of  authorized
                                        officer signing the proxy.

Mark, sign, and date your proxy card and return it in the postage-paid  envelope
we have provided or return it to Actel Corporation,  c/o:  Shareowner  Services,
P.O. Box 64873, St Paul, MN 55164-0873

<PAGE>
                                                                        Appendix

                                ACTEL CORPORATION

                        1986 INCENTIVE STOCK OPTION PLAN

                   Amended and Restated Effective May 19, 2001

                        [subject to shareholder approval]



1.     Purposes  of the Plan.  The  purposes  of this Stock  Option  Plan are to
attract and retain the best  available  personnel for  positions of  substantial
responsibility, to provide additional incentive to the Employees and Consultants
of the Company and to promote the success of the Company's business.

       Options granted  hereunder may be either  "incentive  stock options",  as
defined in Section 422 of the  Internal  Revenue  Code of 1986,  as amended,  or
"non-statutory  stock options",  at the discretion of the  Administrator  and as
reflected in the terms of the written option agreement.

2.     Definitions.  As used  herein,  the  following  definitions  shall apply:

       (a)    "Administrator"  shall mean the Board or any of its  Committees as
              shall be  administering  the Plan, in accordance with Section 4 of
              the Plan.

       (b)    "Applicable  Laws" shall mean the legal  requirements  relating to
              the   administration   of  stock  option  plans  under  California
              corporate and securities laws and the Code.

       (c)    "Board" shall mean the Board of Directors of the Company.

       (d)    "Common Stock" shall mean the Common Stock of the Company.

       (e)    "Company" shall mean Actel Corporation, a California corporation.

       (f)    "Committee"  shall mean the  Committee  appointed  by the Board of
              Directors in  accordance  with  paragraph  (a) of Section 4 of the
              Plan, if one is appointed.

       (g)    "Consultant" shall mean any person,  including an advisor, engaged
              by the Company or a Parent or  Subsidiary  to render  services and
              who is  compensated  for  such  services,  provided  that the term
              "Consultant"  shall  not  include  Directors  who are paid  only a
              director's  fee by the Company or who are not  compensated  by the
              Company for their services as Directors.

       (h)    "Continuous  Status as an Employee or Consultant"  shall mean that
              the employment or consulting  relationship  is not  interrupted or
              terminated by the Company,  any Parent or  Subsidiary.  Continuous
              Status  as an  Employee  or  Consultant  shall  not be  considered
              interrupted  in the case of: (i) any leave of absence  approved by
              the Board,  including  sick leave,  military  leave,  or any other
              personal leave; provided,  however, that for purposes of Incentive
              Stock  Options,  any such leave may not exceed  ninety  (90) days,
              unless   reemployment   upon  the  expiration  of  such  leave  is
              guaranteed by contract  (including  certain  Company  policies) or
              statute;  or (ii)  transfers  between  locations of the Company or
              between  the  Company,   its  Parent,   its  Subsidiaries  or  its
              successor.

       (i)    "Employee"   shall  mean  any  person,   including   officers  and
              directors,  employed by the Company or any Parent or Subsidiary of
              the Company.  The payment of a director's fee by the Company shall
              not be sufficient to constitute "employment" by the Company.

       (j)    "Exchange Act" shall mean the Securities  Exchange Act of 1934, as
              amended.

       (k)    "Incentive  Stock Option" shall mean an Option intended to qualify
              as an incentive  stock option within the meaning of Section 422 of
              the Internal Revenue Code of 1986, as amended.

       (l)    "Officer"  shall mean a person  who is an  officer of the  Company
              within the meaning of Section 16 of the Exchange Act and the rules
              and regulations promulgated thereunder.

       (m)    "Option" shall mean a stock option granted pursuant to the Plan.

       (n)    "Optioned Stock" shall mean the Common Stock subject to an Option.

       (o)    "Optionee"  shall mean an Employee or  Consultant  who receives an
              Option.

       (p)    "Parent"  shall  mean  a  "parent  corporation",  whether  now  or
              hereafter  existing,  as defined in Section 424(e) of the Internal
              Revenue Code of 1986, as amended.

       (q)    "Plan"  shall  mean this 1986  Incentive  Stock  Option  Plan,  as
              amended.

       (r)    "Rule  16b-3"  shall  mean Rule 16b-3 of the  Exchange  Act or any
              successor  to Rule 16b-3,  as in effect when  discretion  is being
              exercised with respect to the Plan.

       (s)    "Share"  shall mean a share of the Common  Stock,  as  adjusted in
              accordance with Section 12 of the Plan.

       (t)    "Subsidiary" shall mean a "subsidiary corporation", whether now or
              hereafter  existing,  as defined in Section 424(f) of the Internal
              Revenue Code of 1986, as amended.

3.     Stock Subject to the Plan. Subject to the provisions of Section 12 of the
Plan,  the maximum  aggregate  number of shares  which may be optioned  and sold
under the Plan is 5,497,897  shares of Common Stock,  increased  annually on the
first day of each of the Company's fiscal years during the term of the Plan (and
subsequent to the May 2, 1996,  amendment to and  restatement of the Plan) in an
amount equal to 5% of the Company's  common stock issued and  outstanding at the
close of business on the last day of the immediately  preceding fiscal year (the
"Annual  Replenishment"),  with only the 5,497,897 shares and subsequent  annual
increases  in an amount  equal to the lesser of (i) 885,931  shares and (ii) the
number of  shares  subject  to the  Annual  Replenishment  to be  available  for
issuance  as  "incentive  stock  options"  qualified  under  Section  422 of the
Internal  Revenue  Code.  All of the  shares  issuable  under  the  Plan  may be
authorized, but unissued, or reacquired Common Stock.

       If an Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall,  unless the Plan shall have been terminated,  become available for future
grant under the Plan.

4.     Administration of the Plan.

       (a)    Procedure.


              (i)    Multiple Administrative Bodies. If permitted by Rule 16b-3,
                     the Plan  may be  administered  by  different  bodies  with
                     respect to Directors,  Officers who are not Directors,  and
                     Employees who are neither Directors nor Officers.

              (ii)   Administration  With  Respect  to  Directors  and  Officers
                     Subject to Section  16(b).  With  respect to Option  grants
                     made  to  Employees  who are  also  Officers  or  Directors
                     subject  to Section  16(b) of the  Exchange  Act,  the Plan
                     shall be  administered  by (A) the Board,  if the Board may
                     administer the Plan in compliance  with the rules governing
                     a plan  intended to qualify as a  discretionary  plan under
                     Rule 16b-3,  or (B) a committee  designated by the Board to
                     administer the Plan,  which  committee shall be constituted
                     to  comply  with the rules  governing  a plan  intended  to
                     qualify as a  discretionary  plan under  Rule  16b-3.  Once
                     appointed,  such  Committee  shall continue to serve in its
                     designated  capacity until otherwise directed by the Board.
                     From time to time the Board  may  increase  the size of the
                     Committee and appoint  additional  members,  remove members
                     (with or without cause) and  substitute  new members,  fill
                     vacancies  (however caused),  and remove all members of the
                     Committee and thereafter  directly administer the Plan, all
                     to the  extent  permitted  by the  rules  governing  a plan
                     intended  to  qualify  as a  discretionary  plan under Rule
                     16b-3.

              (iii)  Administration With Respect to Other Persons.  With respect
                     to Option grants made to Employees or  Consultants  who are
                     neither  Directors  nor Officers of the  Company,  the Plan
                     shall be  administered  by (A) the Board or (B) a committee
                     designated  by  the  Board,   which   committee   shall  be
                     constituted to satisfy  Applicable  Laws.  Once  appointed,
                     such Committee shall serve in its designated capacity until
                     otherwise directed by the Board. The Board may increase the
                     size  of the  Committee  and  appoint  additional  members,
                     remove  members (with or without  cause) and substitute new
                     members,  fill vacancies  (however caused),  and remove all
                     members of the Committee and thereafter directly administer
                     the Plan, all to the extent permitted by Applicable Laws.

       (b)    Powers of the  Administrator.  Subject  to the  provisions  of the
              Plan,  and in the case of a  Committee,  subject  to the  specific
              duties delegated by the Board to such Committee, the Administrator
              shall have the authority, in its discretion:

              (i)    to determine the Fair Market Value of the Common Stock,  in
                     accordance with Section 9(b) of the Plan;

              (ii)   to select the Consultants and Employees to whom Options may
                     be granted hereunder;

              (iii)  to determine whether and to what extent Options are granted
                     hereunder;

              (iv)   to  determine  the  number of shares of Common  Stock to be
                     covered by each Option granted hereunder;

              (v)    to approve forms of agreement for use under the Plan;

              (vi)   to determine  the terms and  conditions,  not  inconsistent
                     with the terms of the Plan, of any award granted hereunder.
                     Such terms and conditions include,  but are not limited to,
                     the exercise  price,  the time or times when Options may be
                     exercised (which may be based on performance criteria), any
                     vesting acceleration or waiver of forfeiture  restrictions,
                     and any  restriction or limitation  regarding any Option or
                     the shares of Common Stock relating thereto,  based in each
                     case on such  factors  as the  Administrator,  in its  sole
                     discretion, shall determine;

              (vii)  to construe and  interpret the terms of the Plan and awards
                     granted pursuant to the Plan;

              (viii) to  prescribe,  amend and  rescind  rules  and  regulations
                     relating to the Plan;

              (ix)   to modify or amend each Option (subject to Section 14(c) of
                     the Plan);

              (x)    to authorize any person to execute on behalf of the Company
                     any  instrument  required  to effect the grant of an Option
                     previously granted by the Administrator;

              (xi)   to  determine  the terms  and  restrictions  applicable  to
                     Options; and

              (xii)  to  make  all  other  determinations  deemed  necessary  or
                     advisable for administering the Plan.

       (c)    Effect of Administrator's Decision. All decisions,  determinations
              and  interpretations  of the  Administrator  shall  be  final  and
              binding on all  Optionees  and any other  holders  of any  Options
              granted under the Plan.

5.     Eligibility.  Options may be granted only to Employees  and  Consultants.
Incentive  Stock  Options  may be granted  only to  Employees.  An  Employee  or
Consultant  who has  been  granted  an  Option  may,  if he or she is  otherwise
eligible, be granted an additional Option or Options.

6.     Limitations.

       (a)    Each Option shall be  designated  in the Notice of Grant as either
              an Incentive Stock Option or a Nonstatutory Stock Option. However,
              notwithstanding   such  designations,   to  the  extent  that  the
              aggregate  Fair Market  Value of Shares  subject to an  Optionee's
              incentive  stock  options  granted by the  Company,  any Parent or
              Subsidiary,  that become exercisable for the first time during any
              calendar  year  (under  all plans of the  Company or any Parent or
              Subsidiary) exceeds $100,000, such excess Options shall be treated
              as Nonstatutory Stock Options.  For purposes of this Section 6(a),
              incentive  stock  options shall be taken into account in the order
              in which  they  were  granted,  and the Fair  Market  Value of the
              Shares shall be determined as of the time of grant.

       (b)    The Plan shall not confer upon any Optionee any right with respect
              to continuation of employment or consulting  relationship with the
              Company,  nor shall it  interfere in any way with his or her right
              or the  Company's  right to  terminate  his or her  employment  or
              consulting relationship at any time.

       (c)    The  following  limitations  shall  apply to grants of  Options to
              Employees:

              (i)    No  Employee  shall be  granted,  in any fiscal year of the
                     Company,   Options  to  purchase  more  than  five  hundred
                     thousand Shares.

              (ii)   The foregoing limitation shall be adjusted  proportionately
                     in   connection   with   any   change   in  the   Company's
                     capitalization as described in Section 12(a).

              (iii)  If an Option is cancelled  (other than in connection with a
                     transaction  described in Section 12), the cancelled Option
                     will be  counted  against  the limit  set forth in  Section
                     6(c)(i).  For this  purpose,  if the  exercise  price of an
                     Option is  reduced,  the  transaction  will be treated as a
                     cancellation of the Option and the grant of a new Option.

       (d)    The Administrator  shall not substitute new Options for previously
              granted Options or reduce the exercise price of any Option if such
              substitution   or  reduction   would  result  in  variable   award
              accounting.

7.     Term of Plan.  The Plan shall continue in effect until May 18, 2011.


8.     Term of Option.  The term of each Option shall be stated in the Notice of
Grant;  provided,  however,  that in the case of an Incentive Stock Option,  the
term shall be ten (10) years from the date of grant or such  shorter term as may
be provided in the Notice of Grant.  Moreover, in the case of an Incentive Stock
Option  granted to an Optionee  who, at the time the  Incentive  Stock Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary,  the term of
the  Incentive  Stock  Option  shall be five (5) years from the date of grant or
such shorter term as may be provided in the Notice of Grant.

9.     Exercise Price and Consideration.

       (a)    The per Share exercise price for the Shares to be issued  pursuant
              to exercise of an Option shall be such price as is  determined  by
              the Administrator, but shall be subject to the following:

              (i)    In the case of an Incentive Stock Option

                     (A)    granted  to  an  Employee   who,  at  the  time  the
                            Incentive  Stock  Option  is  granted,   owns  stock
                            representing  more  than  ten  percent  (10%) of the
                            voting  power of all classes of stock of the Company
                            or any Parent or Subsidiary,  the per Share exercise
                            price  shall be no less than 110% of the Fair Market
                            Value per Share on the date of grant.

                     (B)    granted  to any  Employee,  the per  Share  exercise
                            price  shall be no less than 100% of the Fair Market
                            Value per Share on the date of grant.

              (ii)   In the case of a Nonstatutory  Stock Option,  the per Share
                     exercise  price  shall  be no less  than  100% of the  Fair
                     Market Value per Share on the date of grant.

       (b)    The fair market value shall be determined by the  Administrator in
              its discretion;  provided,  however,  that where there is a public
              market for the Common Stock, the fair market value per Share shall
              be the mean of the bid and asked  prices,  or closing price in the
              event quotations for the Common Stock are reported on the National
              Market  System,  of the  Common  Stock  on the date of  grant,  as
              reported in the Wall Street  Journal (or, if not so  reported,  as
              otherwise  reported  by the  National  Association  of  Securities
              Dealers Automated  Quotation (NASDAQ) System) or, in the event the
              Common Stock is listed on a stock exchange,  the fair market value
              per Share shall be the closing  price on such exchange on the date
              of grant of the Option, as reported in the Wall Street Journal.

       (c)    The  consideration  to be paid for the  Shares to be  issued  upon
              exercise of an Option,  including the method of payment,  shall be
              determined by the  Administrator and may consist entirely of cash;
              check;  promissory  note;  other  Shares  which (A) in the case of
              Shares acquired upon exercise of an option, have been owned by the
              Optionee  for more than six months on the date of  surrender,  and
              (B) have a Fair Market Value on the date of surrender equal to the
              aggregate  exercise  price of the Shares as to which  said  Option
              shall  be  exercised;   for  options  granted  subsequent  to  the
              effective date of the 1993  amendments to the Plan,  delivery of a
              properly   executed  exercise  notice  together  with  such  other
              documentation  as the  Committee  and the broker,  if  applicable,
              shall  require to effect an exercise of the option and delivery to
              the  Company  of  the  sale  or  loan  proceeds  required;  or any
              combination   of  such   methods   of   payment,   or  such  other
              consideration  and method of payment for the issuance of Shares to
              the extent permitted under Applicable Law.

10.    Exercise of Option.

       (a)    Procedure  for  Exercise;  Rights  as a  Shareholder.  Any  Option
              granted  hereunder  shall be  exercisable  at such times and under
              such  conditions  as determined  by the  Administrator,  including
              performance  criteria  with  respect  to the  Company  and/or  the
              Optionee, and as shall be permissible under the terms of the Plan;
              provided, however, that an Incentive Stock Option granted prior to
              January  1,  1987  shall  not  be   exercisable   while  there  is
              outstanding any incentive  stock option which was granted,  before
              the granting of such Incentive Stock Option,  to the same Optionee
              to purchase stock of the Company, any Parent or Subsidiary, or any
              predecessor corporation of such corporations. For purposes of this
              provision,   an  incentive   stock  option  shall  be  treated  as
              outstanding  until such option is  exercised in full or expires by
              reason of lapse of time.

                     An Option may not be exercised for a fraction of a Share.

                     An  Option  shall be deemed to be  exercised  when  written
              notice  of  such  exercise  has  been  given  to  the  Company  in
              accordance  with the terms of the Option by the person entitled to
              exercise  the Option and full  payment for the Shares with respect
              to which the Option is exercised has been received by the Company.
              Full payment may, as authorized by the  Administrator,  consist of
              any  consideration  and method of payment  allowable under Section
              9(c)  of  the  Plan.  Until  the  issuance  (as  evidenced  by the
              appropriate  entry  on  the  books  of  the  Company  or of a duly
              authorized transfer agent of the Company) of the stock certificate
              evidencing such Shares,  no right to vote or receive  dividends or
              any other rights as a shareholder  shall exist with respect to the
              Optioned  Stock,  notwithstanding  the exercise of the Option.  No
              adjustment  will be made for a dividend  or other  right for which
              the  record  date is prior to the date the  stock  certificate  is
              issued, except as provided in Section 12 of the Plan.

                     Exercise  of an  Option  in any  manner  shall  result in a
              decrease  in  the  number  of  Shares  which   thereafter  may  be
              available,  both for  purposes  of the Plan and for sale under the
              Option,  by the  number  of  Shares  as to  which  the  Option  is
              exercised.

       (b)    Termination of Status as an Employee or Consultant. If an Employee
              or Consultant ceases to serve as an Employee or Consultant,  he or
              she may, but only within 30 days (or such other period of time not
              exceeding  three months as is determined by the  Administrator  at
              the time of grant of the  Option)  after the date he or she ceases
              to be an  Employee  or  Consultant  (as  the  case  may be) of the
              Company,  exercise  his or her Option to the extent that he or she
              was  entitled to exercise it at the date of such  termination.  To
              the extent that he or she was not  entitled to exercise the Option
              at the date of such termination, or if he or she does not exercise
              such Option (which he or she was entitled to exercise)  within the
              time specified herein, the Option shall terminate.

       (c)    Disability of Optionee.  Notwithstanding the provisions of Section
              10(b) above,  in the event an Employee or  Consultant is unable to
              continue his or her employment or consulting relationship with the
              Company as a result of his or her total and  permanent  disability
              (as defined in Section  22(e)(3) of the Internal Revenue Code), he
              or she may,  but only within six (6) months (or such other  period
              of  time  not   exceeding  12  months  as  is  determined  by  the
              Administrator at the time of grant of the Option) from the date of
              termination,  exercise  his or her  Option to the extent he or she
              was entitled to exercise it at the date of such termination (or to
              such greater  extent as the  Administrator  may  provide).  To the
              extent that he or she was not  entitled to exercise  the Option at
              the date of  termination,  or if he or she does not exercise  such
              Option (which he or she was entitled to exercise)  within the time
              specified herein, the Option shall terminate.



       (d)    Death of Optionee.  In the event of the death of an Optionee,  the
              entire  Option may be  exercised  at any time  within  twelve (12)
              months following the date of death (but in no event later than the
              expiration  of the term of such  Option as set forth in the Notice
              of Grant) by the Optionee's estate or by a person who acquired the
              right to exercise the Option by bequest or inheritance.  If, after
              death, the Optionee's estate or a person who acquired the right to
              exercise  the Option by bequest or  inheritance  does not exercise
              the Option  within the time  specified  herein,  the Option  shall
              terminate,  and the Shares  covered by such Option shall revert to
              the Plan.

11.    Non-Transferability  of  Options.  The Option  may not be sold,  pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,  during the
lifetime of the Optionee, only by the Optionee.

12.    Adjustments Upon Changes in Capitalization,  Dissolution, Merger or Asset
Sale.

       (a)    Changes in  Capitalization.  Subject to any required action by the
              shareholders of the Company,  the number of shares of Common Stock
              covered by each  outstanding  Option,  and the number of shares of
              Common Stock which have been  authorized  for  issuance  under the
              Plan but as to which no  Options  have yet been  granted  or which
              have been returned to the Plan upon  cancellation or expiration of
              an Option,  as well as the price per share of Common Stock covered
              by each such outstanding Option, shall be proportionately adjusted
              for any  increase or  decrease  in the number of issued  shares of
              Common Stock  resulting  from a stock split,  reverse stock split,
              stock  dividend,  combination  or  reclassification  of the Common
              Stock,  or any other  increase or decrease in the number of issued
              shares of Common Stock effected  without receipt of  consideration
              by  the  Company;  provided,   however,  that  conversion  of  any
              convertible  securities of the Company shall not be deemed to have
              been "effected without receipt of consideration."  Such adjustment
              shall be made by the Board,  whose  determination  in that respect
              shall be  final,  binding  and  conclusive.  Except  as  expressly
              provided herein,  no issuance by the Company of shares of stock of
              any class, or securities  convertible  into shares of stock of any
              class,  shall affect, and no adjustment by reason thereof shall be
              made  with  respect  to,  the  number or price of shares of Common
              Stock subject to an Option.

       (b)    Dissolution  or   Liquidation.   In  the  event  of  the  proposed
              dissolution or  liquidation of the Company,  to the extent that an
              Option  has not  been  previously  exercised,  it  will  terminate
              immediately prior to the consummation of such proposed action. The
              Board  may,  in  the  exercise  of its  sole  discretion  in  such
              instances,  declare that any Option  shall  terminate as of a date
              fixed by the Board and give each  Optionee  the right to  exercise
              his or her  Option  as to all or any part of the  Optioned  Stock,
              including  Shares as to which the Option  would not  otherwise  be
              exercisable.

       (c)    Merger or Asset Sale. In the event of a merger of the Company with
              or into another  corporation,  or the sale of substantially all of
              the  assets  of the  Company,  each  outstanding  Option  shall be
              assumed  or an  equivalent  option  shall  be  substituted  by the
              successor  corporation  or a Parent or Subsidiary of the successor
              corporation.  In the event that such successor corporation refuses
              to assume such Option or to substitute an equivalent option,  such
              Options shall become fully vested and exercisable as to all of the
              Optioned Stock, including the Shares as to which the Options would
              not otherwise be vested and  exercisable.  If Options become fully
              vested and  exercisable in lieu of assumption or  substitution  in
              the event of a merger or sale of assets,  the Administrator  shall
              notify the Optionee that the Option shall be fully exercisable for
              a period of thirty (30) days from the date of such notice, and the
              Option will terminate upon the expiration of such period.

13.    Time of Granting  Options.  The date of grant of an Option shall, for all
purposes,  be the  date on  which  the  Administrator  makes  the  determination
granting  such  Option.  Notice  of the  determination  shall  be  given to each
Employee or Consultant to whom an Option is so granted within a reasonable  time
after the date of such grant.

14.    Amendment and Termination of the Plan.

       (a)    Amendment and Termination. The Board may at any time amend, alter,
              suspend or terminate the Plan.

       (b)    Shareholder   Approval.   The  Company  shall  obtain  shareholder
              approval  of any  Plan  amendment  to  the  extent  necessary  and
              desirable  to comply  with Rule 16b-3 or with  Section  422 of the
              Code (or any successor  rule or statute or other  applicable  law,
              rule or regulation,  including the requirements of any exchange or
              quotation  system on which the Common  Stock is listed or quoted).
              Such shareholder approval, if required,  shall be obtained in such
              a manner  and to such a degree as is  required  by the  applicable
              law, rule or regulation.

       (c)    Effect of  Amendment or  Termination.  No  amendment,  alteration,
              suspension or  termination  of the Plan shall impair the rights of
              any  Optionee,   unless  mutually  agreed  otherwise  between  the
              Optionee and the Administrator, which agreement must be in writing
              and signed by the Optionee and the Company.

15.    Conditions  Upon Issuance of Shares.  Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and  delivery of such Shares  pursuant  thereto  shall  comply with all relevant
provisions  of law,  including,  without  limitation,  the  Securities  Act, the
Exchange Act, the rules and regulations promulgated thereunder, state securities
laws, and the  requirements of any stock exchange upon which the Shares may then
be listed,  and shall be  further  subject to the  approval  of counsel  for the
Company with respect to such compliance.

       As a condition to the exercise of an Option,  the Company may require the
person  exercising  such  Option to render  to the  Company a written  statement
containing such representations and warranties as, in the opinion of counsel for
the Company, may be required to ensure compliance with any of the aforementioned
relevant provisions of law, including a representation that the Shares are being
purchased  only for  investment  and without any  present  intention  to sell or
distribute  such Shares,  if, in the opinion of counsel for the Company,  such a
representation is required.

16.    Reservation of Shares. The Company, during the term of this Plan, will at
all  times  reserve  and  keep  available  such  number  of  Shares  as shall be
sufficient to satisfy the requirements of the Plan.

       Inability of the Company to obtain  authority  from any  regulatory  body
having  jurisdiction,  which authority is deemed by the Company's  counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the  Company of any  liability  in respect of the  failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

17.    Option Agreement. Options shall be evidenced by written option agreements
in such form as the Administrator shall approve.
</TEXT>
</DOCUMENT>
</SUBMISSION>
