<SUBMISSION>
<ACCESSION-NUMBER>0000907687-01-500034
<TYPE>SC TO-I
<PUBLIC-DOCUMENT-COUNT>11
<FILING-DATE>20010601
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>ACTEL CORP
<CIK>0000907687
<ASSIGNED-SIC>3674
<IRS-NUMBER>770097724
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>0102
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-I
<ACT>34
<FILE-NUMBER>005-44993
<FILM-NUMBER>1652697
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>955 EAST ARQUES AVE
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94086
<PHONE>4087391010
</BUSINESS-ADDRESS>
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<STREET2>955 EAST ARQUES AVE
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94086
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</FILING-VALUES>
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<CITY>SUNNYVALE
<STATE>CA
<ZIP>94086
<PHONE>4087391010
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<DOCUMENT>
<TYPE>SC TO-I
<SEQUENCE>1
<FILENAME>scheduleto.txt
<DESCRIPTION>SCHEDULE TO
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   SCHEDULE TO

            Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                             (Amendment No. ______)*

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

                                ACTEL CORPORATION
         (Name of Subject Company (issuer) and Filing Person (offeror))

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

                Options to Purchase Common Stock, $.001 par value
                         (Title of Class of Securities)

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

                                   004934 10 5
            (CUSIP Number of Class of Securities Underlying Options)

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

                               David L. Van De Hey
                 Vice President & General Counsel and Secretary
                                Actel Corporation
                             955 East Arques Avenue
                           Sunnyvale, California 94086
                                 (408) 739-1010
                    (Name, address, and telephone numbers of
                      person authorized to receive notices
                         and communications on behalf of
                                 filing persons)

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

                                   Copies to:
                              Henry P. Massey, Jr.
                        Wilson Sonsini Goodrich & Rosati,
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (650) 493-9300

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


<PAGE>


                            Calculation of Filing Fee

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

Transaction valuation*                 Amount of filing fee
-------------------------------------- -----------------------------------------
-------------------------------------- -----------------------------------------

$84,288,200.00                         $16,857.64
====================================== =========================================

*      Calculated solely for purposes of determining the filing fee. This amount
       assumes  that  options to purchase  5,523,  898 shares of Common Stock of
       Actel  Corporation  having an aggregate value of $84,288,200.00 as of May
       31, 2001, will be exchanged and/or cancelled  pursuant to this offer. The
       aggregate value of such options was calculated based on the Black-Scholes
       option  pricing  model.  The  amount of the  filing  fee,  calculated  in
       accordance  with Rule 0-11(b) of the Securities  Exchange Act of 1934, as
       amended, equals 1/50th of one percent of the estimated transaction value.


       Check  the box if any  part  of the fee is  offset  as  provided  by Rule
0-11(a)(2)  and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.


       Amount Previously Paid:    Not Applicable
       Form or Registration No.:  Not Applicable
       Filing Party:              Not Applicable
       Date Filed:                Not Applicable

       Check the box if the filing relates solely to preliminary  communications
       made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

              third-party tender offer subject to Rule 14d-1.

              issuer tender offer subject to Rule 13e-4.

              going-private transaction subject to Rule 13e-3.

              amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer:


<PAGE>

Item 1.   Summary Term Sheet.

       The Offer to Exchange all Outstanding  Options for New Options dated June
1, 2001  ("Offer to  Exchange"),  a copy of which is attached  hereto as Exhibit
(a)(1), is incorporated herein by reference.

Item 2.   Subject Company Information.

       (a)    The  name  of  the  issuer  is  Actel  Corporation,  a  California
              corporation ("Actel").  The address of Actel's principal executive
              office is 955 East Arques Avenue, Sunnyvale, California 94086, and
              the telephone number at that address is (408) 739-1010.

       (b)    This Tender Offer  Statement on Schedule TO relates to an offer by
              Actel  to  exchange  all  options   outstanding  under  the  Actel
              Corporation  1986 Incentive Stock Option Plan,  Actel  Corporation
              1995 Employee and  Consultant  Stock Plan,  GateField  Corporation
              1993 Stock Option Plan,  GateField  Corporation  1996 Stock Option
              Plan,  GateField   Corporation  1999  Stock  Option  Plan,  Prosys
              Technology,  Inc. 1998 Stock Option Plan, and Autogate Logic, Inc.
              1994 Stock Option Plan  (collectively,  the "Plans"),  to purchase
              approximately 5,523, 898 shares of Actel's Common Stock, par value
              $0.001 per share ("Option  Shares"),  for new options that will be
              granted under Actel's 1986 Incentive Stock Option or 1995 Employee
              and Consultant  Stock Plans (the "New Options") upon the terms and
              subject to the conditions  described in the Offer to Exchange.  If
              you are not an employee of Actel or one of its subsidiaries and if
              you do not reside in the United  States,  you will not be eligible
              to accept the Offer.  If you  reside,  or are  employed  by one of
              Actel's  subsidiaries,  outside of the United States, you will not
              be eligible  to accept the Offer.  If you are a director of Actel,
              you will also not be eligible to accept the Offer, even if you are
              an  employee  of Actel  who  resides  in the  United  States.  The
              information  set forth in the Offer to  Exchange  is  incorporated
              herein by reference.

       (c)    Actel's  Common Stock has been traded on the Nasdaq Stock Market's
              National  Market under the symbol "ACTL" since August 2, 1993, the
              date of its initial  public  offering.  The  following  table sets
              forth,  for the periods  indicated,  the high and low sales prices
              for its Common  Stock as  reported  by the Nasdaq  Stock  Market's
              National Market:

        2001 Fiscal Year                                     High          Low
         Quarter Ended March 31, 2001...............    $   25.8125   $   18.75

        2000 Fiscal Year
         Quarter Ended March 31, 2000...............        36.50         21.625
         Quarter Ended June 30, 2000................        46.875        22.00
         Quarter Ended September 30, 2000...........        55.375        29.625
         Quarter Ended December 31, 2000............        39.00         20.00

        1999 Fiscal Year
         Quarter Ended March 31, 1999...............        22.625        12.50
         Quarter Ended June 30, 1999................        20.3125       11.00
         Quarter Ended September 30, 1999...........        20.00         13.00
         Quarter Ended December 31, 1999............        24.50         16.00

Item 3.   Identity and Background of Filing Person.

       (a)    The  name  of  the  issuer  is  Actel  Corporation,  a  California
              corporation.  The address of Actel's principal executive office is
              955 East  Arques  Avenue,  Sunnyvale,  California  94086,  and the
              telephone number at that address is (408) 739-1010.

Item 4.   Terms of the Transaction.

       (a)    The information set forth in the Offer to Exchange attached hereto
              as Exhibit  (a)(1),  the Election Form attached  hereto as Exhibit
              (a)(2),  and the  Memorandum  from Barbara  McArthur to U.S. Actel
              Employees  dated June 1, 2001,  attached  hereto as Exhibit (a)(3)
              are incorporated herein by reference.

       (b)    Directors  will not be eligible to  participate  in this  exchange
              program. Employees who do not reside in the United States will not
              be eligible to participate in this exchange program.

Item 5.   Past Contacts, Transactions, Negotiations and Agreements.

        Not applicable.

Item 6.   Purposes of the Transaction and Plans or Proposals.

       (a)    The primary purpose of the 2001 Employee  Option Exchange  Program
              is to  provide  employees  of  Actel  who  hold  options  that are
              "out-of-the-money"  with an  opportunity to exchange those options
              for new stock  options to be granted  at fair  marked  value on or
              about December 31, 2001, so long as the employee is still employed
              by Actel on the date the replacement grant is made.

       (b)    The stock options  acquired in the 2001 Employee  Option  Exchange
              Program will be retired by Actel.

       (c)    The 2001  Employee  Option  Exchange  Program  will  result in the
              exchange  of stock  options  on a  one-for-one  basis by the Actel
              employees  who  participate  in the program.  No  individual  will
              acquire   additional  shares  of  Actel  stock  in  the  exchange.
              Employees who  participate in the exchange and are not employed by
              Actel on the  replacement  date will lose the  ability to exercise
              their stock options that have been exchanged.

Item 7.   Source and Amount of Funds or Other Consideration.

       (a)    Actel will issue stock  options to  purchase  up to  approximately
              5,523,  898  shares of Common  Stock of Actel  from  Actel's  1986
              Incentive  Stock  Option and 1995  Employee and  Consultant  Stock
              Plans in return for Actel  employees  tendering  for  cancellation
              stock options they currently hold to purchase up to  approximately
              5,523, 898 shares of Common Stock of Actel.

       (b)    None.

       (d)    Not applicable.

Item 8.   Interest in Securities of the Subject Company.

       (a)    Not applicable.

       (b)    None.

Item 9.   Persons/Assets, Retained, Employed, Compensated or Used.

       (a)    Not applicable.

Item 10.   Financial Statements.

       (a)   (1)    The information appearing under the captions  "Consolidated
                     Balance  Sheets,"  "Consolidated   Statements  of  Income,"
                     "Consolidated    Statements   of   Shareholders'   Equity,"
                     "Consolidated   Statements   of  Cash  Flows,"   "Notes  to
                     Consolidated  Financial Statements," and "Report of Ernst &
                     Young LLP,  Independent  Auditors" in Actel's Annual Report
                     on Form 10-K for the fiscal year ended  December  31, 2000,
                     is incorporated herein by reference.

              (2)    The  information  appearing  under  the  caption  "Item  1.
                     Financial  Statements" in Actel's  Quarterly Report on Form
                     10-Q  for the  fiscal  quarter  ended  April  1,  2001,  is
                     incorporated herein by reference.

       (b)    Not applicable.

Item 11.   Additional Information.

       (a)    Not applicable.

       (b)    Not applicable.

Item 12.   Exhibits.

       (a)    (1)    Offer to Exchange all  Outstanding  Options for New Options
                     dated June 1, 2001.

              (2)    Election Form.

              (3)    Memorandum  from Barbara  McArthur to U.S. Actel  Employees
                     dated June 1, 2001.

              (4)    Notice to Change Election from Accept to Reject.

              (5)    Form of Promise to Grant Stock Option(s).

       (b)    Not applicable.

       (d)    (1)    Actel Corporation 1986 Incentive Stock Option Plan.

              (2)    Actel   Corporation   1986  Incentive   Stock  Option  Plan
                     Prospectus.

              (3)    Actel Corporation 1995 Employee and Consultant Stock Plan.

              (4)    Actel  Corporation  1995 Employee and Consultant Stock Plan
                     Prospectus.

              (5)    Form of Actel Corporation Stock Option Agreement.

       (g)    Not applicable.

       (h)    Not applicable.

Item 13.   Information Required by Schedule 13E-3.

       (a)    Not applicable.


                                    SIGNATURE

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




                                           ACTEL CORPORATION




    Date: June 1, 2001                  /s/ David L. Van De Hey
                         -------------------------------------------------------
                                          David L. Van De Hey
                            Vice President & General Counsel and Secretary
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>offer.txt
<DESCRIPTION>EXHIBIT (A)(1) OFFER TO EXCHANGE OPTIONS
<TEXT>


                                ACTEL CORPORATION

            Offer to Exchange All Outstanding Options for New Options
                            (the "Offer to Exchange")

 The offer and withdrawal rights expire at 9:00 P.M., Pacific Daylight Time, on
                  June 29, 2001, unless this offer is extended.


       Actel   Corporation   ("Actel")  is  offering   eligible   employees  the
opportunity  to exchange  all  outstanding  options to purchase  shares of Actel
common stock for new options that we will grant under the Actel Corporation 1986
Incentive  Stock  Option Plan (the "1986  Plan") or the Actel  Corporation  1995
Employee and Consultant  Stock Plan (the "1995 Plan").  We are making this offer
upon the terms and conditions described in this Offer to Exchange (the "Offer to
Exchange"), the related Memorandum from Barbara McArthur dated June 1, 2001, the
Election  Form,  and the Notice to Change  Election from Accept to Reject (which
together,  as they may be amended from time to time,  constitute  the "offer" or
"program").

       The  number of shares  subject  to the new  options to be granted to each
eligible  employee will be equal to the number of shares  subject to the options
tendered by the eligible  employee and  accepted  for  exchange.  Subject to the
terms and  conditions  of this  offer,  we intend to grant the new options on or
about the first  business  day that is at least six months and one day after the
date we cancel the options  accepted for exchange.  You may only tender  options
for all or none of the outstanding,  unexercised shares subject to an individual
option  grant.  All tendered  options  accepted by us through this offer will be
cancelled as promptly as practicable  after 9:00 PM Pacific Daylight Time on the
date this offer ends.  The offer is  currently  scheduled  to expire on June 29,
2001 (the "Expiration  Date"), and we expect to cancel options on June 30, 2001,
or as soon as possible  thereafter (the "Cancellation  Date"). If you tender any
option grant for exchange, you will be required to also tender all option grants
that you received  during the six month period prior to the  Cancellation  Date.
Since we currently  expect to cancel all tendered options on June 30, 2001, this
means  that you will be  required  to tender  all  options  granted to you after
December 29, 2000, if you participate in this offer.

       The  offer is not  conditioned  on a  minimum  number  of  options  being
tendered.  Participation  in this offer is  completely  voluntary.  The offer is
subject to conditions that we describe in Section 6 of this Offer to Exchange.

       You are eligible to  participate  in this offer if you are an employee of
Actel  Corporation and a resident of the United States.  Members of the Board of
Directors,  including  directors  who are also  employees,  are not  eligible to
participate.  In order to receive a new option pursuant to this offer,  you must
continue to be an employee as of the date on which the new options are  granted,
which we  expect to be at least six  months  and one day after the  Cancellation
Date.

       If you tender  options for exchange as  described  in this offer,  and we
accept your tendered options,  then, subject to the terms of this offer, we will
grant you new options under the 1986 Plan or the 1995 Plan, as determined by the
Board of Directors in its sole  discretion.  The exercise price per share of the
new  options  will be 100% of the fair  market  value on the date of  grant,  as
determined by the closing price  reported by the Nasdaq  National  Market on the
date of grant. Each new option will be exercisable for the same number of shares
as remained outstanding under the tendered options. Each new option granted will
vest  in  accordance  with  the  vesting  schedule  of  the  cancelled  options.
Accordingly, each new option granted will vest as follows:

       o      any shares that were fully vested on the cancellation date will be
              fully vested;

       o      all  unvested  options on the date this offer  expires  that would
              have been fully  vested on the date the new  options  are  granted
              (which is  expected to be at least six months and one day from the
              cancellation date) will be fully vested; and

       o      all remaining  unvested  options will have a vesting schedule that
              is  equivalent  to what would have been in place had the cancelled
              option remained in effect.

For  example,  if an employee  cancels an option that vests at the rate of 6.25%
per  quarter  and is 50%  vested at the time of  cancellation,  the  replacement
option  will be 62.5%  vested at the time of grant if the new grant  occurs  six
months and one day after cancellation.

       Although our Board of Directors has approved  this offer,  neither we nor
our Board of Directors makes any  recommendation as to whether you should tender
or not tender your options for exchange. You must make your own decision whether
or not to tender your options.

       Shares of Actel  common  stock are traded on the Nasdaq  National  Market
under the symbol  "ACTL." On May 31, 2001, the closing price of our common stock
reported on the Nasdaq National Market was $20.39 per share.

       We  recommend  that you  evaluate  current  market  quotes for our common
stock,  among  other  factors,  before  deciding  whether or not to tender  your
options.

       This  Offer to  Exchange  has not been  approved  or  disapproved  by the
Securities  and  Exchange   Commission  (the  "SEC")  or  any  State  Securities
Commission nor has the SEC or any State  Securities  Commission  passed upon the
accuracy or adequacy of the information contained in this Offer to Exchange. Any
representation to the contrary is a criminal offense.

       You should direct  questions  about this offer or requests for assistance
or for additional copies of this Offer to Exchange,  the Memorandum from Barbara
McArthur  dated  June 1,  2001,  the  Election  Form,  and the  Notice to Change
Election  From  Accept  to Reject to the  Stock  Option  Administrator  at Actel
Corporation,  955 East Arques Avenue (Building 3),  Sunnyvale,  California 94086
(telephone: (408) 522-4213).

                                    IMPORTANT

       If you wish to tender your options for  exchange,  you must  complete and
sign the Election Form in  accordance  with its  instructions  and fax (to (408)
739-0706)  or hand  deliver  it and any other  required  documents  to the Stock
Option  Administrator.  We are not making  this offer to, and we will not accept
any tender of options from or on behalf of, option holders outside of the United
States.

       We have not  authorized  any  person  to make any  recommendation  on our
behalf as to whether you should  tender your  options or not tender your options
through this offer.  You should rely only on the information in this document or
to which we have  referred  you. We have not  authorized  anyone to give you any
information or to make any  representation  in connection  with this offer other
than the information and  representations  contained in this document and in the
Memorandum from Barbara  McArthur dated June 1, 2001,  Election Form, and Notice
to Change Election from Accept to Reject. If anyone makes any  recommendation or
representation to you or gives you any information,  you must not rely upon that
recommendation, representation, or information as having been authorized by us.




<PAGE>
<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                                                               Page

<S>                                                                                                             <C>
SUMMARY TERM SHEET.............................................................................................. 1

INTRODUCTION.................................................................................................... 8

THE OFFER....................................................................................................... 10

1.       Number of Options; Expiration Date..................................................................... 10

2.       Purpose of This Offer.................................................................................. 11

3.       Procedures for Tendering Options....................................................................... 11

4.       Withdrawal Rights and Change of Election............................................................... 12

5.       Acceptance of Options for Exchange and Issuance of New Options......................................... 13

6.       Conditions of This Offer............................................................................... 14

7.       Price Range of Shares Underlying the Options........................................................... 15

8.       Source and Amount of Consideration; Terms of New Options............................................... 16

9.       Information Concerning Actel........................................................................... 20

10.      Interests of Directors and Officers; Transactions and Arrangements Concerning the Options.............. 20

11.      Status of Options Acquired by Us in This Offer; Accounting Consequences of This Offer.................. 21

12.      Legal Matters; Regulatory Approvals.................................................................... 22

13.      Material U.S. Federal Income Tax Consequences.......................................................... 22

14.      Extension of Offer; Termination; Amendment............................................................. 24

15.      Fees and Expenses...................................................................................... 25

16.      Additional Information................................................................................. 25

17.      Miscellaneous.......................................................................................... 26

SCHEDULE A            Information Concerning the Directors
                      and Executive Officers of Actel Corporation............................................... A-1

</TABLE>



<PAGE>


                               SUMMARY TERM SHEET

       The  following  are  answers to some of the  questions  that you may have
about this offer.  We urge you to read  carefully the remainder of this Offer to
Exchange, the accompanying  Memorandum from Barbara McArthur dated June 1, 2001,
the  Election  Form,  and the Notice to Change  Election  From  Accept to Reject
because  the  information  in  this  summary  is not  complete,  and  additional
important  information  is contained in the remainder of this Offer to Exchange,
the  accompanying  Memorandum  from  Barbara  McArthur  dated June 1, 2001,  the
Election Form, and the Notice to Change Election From Accept to Reject.  We have
included Page  references  to the remainder of this Offer to Exchange  where you
can find a more complete description of the topics in this summary.

What securities are we offering to exchange?

       We are offering to exchange all outstanding options to purchase shares of
common stock of Actel held by eligible  employees  for new options we will grant
under the 1986 Plan or the 1995 Plan. (Page 8)

Who is eligible to participate?

       Employees  are  eligible to  participate  if they are  employees of Actel
Corporation  ("Actel") as of the date this offer commences and the date on which
the tendered  options are  cancelled  and  residents of the United  States.  Any
employees  who are not  residents  of the  United  States are not  eligible.  In
addition, all members of the Board of Directors,  including members of the Board
of Directors who are also employees,  are not eligible to participate.  In order
to receive a new  option,  you must  remain an  employee  as of the date the new
options are granted, which we anticipate will be at least six months and one day
after the Cancellation  Date. We anticipate that the new options will be granted
on December 31, 2001. (Page 8)

Are employees outside the United States eligible to participate?

       No. (Page 8)

Why are we making this offer?

       We  believe  that  granting  stock  options   motivates  high  levels  of
performance   and  provides  an   effective   means  of   recognizing   employee
contributions  to the success of our company.  The offer provides an opportunity
for us to  offer  eligible  employees  a  valuable  incentive  to stay  with our
company.  Some of our  outstanding  options,  whether or not they are  currently
exercisable, have exercise prices that are significantly higher than the current
market price of our shares. By making this offer to exchange outstanding options
for new options  that will have an exercise  price equal to the market  value of
our  common  stock on the  grant  date,  each  eligible  employee  will have the
opportunity to eliminate (on the date of grant only) all underwater  options. We
believe  this  offering  will  maximize  shareholder  value by  creating  better
performance incentives for employees who desire the assurance that their options
will have an exercise price equal to the market value of our common stock on the
grant date. (Page 11)

What are the conditions to this offer?

       The  offer is not  conditioned  on a  minimum  number  of  options  being
tendered.  Participation in this offer is completely  voluntary.  The conditions
are described in Section 6 of this Offer to Exchange. (Page 14)

If you tender options in this offer, are there any eligibility requirements that
you must  satisfy  after the  Expiration  Date of this offer to receive  the new
options?

       To receive a grant of new options  through this offer and under the terms
of the 1986 Plan or the 1995 Plan,  you must be  employed by Actel or one of its
subsidiaries as of the date the new options are granted.

       As discussed below,  subject to the terms of this offer, we do not intend
to grant the new  options  until on or about the first  business  day that is at
least six months and one day after the date we cancel the options  accepted  for
exchange.  If, for any reason,  you do not remain an employee of Actel or one of
its subsidiaries through the date we grant the new options, you will not receive
any new options or other  consideration  in exchange for your  tendered  options
that have been accepted for exchange. (Page 13)

If you tender  options in this offer,  how many new options  will you receive in
exchange for your tendered options?

       If you meet the eligibility requirements and subject to the terms of this
offer,  we will grant you new options to purchase  the number of shares equal to
the number of shares  subject to the  options you  tender.  New options  will be
granted  under our 1986 Plan or our 1995  Plan,  as  determined  by the Board of
Directors  in its  sole  discretion,  unless  prevented  by  law  or  applicable
regulations.  All new options will be subject to a new option agreement  between
you and us. You must  execute  the new option  agreement  before  receiving  new
options. (Page 13)

If you tender options in this offer, when will you receive your new options?

       We do not  intend  to grant the new  options  until on or about the first
business  day that is at least six  months  and one day after the date we cancel
the options accepted for exchange. Our Board of Directors will select the actual
grant date for the new options  and will  determine  whether  your grant will be
pursuant  to the 1986 Plan or the 1995 Plan.  If we cancel  tendered  options on
June 30, 2001,  which is the scheduled date for the  cancellation of the options
(the day following the expiration date of this offer),  the new options will not
be granted until  December 31, 2001.  You must be an employee on the date we are
granting the new options in order to be eligible to receive them. (Page 13)

If you tender options in this offer, why won't you receive new options
immediately after the Expiration Date of this offer?

       If we were to grant the new options on any date that is earlier  than six
months and one day after the date we cancel the options  accepted for  exchange,
we would be subject to onerous  accounting  charges.  We would be  required  for
financial  reporting purposes to treat the new options as variable awards.  This
means that we would be  required  to record the  non-cash  accounting  impact of
decreases and increases in the company's  share price as a compensation  expense
for the new  options  issued  under this offer.  We would have to continue  this
variable accounting for these new options until they were exercised,  forfeited,
or  terminated.  The higher the  trading  value of our  shares,  the greater the
compensation  expense we would have to record. By deferring the grant of the new
options  for at least six  months  and one day,  we  believe we will not have to
treat the new options as variable awards. (Page 21)

If you tender  options in this  offer,  will you be  eligible  to receive  other
option grants before you receive your new options?

       No. If we accept  options you tender in this  offer,  you may not receive
any other option grants before you receive your new options.  We may defer until
the  grant  date for your  new  options  the  grant  of other  options,  such as
evergreen or promotion  options,  for which you may otherwise be eligible before
the new option grant date.  We may defer the grant to you of these other options
if we determine it is necessary for us to do so to avoid incurring  compensation
expense  against our earnings  because of  accounting  rules that could apply to
these interim option grants as a result of this offer.  Instead,  we may issue a
promise to grant  stock  option(s)  to you on the date when such grant  would no
longer  subject  us to these  onerous  accounting  charges  as a  result  of the
exchange  offer.  However,  if you are no longer employed at Actel or one of its
subsidiaries  on the date of grant of the new options,  you will not receive new
options even if a Promise to Grant Stock Option(s) has been issued to you. (Page
13)

If you tender  options in this  offer,  will you be required to give up all your
rights to the cancelled options?

       Yes. Once we have accepted  options tendered by you, your options will be
cancelled and you will no longer have any rights under those options. (Page 10)

If you tender options in this offer,  what will be the exercise price of the new
options?

       The exercise  price per share of the new options will be 100% of the fair
market value on the date of grant,  as determined by the closing price  reported
by the  Nasdaq  National  Market  on the date of grant.  Accordingly,  we cannot
predict the exercise price of the new options. Because we do not intend to grant
new options until on or about the first business day that is at least six months
and one day after the date we cancel the options accepted for exchange,  the new
options  may have a  higher  exercise  price  than  some or all of your  current
options.  We recommend  that you evaluate  current market quotes for our shares,
among other  factors,  before  deciding  whether or not to tender your  options.
(Page 11)

If you tender options in this offer, when will the new options vest?

       The vesting of the newly issued  options will be in  accordance  with the
vesting schedule of the cancelled  options.  You will receive credit for vesting
accrued  prior to the  cancellation  of the  tendered  options and will  receive
credit for the period between the  cancellation of the tendered  options and the
grant of the new options.

       Each new option granted will vest as follows:

       o      any shares that were fully vested on the cancellation date will be
              fully vested;

       o      all  unvested  options on the date this offer  expires  that would
              have been fully  vested on the date the new  options  are  granted
              (which is  expected to be at least six months and one day from the
              cancellation date) will be fully vested; and

       o      all remaining  unvested  options will have a vesting schedule that
              is  equivalent  to what would have been in place had the cancelled
              option remained in effect.

For  example,  if an employee  cancels an option that vests at the rate of 6.25%
per  quarter  and is 50%  vested at the time of  cancellation,  the  replacement
option  will be 62.5%  vested at the time of grant if the new grant  occurs  six
months and one day after cancellation. (Page 8)

What if we enter into a merger or other similar transaction?

       It is possible that,  prior to the grant of new options,  we might effect
or enter into an agreement  such as a merger or other similar  transaction.  The
Promise to Grant Stock  Option(s) that we will give you is a binding  commitment
and any successor to our company will honor that commitment.

       You  should  be  aware  that  these  types  of  transactions  could  have
substantial  effects  on our  share  price,  including  potentially  substantial
appreciation in the price of our shares. Depending on the structure of this type
of transaction,  tendering option holders might be deprived of any further price
appreciation in the shares associated with the new options.  For example, if our
shares were acquired in a cash merger,  the fair market value of our shares, and
hence the price at which we grant the new options, would likely be a price at or
near the cash  price  being  paid for the  shares in the  transaction,  yielding
limited or no  financial  benefit to a  recipient  of the new  options  for that
transaction.  In  addition,  in the event of an  acquisition  of our company for
stock,  tendering  option holders might receive  options to purchase shares of a
different issuer.

       Actel  also  reserves  the right to grant the new  options  less than six
months and one day after the date we cancel the options  accepted for  exchange.
Thus, by way of example,  the Board of Directors  might,  in the exercise of its
sole  discretion,  grant  the new  options  before  a merger  or  other  similar
transaction  were  announced.  In that case, the new options would be treated in
the merger or other  transaction just like any other  outstanding Actel options.
(Page 14)

If you tender options in this offer, are there circumstances where you would not
be granted new options?

       Yes. Even if we accept your tendered  options,  we do not intend to grant
new  options  to you if we are  prohibited  from doing so by  applicable  law or
regulations. We will use reasonable efforts to avoid a prohibition, but you will
not be granted a new option so long as any prohibition is applicable.

       Also,  if you are no longer an employee on the date we grant new options,
you will not receive any new options. (Page 22)

If you choose to tender an option that is eligible for exchange,  do you have to
tender all the shares in that option?

       Yes. We are not accepting  partial tenders of options.  However,  you may
tender the  remaining  portion of an option that you have  partially  exercised.
Accordingly,  you may tender one or more of your option grants, but you may only
tender all of the  unexercised  shares  subject to each  option or none of those
shares.  For  example,  if you hold (i) an option to  purchase  1,000  shares at
$10.00 per share,  700 of which you have  already  exercised,  (ii) an option to
purchase  1,000  shares at an  exercise  price of $20.00  per share and (iii) an
option to purchase  2,000 shares at an exercise  price of $40.00 per share,  you
may (except as otherwise described below) tender:

       o      none of your options;

       o      options with respect to the 300 remaining unexercised shares under
              the first option grant;

       o      options with  respect to all 1,000 shares under the second  option
              grant;

       o      options  with  respect to all 2,000  shares under the third option
              grant;

       o      options with respect to two of the three option grants; or

       o      all options under all three of the option grants.

       In short, you may not tender options with respect to less than all of the
unexercised shares under any option grant.

       Also, if you decide to tender any of your  options,  then you must tender
all of your options that were granted to you during the  six-month  period prior
to the  cancellation of any tendered  options.  For example,  if you received an
option grant in January 2001 and a grant in February 2001 and you want to tender
your  January  2001  option  grant,  you would also be  required  to tender your
February 2001 option grant. (Page 13)

If you tender options in this offer, what happens to options that you choose not
to tender or that are not accepted for exchange?

       Nothing.  Any options  that you choose not to tender for exchange or that
we do not accept for  exchange  retains its current  exercise  price and current
vesting  schedule  and remains  outstanding  until it is exercised or expires in
accordance with its terms.

If you tender options in this offer,  will you have to pay taxes if you exchange
your options in this offer?

       If you exchange your current  options for new options,  you should not be
required  under  current law to  recognize  income for U.S.  federal  income tax
purposes  at the time of the  exchange.  Further,  at the grant  date of the new
options, you will not be required under current law to recognize income for U.S.
federal  income tax  purposes.  We recommend  that you consult with your own tax
advisor to determine  the tax  consequences  of tendering  options  through this
offer. (Page 22)

If you tender options in this offer that are incentive stock options,  will your
new options be incentive stock options?

       If your current  options are incentive  stock  options,  your new options
will be granted as incentive stock options to the maximum extent they qualify as
incentive stock options under the tax laws on the date of the grant. For options
to qualify as incentive  stock options under the current tax laws,  the value of
shares subject to options that first become  exercisable by the option holder in
any  calendar  year  cannot  exceed  $100,000,  as  determined  using the option
exercise price.  The excess value is deemed to be a non-qualified  stock option,
which is an option that is not  qualified to be an incentive  stock option under
the current tax laws. (Page 22)

If you tender options in this offer, when will your new options expire?

       Your new options will expire ten years from the date of grant, or earlier
if your employment with Actel terminates.

When does this offer expire? Can this offer be extended and, if so, how will you
be notified if it is extended?

       The offer expires on June 29, 2001, at 9:00 P.M.,  Pacific Daylight Time,
unless we extend it. We may, in our  discretion,  extend this offer at any time,
but we cannot  assure you that this offer will be extended or, if extended,  for
how long. If this offer is extended,  we will make a public  announcement of the
extension no later than 6:00 a.m.,  Pacific  Daylight Time, on the next business
day following the previously  scheduled  expiration of this offer period.  (Page
24)

How do you tender your options?

       If you decide to tender your options, you must deliver, before 9:00 P.M.,
Pacific  Daylight  Time, on June 29, 2001 (or such later date and time as we may
extend the expiration of this offer), a properly completed and executed Election
Form and any other documents  required by the Election Form via facsimile (fax #
(408)  739-0706) or hand delivery to the Stock Option  Administrator.  This is a
one-time offer and we will strictly enforce the tender offer period.  We reserve
the right to reject any or all tenders of options that we  determine  are not in
appropriate  form or that we determine  are  unlawful to accept.  Subject to our
rights to extend,  terminate,  and amend this offer, we currently expect that we
will accept all properly  tendered options promptly after the expiration of this
offer. (Page 11)

During what period of time may you withdraw previously tendered options?

       You may  withdraw  your  tendered  options at any time  before this offer
expires at 9:00 P.M., Pacific Daylight Time, on June 29, 2001. If we extend this
offer beyond that time, you may withdraw your tendered options at any time until
the extended expiration of this offer. In addition, although we currently intend
to accept validly  tendered options promptly after the expiration of this offer,
if we have not accepted your tendered options by July 27, 2001, you may withdraw
your  tendered  options at any time after July 27,  2001.  To withdraw  tendered
options,  you must deliver to us via facsimile (fax # (408) 739-0706) or by hand
to the Stock Option Administrator a signed Notice to Change Election From Accept
to Reject  with the  required  information  while  you  still  have the right to
withdraw  the  tendered  options.  Once  you  have  withdrawn  options,  you may
re-tender  options only by again  following  the delivery  procedures  described
above. (Page 12)

Can you change your election regarding particular tendered options?

       Yes, you may change your election regarding  particular  tendered options
at any time before this offer expires at 9:00 P.M.,  Pacific  Daylight  Time, on
June 29,  2001.  If we extend this offer  beyond that time,  you may change your
election  regarding  particular  tendered options at any time until the extended
expiration of this offer. In order to change your election,  you must deliver to
us via  facsimile  (fax # (408)  739-0706) or hand  delivery to the Stock Option
Administrator a new Election Form that includes the  information  regarding your
new election and is clearly dated after your original Election Form.

What do we and the Board of Directors think of this offer?

       Although our Board of Directors has approved  this offer,  neither we nor
our Board of Directors makes any  recommendation as to whether you should tender
your options or should not tender your options.  You must make your own decision
whether or not to tender options.  For questions  regarding tax  implications or
other  investment-related  questions, you should talk to your own legal counsel,
accountant, and/or financial advisor.

Whom can you talk to if you have questions about this offer?

       For additional information or assistance, you should contact:

       Stock Option Administrator
       Actel Corporation
       955 East Arques Avenue (Building 3)
       Sunnyvale, California 94086
       408) 522-4213 until June 15, 2001 (Jean Inman) (408) 522-4424 after
       June 15, 2001 (Vicky Huang)


<PAGE>


                                  INTRODUCTION

       Actel   Corporation   ("Actel")  is  offering   eligible   employees  the
opportunity  to exchange  all  outstanding  options to purchase  shares of Actel
common stock for new options that we will grant under the Actel Corporation 1986
Incentive  Stock  Option Plan (the "1986  Plan") or the Actel  Corporation  1995
Employee and Consultant  Stock Plan (the "1995 Plan").  We are making this offer
upon the terms and conditions described in this Offer to Exchange (the "Offer to
Exchange"), the related Memorandum from Barbara McArthur dated June 1, 2001, the
Election  Form,  and the Notice to Change  Election from Accept to Reject (which
together,  as they may be amended from time to time,  constitute  the "offer" or
"program").

       The  number of shares  subject  to the new  options to be granted to each
eligible  employee will be equal to the number of shares  subject to the options
tendered by the eligible  employee and  accepted  for  exchange.  Subject to the
terms and  conditions  of this  offer,  we intend to grant the new options on or
about the first  business  day that is at least six months and one day after the
date we cancel the options  accepted for exchange.  You may only tender  options
for all or none of the outstanding,  unexercised shares subject to an individual
option  grant.  All tendered  options  accepted by us through this offer will be
cancelled as promptly as practicable  after 9:00 PM Pacific Daylight Time on the
date this offer ends.  The offer is  currently  scheduled  to expire on June 29,
2001 (the "Expiration  Date"), and we expect to cancel options on June 30, 2001,
or as soon as possible  thereafter (the "Cancellation  Date"). If you tender any
option grant for exchange, you will be required to also tender all option grants
that you received  during the six month period prior to the  Cancellation  Date.
Since we currently  expect to cancel all tendered options on June 30, 2001, this
means  that you will be  required  to tender  all  options  granted to you after
December 29, 2000, if you participate in this offer.

       The  offer is not  conditioned  on a  minimum  number  of  options  being
tendered.  Participation  in this offer is  completely  voluntary.  The offer is
subject to conditions that we describe in Section 6 of this Offer to Exchange.

       You are eligible to  participate  in this offer if you are an employee of
Actel  Corporation  and a resident of the United  States.  Directors,  including
directors who are also employees,  are not eligible to participate.  In order to
receive a new option pursuant to this offer, you must continue to be an employee
as of the date on which the new  options are  granted,  which we expect to be at
least six months and one day after the Cancellation Date.

       If you tender  options for exchange as  described  in this offer,  and we
accept your tendered options,  then, subject to the terms of this offer, we will
grant you new options under the 1986 Plan or the 1995 Plan, as determined by the
Board of Directors in its sole  discretion.  The exercise price per share of the
new  options  will be 100% of the fair  market  value on the date of  grant,  as
determined by the closing price  reported by the Nasdaq  National  Market on the
date of grant. Each new option will be exercisable for the same number of shares
as remained outstanding under the tendered options. Each new option granted will
vest  in  accordance  with  the  vesting  schedule  of  the  cancelled  options.
Accordingly, each new option granted will vest as follows:

       o      any shares that were fully vested on the cancellation date will be
              fully vested;

       o      all  unvested  options on the date this offer  expires  that would
              have been fully  vested on the date the new  options  are  granted
              (which is  expected to be at least six months and one day from the
              cancellation date) will be fully vested; and

       o      all remaining  unvested  options will have a vesting schedule that
              is  equivalent  to what would have been in place had the cancelled
              option remained in effect.

For  example,  if an employee  cancels an option that vests at the rate of 6.25%
per  quarter  and is 50%  vested at the time of  cancellation,  the  replacement
option  will be 62.5%  vested at the time of grant if the new grant  occurs  six
months and one day after cancellation.

       As of May 31,  2001,  options to  purchase  6,397,745  of our shares were
issued and  outstanding,  of which options to purchase  5,523,898 of our shares,
constituting 86.3%, were held by eligible employees.


<PAGE>


                                    THE OFFER

1.     Number of Options; Expiration Date

       Subject  to the terms and  conditions  of this  offer,  we will  exchange
outstanding,  unexercised  options held by eligible  employees that are properly
tendered  and not validly  withdrawn  in  accordance  with  Section 4 before the
"expiration  date," as defined  below,  in return for new  options.  We will not
accept  partial  tenders of options for any portion of the shares  subject to an
individual  option grant.  Therefore,  you may tender options for all or none of
the shares subject to each of your eligible options. In addition,  if you tender
any option  grant for  exchange,  you will be required to also tender all option
grants  that you  received  during the  six-month  period  prior to the date the
tendered  option was  cancelled.  We  currently  expect to cancel  all  tendered
options on June 30,  2001,  which  means that you will be required to tender all
options  granted to you after  December 29,  2000,  if you  participate  in this
offer.

       If your options are properly  tendered  and  accepted for  exchange,  the
options will be cancelled and,  subject to the terms of this offer,  you will be
entitled to receive one or more new options to purchase  the number of shares of
common  stock equal to the number of shares  subject to the options  tendered by
you and accepted for  exchange,  subject to  adjustments  for any stock  splits,
stock  dividends,  and similar  events.  All new options  will be subject to the
terms  of our  1986  Plan  or 1995  Plan,  at the  discretion  of our  Board  of
Directors,  and to a new  option  agreement  between  you and us.  If you do not
remain an employee of Actel or its  subsidiaries for any reason through the date
we grant  the new  options,  you  will  not  receive  any new  options  or other
consideration  in exchange for your tendered options that have been accepted for
exchange.  This means that if you quit, with or without a good reason, or die or
we terminate your employment,  with or without cause, prior to the date we grant
the new options, you will not receive anything for the options that you tendered
and we cancelled.

       The term  "expiration  date" means 9:00 P.M.,  Pacific  Daylight Time, on
June 29, 2001, unless and until we, in our discretion,  have extended the period
of time  during  which this  offer will  remain  open,  in which  event the term
"expiration  date" refers to the latest time and date at which this offer, as so
extended,  expires.  See Section 14 for a  description  of our rights to extend,
delay, terminate, and amend this offer.

       If we decide to take any of the following actions, we will publish notice
or otherwise inform you in writing of such action:

       o      we increase or decrease  the amount of  consideration  offered for
              the options;

       o      we decrease the number of options  eligible to be tendered in this
              offer; or

       o      we increase the number of options  eligible to be tendered in this
              offer by an amount  that  exceeds 2% of the shares  issuable  upon
              exercise of the options that are subject to this offer immediately
              prior to the increase

If this offer is scheduled to expire at any time earlier than the tenth business
day from,  and  including,  the date that notice of the  increase or decrease is
first  published,  sent, or given in the manner specified in Section 14, we will
extend  this  offer  so that  this  offer  is open at least  ten  business  days
following the publication, sending, or giving of notice. We will also notify you
of any other  material  change in the  information  contained  in this  Offer to
Exchange.  For purposes of this offer, a "business day" means any day other than
a Saturday,  Sunday,  or federal  holiday  and  consists of the time period from
12:01 a.m. through 12:00 midnight, Eastern Time.

2.     Purpose of This Offer

       We issued the options outstanding to:

       o      provide our eligible  employees with  additional  incentive and to
              promote the success of our business, and

       o      encourage our eligible employees to continue their employment with
              us.

       One of the keys to our  continued  growth and success is the retention of
our most valuable asset, our employees. The offer provides an opportunity for us
to offer our eligible employees a valuable incentive to stay with Actel. Some of
our outstanding  options,  whether or not they are currently  exercisable,  have
exercise prices that are  significantly  higher than the current market price of
our shares. By making this offer to exchange outstanding options for new options
that will have an exercise  price equal to the market  value of our common stock
on the grant date, each eligible employee will have the opportunity to eliminate
(on the date of grant only) all  underwater  options.  We believe this  offering
will maximize  shareholder value by creating better  performance  incentives for
employees  who desire the  assurance  that their  options  will have an exercise
price equal to the market value of our common  stock on the grant date.  Because
we do not  intend to grant new  options  until at least six  months  and one day
after the date we cancel the options accepted for exchange,  the new options may
have a  higher  exercise  price  than  some  or all of our  current  outstanding
options.

       From time to time we  engage  in  strategic  transactions  with  business
partners,  customers,  and other third parties. We may engage in transactions in
the future with these or other  companies  that could  significantly  change our
structure, ownership,  organization,  management, or the make-up of our Board of
Directors,  any of which could significantly  affect the price of our shares. If
we engage in such a transaction or transactions before the date we grant the new
options,  our shares  could  increase (or  decrease) in value,  and the exercise
price of the new options  could be higher (or lower) than the exercise  price of
options you may have  elected to tender.  As outlined in Section 8, the exercise
price of any new options granted to you in return for your tendered options will
be the fair  market  value of the  underlying  shares on the date of  grant,  as
determined by the closing price  reported by the Nasdaq  National  Market on the
date of  grant.  You will be at risk of any such  increase  in our  share  price
before the grant date of the new options for these or any other reasons.

       Neither  we nor our Board of  Directors  makes any  recommendation  as to
whether  you  should  tender or should  not  tender  your  options,  nor have we
authorized any person to make any such recommendation. You are urged to evaluate
carefully all of the  information  in this Offer to Exchange and to consult your
own investment and tax advisors.  You must make your own decision whether or not
to tender your options for exchange.

3.     Procedures for Tendering Options

       a.     Proper Tender of Options

       To  validly  tender  your  options  through  this  offer,  you  must,  in
accordance with the terms of the Election Form, properly complete,  execute, and
deliver the Election Form to us via facsimile (fax # (408)  739-0706) or by hand
to the Stock Option Administrator,  along with any other required documents. The
Stock Option Administrator must receive all of the required documents before the
expiration date. The delivery of all documents, including Election Forms and any
Notices  to  Change  Election  From  Accept to  Reject  and any  other  required
documents, is at your risk.

       b.     Determination  of  Validity;   Rejection  of  Options;  Waiver  of
              Defects; No Obligation to Give Notice of Defects

       We will  determine,  in our  discretion,  all questions as to the form of
documents and the validity,  form,  eligibility,  including time of receipt, and
acceptance of any tender of options.  Our determination of these matters will be
final and  binding on all  parties.  We  reserve  the right to reject any or all
tenders of options  that we  determine  are not in  appropriate  form or that we
determine are unlawful to accept.  Otherwise, we will accept properly and timely
tendered  options that are not validly  withdrawn.  We also reserve the right to
waive any of the conditions of this offer or any defect or  irregularity  in any
tender of any particular  options or for any particular option holder. No tender
of  options  will be deemed to have been  properly  made  until all  defects  or
irregularities  have been cured by the tendering  option holder or waived by us.
Neither we nor any other  person is  obligated  to give notice of any defects or
irregularities  in tenders,  nor will anyone incur any  liability for failure to
give any notice.  This is a one-time  offer and we will  strictly  enforce  this
offer  period,  subject  only to an  extension  that we may  grant  in our  sole
discretion.

       c.     Our Acceptance Constitutes an Agreement

       Your  tender  of  options  pursuant  to the  procedures  described  above
constitutes  your  acceptance  of the terms and  conditions  of this offer.  Our
acceptance for exchange of your options  tendered by you through this offer will
constitute a binding  agreement between us and you upon the terms and subject to
the conditions of this offer.  Subject to our rights to extend,  terminate,  and
amend this offer,  we currently  expect that we will accept  promptly  after the
expiration  of this  offer  all  properly  tendered  options  that have not been
validly withdrawn.

4.     Withdrawal Rights and Change of Election

       You may only withdraw  your  tendered  options or change your election in
accordance with the provisions of this Section 4.

       You may  withdraw  your  tendered  options at any time  before 9:00 P.M.,
Pacific  Daylight  Time,  on June 29, 2001.  If we extend this offer beyond that
time,  you may  withdraw  your  tendered  options at any time until the extended
expiration  of this offer.  In addition,  if we have not accepted  your tendered
options for exchange by 9:00 P.M.,  Pacific Daylight Time, on July 27, 2001, you
may withdraw your tendered options at any time after July 27, 2001.

       To  validly  withdraw  tendered  options,  you must  deliver to the Stock
Option  Administrator  via  facsimile  (fax # (408)  739-0706)  or by  hand,  in
accordance  with the  procedures  listed in Section 3 above,  a signed and dated
Notice to Change  Election  From Accept to Reject with the required  information
while you still have the right to withdraw the tendered options.

       To validly  change  your  election  regarding  the  tender of  particular
options,  you must deliver a new Election Form to the Stock Option Administrator
via  facsimile  (fax #  (408)  739-0706)  or by  hand  in  accordance  with  the
procedures listed in Section 3 above. If you deliver a new Election Form that is
properly  signed and dated,  it will replace any previously  submitted  Election
Form, which will be disregarded.  The new Election Form must be signed and dated
and must specify:

       o      the name of the option holder who tendered the options;

       o      the grant number of all options to be tendered;

       o      the grant date of all options to be tendered;

       o      the exercise price of all options to be tendered; and

       o      the total  number of  unexercised  option  shares  subject to each
              option to be tendered.

       Except as  described  in the  following  sentence,  the  Notice to Change
Election  From  Accept to Reject  and any new or amended  Election  Form must be
executed by the option  holder who tendered the options to be withdrawn  exactly
as the  option  holder's  name  appears on the option  agreement  or  agreements
evidencing  such  options.   If  the  signature  is  by  a  trustee,   executor,
administrator,  guardian, attorney-in-fact,  officer of a corporation or another
person acting in a fiduciary or representative capacity, the signer's full title
and proper evidence of the authority of such person to act in that capacity must
be indicated on the notice of withdrawal.

       You may not rescind any  withdrawal  and any  options you  withdraw  will
thereafter be deemed not properly tendered for purposes of this offer unless you
properly  re-tender  those options before the  expiration  date by following the
procedures described in Section 3.

       Neither  we nor any  other  person  is  obligated  to give  notice of any
defects or irregularities in any Notice to Change Election From Accept to Reject
or any new or amended  Election  Form,  nor will anyone incur any  liability for
failure to give any notice. We will determine, in our discretion,  all questions
as to the form and  validity,  including  time of receipt,  of Notices to Change
Election  From  Accept  to  Reject  and  new  or  amended  Election  Forms.  Our
determination of these matters will be final and binding.

5.     Acceptance of Options for Exchange and Issuance of New Options

       Upon  the  terms  and  conditions  of  this  offer  and  as  promptly  as
practicable  following  the  expiration  date,  we will accept for  exchange and
cancel options properly tendered and not validly withdrawn before the expiration
date.  Subject to the terms and  conditions  of this offer,  if your options are
properly tendered and accepted for exchange,  these options will be cancelled as
of the date of our  acceptance,  which we anticipate to be June 30, 2001, and we
anticipate  that you will be granted new options on or about the first  business
day that is at least six months and one day after the date we cancel the options
accepted for exchange.  Thus, subject to the terms and conditions of this offer,
if your options are properly tendered by June 29, 2001, the scheduled expiration
date of this offer, and accepted for exchange and cancelled on June 30, 2001, we
anticipate  that you will be granted new options on or about  December 31, 2001.
If we accept and cancel  options  properly  tendered for exchange after June 30,
2001,  we  anticipate  that the period in which the new options  will be granted
will be similarly delayed. As promptly as practicable after we accept and cancel
options  tendered  for  exchange,  we will issue to you a Promise to Grant Stock
Option(s),  by which we will commit to grant  stock  options  covering  the same
number of shares as the options cancelled pursuant to this offer,  provided that
you remain an eligible employee on the date on which the grant is to be made.

       If we accept options you tender in this offer, we anticipate that we will
defer  any  grant to you of other  options,  such as  evergreen  or  promotional
options,  for which you may be eligible after the expiration  date until the new
option  grant date,  so that you are granted no new options for any reason until
at least six months  and one day after any of your  tendered  options  have been
cancelled.  We  anticipate  that we will  defer the grant to you of these  other
options in order to avoid incurring compensation charges against our earnings as
a result of accounting  rules that could apply to these interim option grants as
a result of this offer. We may issue to you a Promise to Grant Stock  Option(s),
which is a binding  commitment to grant you an option or options,  provided that
you remain an eligible employee on the date on which the grant is to be made.

       Your new options  will  entitle you to purchase the number of shares that
is equal to the number of shares subject to the options you tender,  as adjusted
for any stock splits,  stock  dividends,  and similar events.  If you are not an
employee of Actel or its  subsidiaries  for any reason through the date we grant
the new options,  you will not receive any new options or other consideration in
exchange for your tendered options that were cancelled pursuant to this offer.

       We will not  accept  partial  tenders  of your  eligible  option  grants.
However,  you may  tender  the  remaining  portion  of an  option  that you have
partially  exercised.  Accordingly,  you may tender  one or more of your  option
grants,  but you may only tender all of the  unexercised  shares subject to that
option or none of those shares. In addition,  if you tender any option grant for
exchange,  you will be  required  to also  tender  all  option  grants  that you
received during the six month period prior to the  cancellation of your tendered
options.  We currently  expect to cancel all tendered  options on June 30, 2001,
which means that you will be required to tender all options granted to you after
December 29, 2000, if you participate in this offer.

       Within one to two business  days after  receipt of your  Election Form or
your  Notice  to  Change  Election  From  Accept to  Reject,  the  Stock  Option
Administrator will e-mail the option holder a Confirmation of Receipt.  However,
this is not by itself an acceptance of the options for exchange. For purposes of
this offer,  we will be deemed to have  accepted  options for exchange  that are
validly  tendered  and not  properly  withdrawn  as of the time we give  oral or
written notice to the Stock Option Administrator or to the option holders of our
acceptance  for  exchange  of such  options,  which  notice may be made by press
release.  Subject to our rights to extend,  terminate,  and amend this offer, we
currently expect that we will accept promptly after the expiration of this offer
all properly tendered options that are not validly withdrawn.  Promptly after we
accept tendered options for exchange,  we will send each tendering option holder
a notice,  which may be sent by e-mail,  indicating the number of shares subject
to the options that we have accepted for exchange and cancelled, and, subject to
the terms and conditions of this offer, the corresponding  number of shares that
will be subject to the new options  and the period  during  which we  anticipate
that the new options should be granted.

6.     Conditions of This Offer

       Notwithstanding  any  other  provision  of this  offer,  we  will  not be
required to accept any options  tendered for  exchange,  and we may terminate or
amend this offer,  or postpone our  acceptance and  cancellation  of any options
tendered  for  exchange,  in each case  subject  to Rule  13e-4(f)(5)  under the
Securities  Exchange Act, if at any time on or after June 1, 2001,  and prior to
the  expiration  date,  any of the following  events has  occurred,  or has been
determined by us to have occurred,  and, in our reasonable  judgment in any case
and  regardless  of the  circumstances  giving rise to the event,  including any
action or omission to act by us, the occurrence of such event or events makes it
inadvisable  for us to  proceed  with  this  offer or with such  acceptance  and
cancellation of options tendered for exchange:

       o      there shall have been  threatened  or instituted or be pending any
              action  or  proceeding  by  any   governmental,   regulatory,   or
              administrative  agency or authority  that  directly or  indirectly
              challenges  the making of this offer,  the  acquisition of some or
              all of  the  tendered  options  pursuant  to  this  offer,  or the
              issuance of new  options,  or  otherwise  relates in any manner to
              this offer, or that, in our reasonable judgment,  could materially
              and adversely affect our business,  condition, income, operations,
              or prospects or  materially  impair the  contemplated  benefits of
              this offer to Actel.

       o      there shall have been any action threatened,  pending or taken, or
              approval withheld,  or any statute,  rule,  regulation,  judgment,
              order, or injunction threatened,  proposed,  sought,  promulgated,
              enacted, entered,  amended,  enforced, or deemed to be eligible to
              this  offer or Actel by any  court or any  authority,  agency,  or
              tribunal that, in our reasonable judgment, would or might directly
              or indirectly:

       o      make the  acceptance  for  exchange of, or issuance of new options
              for,  some or all of the  tendered  options  illegal or  otherwise
              restrict  or  prohibit  consummation  of this  offer or  otherwise
              relate in any manner to this offer.

       o      delay or restrict our ability,  or render us unable, to accept for
              exchange,  or issue new options  for,  some or all of the tendered
              options.

       o      materially  impair  the  contemplated  benefits  of this  offer to
              Actel.

       o      materially  and  adversely  affect  Actel's  business,  condition,
              income,   operations,   or  prospects  or  materially  impair  the
              contemplated benefits of this offer to Actel.

       o      there shall have occurred any change, development,  clarification,
              or position taken in generally accepted accounting  standards that
              could or would require us to record  compensation  expense against
              our earnings in connection with this offer for financial reporting
              purposes.

       o      a tender or  exchange  offer for some or all of our  shares,  or a
              merger  or  acquisition   proposal  for  Actel,  shall  have  been
              proposed,  announced, or made by another person or entity or shall
              have been publicly disclosed.

       o      any change or changes  shall have  occurred  in Actel's  business,
              condition,   assets,  income,  operations,   prospects,  or  stock
              ownership that, in our reasonable judgment,  is or may be material
              to Actel or may  materially  impair the  contemplated  benefits of
              this offer to Actel.

       The conditions to this offer are for Actel's benefit.  We may assert them
in our discretion regardless of the circumstances giving rise to them before the
expiration  date.  We may waive them,  in whole or in part, at any time and from
time to time prior to the expiration date, in our discretion,  whether or not we
waive any other condition to this offer. Our failure at any time to exercise any
of these  rights will not be deemed a waiver of any such  rights.  The waiver of
any of these rights with respect to particular facts and circumstances  will not
be deemed a waiver  with  respect  to any other  facts  and  circumstances.  Any
determination  we make concerning the events described in this Section 6 will be
final and binding upon all persons.

7.     Price Range of Shares Underlying the Options

       The shares  underlying  your options are  currently  traded on the Nasdaq
National  Market under the symbol  "ACTL".  The following  table shows,  for the
periods  indicated,  the high and low sales prices per share of our common stock
as reported by the Nasdaq National Market:

2001 Fiscal Year                                           High          Low
   Quarter Ended March 31, 2001....................    $   25.8125   $   18.75

2000 Fiscal Year
   Quarter Ended March 31, 2000....................        36.50         21.625
   Quarter Ended June 30, 2000.....................        46.875        22.00
   Quarter Ended September 30, 2000................        55.375        29.625
   Quarter Ended December 31, 2000.................        39.00         20.00

1999 Fiscal Year
   Quarter Ended March 31, 1999....................        22.625        12.50
   Quarter Ended June 30, 1999.....................        20.3125       11.00
   Quarter Ended September 30, 1999................        20.00         13.00
   Quarter Ended December 31, 1999.................        24.50         16.00

       As of May 31, 2001, the last reported sale price during  regular  trading
hours of our common stock, as reported by the Nasdaq National Market, was $20.39
per share.

       We  recommend  that you  evaluate  current  market  quotes for our common
stock,  among  other  factors,  before  deciding  whether or not to tender  your
options.

8.     Source and Amount of Consideration; Terms of New Options

       a.     Consideration

       We will issue new  options to purchase  shares of common  stock under our
1986 Plan or under our 1995 Plan, as determined by our Board of Directors in its
sole discretion,  in exchange for the outstanding  options properly tendered and
accepted  for  exchange  by us,  which will be  cancelled.  The number of shares
subject to the new options to be granted to each option  holder will be equal to
the number of shares  subject to the options  tendered by the option  holder and
accepted  for exchange  and  cancelled by us, as adjusted for any stock  splits,
reverse stock splits,  stock  dividends,  and similar events.  If we receive and
accept tenders of all outstanding  options from eligible  employees,  subject to
the terms and conditions of this offer,  we will grant new options to purchase a
total of 5,523,898  shares of common stock. The shares issuable upon exercise of
these new options  would equal  approximately  23.4% of the total  shares of our
common stock outstanding as of May 31, 2001.

       b.     Terms of New Options

       The new  options  will be  granted  under our 1986 Plan or under our 1995
Plan  (together,  the  "Plans"),  as determined by our Board of Directors in its
sole  discretion.  A new option agreement will be entered into between Actel and
each option  holder who has tendered  options in this offer for every new option
granted. The terms and conditions of the new options may vary from the terms and
conditions  of the  options  tendered  for  exchange,  but  generally  will  not
substantially  and adversely affect the rights of option holders.  Because we do
not intend to grant new options  until at least six months and one day after the
date we cancel the options  accepted  for  exchange,  the new options may have a
higher exercise price than some or all of the options,  including as a result of
a significant corporate event. The following description summarizes the material
terms of our 1986 Plan, the 1995 Plan and the options  granted under each of the
Plans.

              (1)    1986 Plan

       The maximum number of shares  available for issuance through the exercise
of options granted under our 1986 Plan is 10,536,971, plus an annual increase to
be added each year equal to (x) 5% of the outstanding shares on the first day of
our fiscal year less (y) the number of shares available for issuance through the
exercise of options granted under the 1986 Plan on the last day of the preceding
fiscal year.  Our 1986 Plan permits the granting of options  intended to qualify
as incentive  stock options under the Internal  Revenue Code and options that do
not  qualify as  incentive  stock  options,  referred to as  nonstatutory  stock
options.

              (2)    1995 Plan

       The maximum number of shares  available for issuance through the exercise
of options granted under our 1995 Plan is 1,552,700.  Our 1995 Plan permits only
the granting of options that do not qualify as incentive stock options, referred
to as nonstatutory stock options.

              (3)    Administration

       The Plans are  administered  by the Board of Directors or a  compensation
committee appointed by the Board of Directors (the "Administrator").  Subject to
the other provisions of the Plans, the  Administrator has the power to determine
the terms and conditions of the options  granted,  including the exercise price,
the  number of shares  subject  to the  option,  and the  exercisability  of the
options.

              (4)    Term

       Options  generally  have a term of ten  years.  Incentive  Stock  Options
granted to an employee who, at the time the  incentive  stock option is granted,
owns stock  representing  more than 10% of the voting  rights of all  classes of
stock of Actel or an affiliate company have a term of no more than five years.

              (5)    Termination

       Except as your option  agreement  otherwise  provides,  your options will
terminate  following the termination of your employment,  unless the options are
exercised,  to the extent  that they were  exercisable  immediately  before such
termination,  within the time frame permitted by your stock option agreement or,
if no  time  period  is  specified  in your  option  agreement,  within  30 days
following your termination. In the event that the termination of your employment
is by reason of permanent or total disability,  you may exercise any option held
by you at the date of your  employment  termination,  to the extent  that it was
exercisable immediately before such termination, within the time frame specified
in your option  agreement or, if no time is specified,  for six months following
such  termination.  In the event that the  termination of your  employment is by
reason of death, your executors,  administrators,  legatees,  or distributees of
your estate may exercise all options held by you at the date of your  employment
termination within for 12 months following such termination.

       The termination of your option under the circumstances  specified in this
Section will result in the  termination  of your  interests in our 1986 Plan and
our 1995 Plan. In addition,  your option may terminate,  together with our stock
option  plans  and all other  outstanding  options  issued  to other  employees,
following the occurrence of certain  corporate  events, as described below under
the caption "Adjustments Upon Certain Events."

              (6)    Exercise Price

       The Administrator determines the exercise price at the time the option is
granted.  For all eligible  employees,  the exercise  price per share of the new
options  will be  100% of the  fair  market  value  on the  date  of  grant,  as
determined by the closing price  reported by the Nasdaq  National  Market on the
date of grant.

       However,  the  exercise  price may not be less  than 110% of the  closing
price per share reported by the Nasdaq  National Market on the date of grant for
options  intended to qualify as incentive  stock  options that are granted to an
employee  who, at the time the  incentive  stock  option is granted,  owns stock
representing more than 10% of the voting rights of all classes of stock of Actel
or an affiliate company.

              (7)    Vesting and Exercise

       Each stock option agreement specifies the term of the option and the date
when the option becomes exercisable.  The terms of vesting are determined by the
Administrator.  Options  granted by us to new hires  generally vest at a rate of
25% of the shares subject to the option after twelve  months,  and then 6.25% of
the shares  subject to the option vest each  quarter  thereafter,  provided  the
employee remains continuously employed by Actel.

       The new options granted through this offer will vest as follows:

       o      any shares that were fully vested on the cancellation date will be
              fully vested;

       o      all  unvested  options on the date this offer  expires  that would
              have been fully  vested on the date the new  options  are  granted
              (which is  expected to be at least six months and one day from the
              cancellation date) will be fully vested; and

       o      all remaining  unvested  options will have a vesting schedule that
              is  equivalent  to what would have been in place had the cancelled
              option remained in effect.

For  example,  if an employee  cancels an option that vests at the rate of 6.25%
per  quarter  and is 50%  vested at the time of  cancellation,  the  replacement
option  will be 62.5%  vested at the time of grant if the new grant  occurs  six
months and one day after cancellation.

              (8)    Payment of Exercise Price

       You may  exercise  your  options,  in whole or in part,  by delivery of a
written notice to us together with a share  subscription  or purchase form which
is  accompanied  by  payment  in  full  of  the  eligible  exercise  price.  The
permissible  methods of payment of the option  exercise  price are determined by
the Administrator and generally include the following:

       o      cash;

       o      check;

       o      promissory note;

       o      shares of Actel common stock held at least six months;

       o      the delivery of a properly  executed exercise notice together with
              such other documentation as the Board of Directors 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; or

       o      any combination of the foregoing methods.

              (9)    Adjustments Upon Certain Events

       If  there  is a  change  in our  capitalization,  such as a stock  split,
reverse stock split,  stock  dividend,  or other similar  event,  and the change
results  in an  increase  or  decrease  in the number of issued  shares  without
receipt of  consideration  by us, an appropriate  adjustment will be made to the
price of each option and the number of shares subject to each option.

       In the event there is a sale of all or  substantially  all of our assets,
or we merge with another  corporation,  your options will be assumed or replaced
with new options of the successor corporation. If the successor corporation does
not assume or substitute  your  options,  they will  automatically  become fully
vested and exercisable.

       In the  event  there is a  liquidation  or  dissolution  of  Actel,  your
outstanding options will terminate  immediately prior to the consummation of the
liquidation or dissolution.  The  Administrator  may,  however,  provide for the
acceleration of the exercisability of any option.

              (10)   Termination of Employment

       If you are not an  employee  of Actel  for any  reason  from the date you
tender options  through the date we grant the new options,  you will not receive
any new options or any other consideration in exchange for your tendered options
that have been  accepted  for  exchange.  This means  that if you quit,  with or
without good reason,  or die, or we terminate your  employment,  with or without
cause,  before the date we grant the new options,  you will not receive anything
for the options that you tendered and we cancelled.

              (11)   Transferability of Options

       New options,  whether  incentive  stock  options or  non-qualified  stock
options,  may not be transferred,  other than by will or the laws of descent and
distribution.  In the event of your death,  options may be exercised by a person
who acquires the right to exercise the option by bequest or inheritance.

       c.     Registration of Option Shares

       9,391,410  shares of common stock issuable upon exercise of options under
our 1986 Plan and  1,769,500  shares of common stock  issuable  upon exercise of
options under our 1995 Plan have been  registered  under the  Securities  Act on
registration  statements on Form S-8 filed with the SEC. All the shares issuable
upon  exercise  of all new  options  to be  granted  before  this  offer will be
registered  under the Securities Act. Unless you are one of our affiliates,  you
will be able to sell your option shares free of any transfer  restrictions under
applicable U.S. securities laws.

       d. U.S. Federal Income Tax Consequences

       You  should  refer to  Section 13 for a  discussion  of the U.S.  federal
income  tax  consequences  of the new  options  and  the  options  tendered  for
exchange,  as well as the consequences of accepting or rejecting the new options
under this offer to exchange.

       Our statements in this Offer to Exchange concerning our 1986 Plan and our
1995 Plan and the new  options  are merely  summaries  and do not  purport to be
complete.  The statements are subject to, and are qualified in their entirety by
reference  to,  all  provisions  of our 1986 Plan,  1995 Plan,  and the forms of
option agreement under the Plans. Please contact the Stock Option  Administrator
at Actel Corporation, 955 East Arques Avenue, Building 3, Sunnyvale,  California
94086  (telephone:  (408)  522-4213),  to receive a copy of our 1986 Plan,  1995
Plan, and the forms of option  agreements  thereunder.  We will promptly furnish
you copies of these documents at our expense.

9.     Information Concerning Actel

       Our principal  executive  offices are located at 955 East Arques  Avenue,
Sunnyvale California 94086, and our telephone number (408) 739-1010.

       Actel  designs,  develops,  and markets  field  programmable  gate arrays
("FPGAs")  and  associated  design  and  development  software  and  programming
hardware.  FPGAs are used by designers of  communications,  computer,  consumer,
industrial,  space, and other electronic  systems to differentiate  products and
get them to market  faster.  Actel is the  leading  supplier  of FPGAs  based on
antifuse  technology,  and has  introduced  FPGAs based on flash  technology and
embedded  programmable gate array (EPGA) intellectual  property (IP) cores based
on static random access memory (SRAM)  technology.  Actel's  strategy is to be a
provider  of  innovative   programmable   solutions  for  application   specific
integrated  circuit  (ASIC) and  application  specific  standard  product (ASSP)
system designers and manufacturers.

       The financial  information included in our annual report on Form 10-K for
the fiscal year ended  December 31, 2000, is  incorporated  herein by reference.
See "Additional  Information"  beginning on Page 25 for  instructions on how you
can  obtain  copies of our SEC  filings,  including  filings  that  contain  our
financial statements.

10.    Interests  of  Directors  and  Officers;  Transactions  and  Arrangements
       Concerning the Options

       A list of our directors and executive  officers is attached to this Offer
to Exchange  as  Schedule A. As of May 31,  2001,  our  executive  officers  and
non-employee  directors  (13  persons)  as a group  beneficially  owned  options
outstanding  under our 1986 Plan to purchase a total of 1,346,923 of our shares,
which  represented  approximately  30.0% of the shares  subject  to all  options
outstanding under that plan as of that date. Directors and executive officers as
a group beneficially owned options outstanding under our 1995 Plan to purchase a
total of 245,523 of our shares, which represented 16.5% of the shares subject to
all options outstanding under that plan as of that date. Directors and executive
officers,  as a group  beneficially  owned options  outstanding under all of our
stock plans to purchase a total of  1,749,946 of our shares,  which  represented
approximately  27.4% of the shares subject to all options  outstanding under the
plans as of that  date.  Options to  purchase  our  shares  owned by  directors,
including  directors  who are also  executive  officers,  are not eligible to be
tendered in this offer.

       In the 60 days  prior  to and  including  May  31,  2001,  the  executive
officers and directors of Actel had the following transaction in Actel shares:

       o      On April 11, 2001, John C. East exercised stock options to acquire
              an  additional  20,440  shares of Actel common stock at a weighted
              average  purchase  price of $8.50 per share by delivering to Actel
              by  attestation  shares of Actel  common  stock that Mr.  East had
              owned more than six months.

       o      On April 27, 2001,  Mr. East sold 1,400 of Actel common stock at a
              weighted average sale price of $23.15 per share.

       o      On April 30, 2001,  Mr. East sold 3,400 of Actel common stock at a
              weighted average sale price of $23.63 per share.

       o      On May 1, 2001,  Mr.  East sold 2,400 of Actel  common  stock at a
              weighted average sale price of $23.24 per share.

       o      On May 2, 2001,  Mr.  East sold 2,400 of Actel  common  stock at a
              weighted average sale price of $23.46 per share.

       o      On May 3, 2001,  Mr.  East sold 2,400 of Actel  common  stock at a
              weighted average sale price of $22.35 per share.

       o      On May 9, 2001,  Mr. East  exercised  stock  options to acquire an
              additional  18,727  shares  of Actel  common  stock at a  weighted
              average  purchase  price of $7.89 per share by delivering to Actel
              by  attestation  shares of Actel  common  stock that Mr.  East had
              owned more than six months.

       o      On May 16,  2001,  Mr. East sold 12,000 of Actel common stock at a
              weighted average sale price of $21.28 per share.

       o      On May 18,  2001,  Esmat  Z.  Hamdy  exercised  stock  options  to
              purchase 8,750 shares of Actel common stock at a weighted  average
              purchase  price of $10.92  per share  and sold  those  shares at a
              weighted average sale price of $22.61 per share.

       o      On May 22,  2001,  Henry L.  Perret  exercised  stock  options  to
              purchase 31,892 shares of Actel common stock at a weighted average
              purchase  price of $11.98  per share  and sold  those  shares at a
              weighted average sale price of $24.22 per share.

Except as otherwise  described above, there have been no transactions in options
to purchase our shares or in our shares which were  effected  during the 60 days
prior to June 1, 2001, by Actel or, to our knowledge,  by any executive officer,
director, or affiliate of Actel.

11.    Status of Options Acquired by Us in This Offer;  Accounting  Consequences
       of This Offer

       Each  option we acquire  through  this offer  will be  cancelled  and the
shares  subject to that option will be returned to the pool of shares  available
for  grants of new  options  under the Plan  pursuant  to which the  option  was
originally  granted.  To the  extent  these  shares are not fully  reserved  for
issuance upon exercise of the new options to be granted in connection  with this
offer,  the shares will be available  for future  awards to employees  and other
eligible  plan  participants  without  further  shareholder  action,  except  as
required by  applicable  law or the rules of the Nasdaq  National  Market or any
other securities  quotation system or any stock exchange on which our shares are
then quoted or listed.

       We believe that we will not incur any  compensation  expense  solely as a
result of the transactions contemplated by this offer because:

       o      we do not intend to grant any new  options  until a  business  day
              that is at least  six  months  and one day  after the date that we
              cancel options tendered and accepted for exchange; and

       o      the exercise  price of all new options will equal the market value
              of the  shares  of  common  stock  on the  date we  grant  the new
              options.

12.    Legal Matters; Regulatory Approvals

       We are not aware of any license or  regulatory  permit that appears to be
material to our  business  that might be  adversely  affected by our exchange of
options and  issuance of new options as  contemplated  by this offer,  or of any
approval or other action by any government or governmental,  administrative,  or
regulatory authority or agency,  domestic or foreign, that would be required for
the acquisition or ownership of our options as contemplated  herein.  Should any
such approval or other action be required, we presently contemplate that we will
seek such approval or take such other action. We cannot assure you that any such
approval  or other  action,  if needed,  would be  obtained or would be obtained
without  substantial  conditions or that the failure to obtain any such approval
or other action might not result in adverse  consequences  to our business.  Our
obligation under this offer to accept tendered options for exchange and to issue
new options  for  tendered  options is subject to the  conditions  described  in
Section 6.

       We do not  intend to grant the new  options if we are  prohibited  by any
applicable  law or  regulation  from  doing  so.  We  are  unaware  of any  such
prohibition at this time and we will use reasonable efforts to effect the grant,
but if the grant is prohibited we do not intend to grant any new options and you
will not receive any other consideration for the options you tendered.

13.    Material U.S. Federal Income Tax Consequences.

       The following is a general  summary of the material U.S.  federal  income
tax  consequences  of the  exchange  of options  pursuant  to this  offer.  This
discussion  is based on the Internal  Revenue  Code,  its  legislative  history,
Treasury Regulations thereunder, and administrative and judicial interpretations
thereof  as of the date of this  offer,  all of which  are  subject  to  change,
possibly on a  retroactive  basis.  This summary does not discuss all of the tax
consequences   that  may  be  relevant  to  you  in  light  of  your  particular
circumstances,  nor is it  intended  to be  applicable  in all  respects  to all
categories of option holders.

       Option  holders who exchange  outstanding  options for new options should
not be required to recognize  income for federal income tax purposes at the time
of the  exchange.  We believe that the exchange will be treated as a non-taxable
exchange.  We advise all option holders considering  exchanging their options to
meet with their own tax advisors with respect to the federal,  state, local, and
foreign tax consequences of participating in this offer.

       a.     Incentive Stock Options

       Under current law, an option holder will not realize  taxable income upon
the grant of an  incentive  stock option  under our 1986 Plan.  In addition,  an
option holder  generally will not realize taxable income upon the exercise of an
incentive stock option.  However, an option holder's alternative minimum taxable
income will be increased by the amount that the  aggregate  fair market value of
the shares underlying the option,  which is generally  determined as of the date
of exercise, exceeds the aggregate exercise price of the option.

       If an option holder sells the option shares  acquired upon exercise of an
incentive stock option,  the tax  consequences  of the  disposition  depend upon
whether the disposition is qualifying or  disqualifying.  The disposition of the
option shares is qualifying if it is made:

       o      at least two years after the date the  incentive  stock option was
              granted, and

       o      at least one year after the date the  incentive  stock  option was
              exercised.

       If the disposition of the option shares is qualifying,  any excess of the
sale price of the option  shares over the  exercise  price of the option will be
treated as long-term  capital  gain taxable to the option  holder at the time of
the sale. Any such capital gain will be taxed at the long-term capital gain rate
in effect at the time of sale.

       If  the  disposition  is  not   qualifying,   which  we  refer  to  as  a
"disqualifying  disposition,"  the excess of the fair market value of the option
shares on the date the  option was  exercised  over the  exercise  price will be
taxable  income to the  option  holder at the time of the  disposition.  Of that
income,  the amount up to the excess of the fair  market  value of the shares at
the time the option  was  exercised  over the  exercise  price will be  ordinary
income for income tax  purposes and the  balance,  if any,  will be long-term or
short-term capital gain, depending upon whether or not the shares were sold more
than one year after the option was exercised.

       Unless an option holder engages in a disqualifying  disposition,  we will
not be entitled to a deduction with respect to an incentive stock option.  If an
option holder engages in a disqualifying  disposition,  we will be entitled to a
deduction  equal to the  amount of  compensation  income  taxable  to the option
holder.

       If you tender  incentive stock options and those options are accepted for
exchange,  the new options  will be granted as  incentive  stock  options to the
maximum extent they qualify.  For options to qualify as incentive stock options,
the value of shares  subject to options  that first  become  exercisable  in any
calendar year cannot exceed  $100,000,  as determined  using the option exercise
price. The excess value is deemed to be a non-qualified stock option. You should
note that if the new options  have a higher  exercise  price than some or all of
your current  options,  the new options may exceed the limit for incentive stock
options.

       We do not  believe  that our offer to you will change any of the terms of
your eligible  incentive  stock options if you do not accept this offer.  If you
choose not to accept this offer,  it is possible  that the IRS would decide that
your  right to  exchange  your  incentive  stock  options  under this offer is a
"modification" of your incentive stock options,  even if you do not exchange the
options.  A successful  assertion by the IRS that the options are modified could
extend the options'  holding  period to qualify for  favorable tax treatment and
cause a portion of your incentive  stock options to be treated as  non-qualified
stock options.

       b.     Non-Qualified Stock Options.

       Under current law, an option holder will not realize  taxable income upon
the grant of an option that is not qualified as an incentive stock option,  also
referred to as a  nonstatutory  stock  option.  However,  when an option  holder
exercises the option,  the  difference  between the exercise price of the option
and the fair  market  value of the  shares  subject to the option on the date of
exercise will be  compensation  income taxable to the option holder.  We will be
entitled to a deduction  equal to the amount of  compensation  income taxable to
the option holder if we comply with eligible reporting requirements.

       We  recommend  that you consult  your own tax advisor with respect to the
federal,  state,  local,  and foreign tax  consequences of participating in this
offer.

14.    Extension of Offer; Termination; Amendment

       We expressly  reserve the right, in our discretion,  at any time and from
time to time, and regardless of whether or not any event listed in Section 6 has
occurred  or is deemed by us to have  occurred,  to  extend  the  period of time
during which this offer is open and thereby delay the acceptance for exchange of
any options by giving  oral or written  notice of such  extension  to the option
holders or making a public announcement thereof.

       We also expressly reserve the right, in our reasonable judgment, prior to
the  expiration  date to  terminate  or amend  this  offer and to  postpone  our
acceptance  and  cancellation  of any options  tendered  for  exchange  upon the
occurrence  of any of the events  listed in Section 6 by giving  oral or written
notice  of  such  termination  or  postponement  to you or by  making  a  public
announcement  thereof.  Our reservation of the right to delay our acceptance and
cancellation  of options  tendered for  exchange is limited by Rule  13e-4(f)(5)
promulgated  under the Securities  Exchange Act, which requires that we must pay
the  consideration  offered  or  return  the  options  tendered  promptly  after
termination or withdrawal of a tender offer.

       Subject to compliance  with applicable law, we further reserve the right,
in our  discretion,  and regardless of whether any event listed in Section 6 has
occurred  or is  deemed  by us to have  occurred,  to  amend  this  offer in any
respect,  including,   without  limitation,  by  decreasing  or  increasing  the
consideration  offered  in this  offer to option  holders  or by  decreasing  or
increasing the number of options being sought in this offer.

       Amendments to this offer may be made at any time and from time to time by
public announcement of the amendment. In the case of an extension, the amendment
must be issued no later  than 6:00  a.m.,  Pacific  Daylight  Time,  on the next
business day after the last previously  scheduled or announced  expiration date.
Any public announcement made through this offer will be disseminated promptly to
option holders in a manner reasonably designated to inform option holders of the
change.  Without  limiting  the  manner in which we may  choose to make a public
announcement,  except as required by  applicable  law, we have no  obligation to
publish,  advertise, or otherwise communicate any such public announcement other
than by making a press release to the Dow Jones News Service.

       If we  materially  change  the  terms of this  offer  or the  information
concerning  this offer,  or if we waive a material  condition of this offer,  we
will  extend  this  offer  to the  extent  required  by  Rules  13e-4(d)(2)  and
13e-4(e)(3)  under the  Securities  Exchange  Act.  These rules require that the
minimum period during which an offer must remain open following material changes
in the terms of this offer or information  concerning  this offer,  other than a
change in price or a change in percentage of securities  sought,  will depend on
the facts and circumstances, including the relative materiality of such terms or
information.

       If we decide to take any of the following actions, we will publish notice
or otherwise inform you in writing of these actions:

       o      we increase or decrease  the amount of  consideration  offered for
              the options;

       o      we decrease the number of options  eligible to be tendered in this
              offer; or

       o      we increase the number of options  eligible to be tendered in this
              offer by an amount  that  exceeds 2% of the shares  issuable  upon
              exercise of the options that are subject to this offer immediately
              prior to the increase.

       If this offer is  scheduled  to expire at any time earlier than the tenth
business  day from,  and  including,  the date that  notice of such  increase or
decrease is first  published,  sent,  or given in the manner  specified  in this
Section  14, we will  extend  this offer so that this offer is open at least ten
business days following the publication, sending, or giving of notice.

       For purposes of this offer,  a "business  day" means any day other than a
Saturday,  Sunday, or federal holiday and consists of the time period from 12:01
a.m. through 12:00 midnight, Eastern Time.

15.    Fees and Expenses

       We will not pay any fees or commissions to any broker,  dealer,  or other
person for soliciting tenders of options pursuant to this Offer to Exchange.

16.    Additional Information

       This Offer to Exchange is part of a Tender Offer Statement on Schedule TO
that we have filed with the SEC.  This Offer to Exchange does not contain all of
the  information  contained  in the Schedule TO and the exhibits to the Schedule
TO. We recommend  that you review the Schedule TO,  including its exhibits,  and
the following materials that we have filed with the SEC before making a decision
on whether to tender your options:

       o      our Annual Report on Form 10-K for our fiscal year ended  December
              31, 2000, filed with the SEC on April 2, 2001;

       o      our  Quarterly  Report on Form 10-Q for the fiscal  quarter  ended
              March 31, 2001, filed with the SEC on May 11, 2001; and

       o      the description of our common stock set forth in our  Registration
              Statement on Form S-1, Registration Number 33-64704, filed on June
              21, 1993, as amended by Amendment Number 1 filed on July 12, 1993,
              Amendment  Number 2 filed on July 27, 1993, and Amendment Number 3
              filed  on  August  2,  1993  (which   Registration   Statement  is
              incorporated  by reference in our  Registration  Statement on Form
              8-A filed on June 18, 1993,  as amended by Amendment No. 1 to Form
              8-A filed on July 28, 1993,  and Amendment No. 2 to form 8-A filed
              on October 24,  1995,  pursuant to Section  12(b) of the  Exchange
              Act).

These  filings,  our other annual,  quarterly,  and current  reports,  our proxy
statements  and our  other  SEC  filings  may be  examined,  and  copies  may be
obtained, at the following SEC public reference rooms:

450 Fifth Street, N.W.       7 World Trade Center        500 West Madison Street
       Room 1024                  Suite 1300                   Suite 1400
Washington, D.C. 20549     New York, New York 10048      Chicago, Illinois 60661

You may obtain  information  on the operation of the public  reference  rooms by
calling the SEC at  1-800-SEC-0330.  Our SEC filings are also  available  to the
public on the SEC's Internet site at http://www.sec.gov.

       Our common stock is quoted on the Nasdaq National Market under the symbol
"ACTL" and our SEC filings can be read at the following Nasdaq address:

                                Nasdaq Operations
                               1735 K Street, N.W.
                             Washington, D.C. 20006

       Each  person to whom a copy of this Offer to Exchange  is  delivered  may
obtain a copy of any or all of the  documents  to which  we have  referred  you,
other than exhibits to such  documents  (unless such  exhibits are  specifically
incorporated by reference into such  documents),  at no cost by writing to us at
Actel Corporation,  Attn: Investor  Relations,  955 East Arques Avenue (Building
3), Sunnyvale, California 94086, or telephoning us at (408) 522-2341.

       The information contained in this Offer to Exchange about Actel should be
read together with the  information  contained in the documents to which we have
referred  you.  As  you  read  the  foregoing  documents,   you  may  find  some
inconsistencies  in  information  from  one  document  to  another.  If you find
inconsistencies  between the documents,  or between a document and this Offer to
Exchange, you should rely on the statements made in the most recent document.

17.    Miscellaneous

       This Offer to  Exchange  and our SEC reports  referred  to above  include
forward-looking  statements,   which  are  made  pursuant  to  the  safe  harbor
provisions of the Public Securities Litigation Reform Act of 1995. Words such as
"anticipates,"   "believes,"   "estimates,"   "expects,"   "intends,"   "plans,"
"projects,"  "seeks," and variations of such words and similar  expressions  are
intended  to  identify  the  forward-looking   statements.  The  forward-looking
statements include projections and trends relating to acquisitions; amortization
of goodwill and other  acquisition-related  expenses;  average  selling  prices;
competition and competitive  factors;  customer  service and technical  support;
distributors;  dividends and  retention of earnings;  embedded  logic  strategy;
employee  relations  and  hiring;   expansion  and  growth;   export  licensing;
facilities;  financial  condition  and  liquidity;  gross  margin;  hardware and
software availability and features; intellectual property protection and claims;
issuance and  repurchase of securities  and dilution;  litigation  and disputes;
markets,  including the e-appliance,  embedded logic, and space markets; process
development;   product  availability  and  delivery;  research  and  development
expenditures;  revenues,  including  international sales; selling,  general, and
administrative expenditures; useful life estimates; and wafer yields.

         Each forward-looking statement is based on expectations and projections
about the semiconductor industry and programmable logic market, and assumptions
made by us that reflect our best judgment based on other factors known by us, at
the time the forward-looking statement is made, but none of the forward-looking
statements are guarantees of future performance. Thus, actual events and results
may differ materially from those expressed or forecast in the forward-looking
statements due to the risk factors identified in our Annual Report on Form 10-K
filed on April 2, 2001, or for other reasons. These risks include, but are not
limited to:

       o      "blank check" preferred stock;

       o      change in control arrangements;

       o      competition;

       o      customer concentration;

       o      dependence on communications customers;

       o      dependence on customized manufacturing processes;

       o      dependence on design wins;

       o      dependence on independent assembly subcontractors;

       o      dependence on independent software and hardware developers;

       o      dependence on independent wafer manufacturers;

       o      dependence on international operations;

       o      dependence on key personnel;

       o      dependence on military and aerospace customers;

       o      dividend policy;

       o      fluctuations in operating results,  including booking and shipment
              uncertainties, supply problems, and price erosion;

       o      force majeure;

       o      future capital needs;

       o      gross margin;

       o      management of growth;

       o      manufacturing yields;

       o      one-time programmability and in-system reprogrammability;

       o      patent infringement;

       o      potential acquisitions;

       o      protection of intellectual property;

       o      reliance on distributors;

       o      reliance on international sales;

       o      semiconductor industry risks;

       o      technological  change and  dependence on new product  development;
              and

       o      volatility of stock

Actel undertakes no obligation to update any forward-looking statement contained
or incorporated by reference in any document we file with the SEC.

       We are not aware of any  jurisdiction  where the  making of this offer is
not in compliance with  applicable  law. If we become aware of any  jurisdiction
where the making of this offer is not in  compliance  with any valid  applicable
law, we will make a good faith  effort to comply with such law.  If,  after such
good faith  effort,  we cannot comply with such law, this offer will not be made
to, nor will  tenders  be  accepted  from or on behalf  of,  the option  holders
residing in such jurisdiction.

       We have not  authorized  any  person  to make any  recommendation  on our
behalf as to whether you should  tender or not tender your options  through this
offer.  You should rely only on the information in this document or documents to
which we have  referred  you.  We have  not  authorized  anyone  to give you any
information or to make any  representations  in connection with this offer other
than  the  information  and  representations  contained  in this  document,  the
Memorandum from Barbara  McArthur dated June 1, 2001, the Election Form, and the
Notice  to  Change  Election  from  Accept  to  Reject.   If  anyone  makes  any
recommendation or  representation to you or gives you any information,  you must
not rely upon that recommendation,  representation or information as having been
authorized by us.

                                                             Actel Corporation
                                                             June 1, 2001


<PAGE>

A-1

                                   SCHEDULE A

                      INFORMATION CONCERNING THE DIRECTORS
                   AND EXECUTIVE OFFICERS OF ACTEL CORPORATION

       The  directors  and  executive  officers of Actel  Corporation  and their
positions and offices as of May 31, 2001, are set forth in the following table:

                Name                                Position
------------------------------------  ------------------------------------------
John C. East........................  President and Chief Executive Officer and
                                      Director
Henry L. Perret.....................  Vice President of Finance & Administration
                                      and Chief Financial Officer
Esmat Z. Hamdy......................  Senior Vice President of Technology &
                                      Operations
Anthony Farinaro....................  Vice President & General Manager of Design
                                      Services
James R. Fiebiger...................  Director
Jos C. Henkens......................  Director
Paul V. Indaco......................  Vice President of Worldwide Sales
Jacob S. Jacobsson..................  Director
Dennis G. Kish......................  Vice President of Marketing
Fares N. Mubarak....................  Vice President of Engineering
Frederic N. Schwettmann.............  Director
Robert G. Spencer...................  Director
David L. Van De Hey.................  Vice President & General Counsel and
                                      Secretary

The address of each  director and executive  officer is: c/o Actel  Corporation,
955 East Arques Avenue, Sunnyvale, California 94086.



<PAGE>
================================================================================













            Offer to Exchange all Outstanding Options for New Options
                            (the "Offer to Exchange")







                                  June 1, 2001




























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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>election.txt
<DESCRIPTION>EXHIBIT (A)(2) ELECTION FORM
<TEXT>

                                ACTEL CORPORATION

                            OFFER TO EXCHANGE OPTIONS
                                  ELECTION FORM

       I have  received,  read,  and  understand  the  Offer  to  Exchange,  the
Memorandum  from Barbara  McArthur,  each dated June 1, 2001, the Election Form,
and the Notice to Change Election From Accept to Reject  (together,  as they may
be amended from time to time,  constituting  the  "Offer")  offering to eligible
employees the opportunity to exchange  outstanding stock options ("Old Options")
for options  exercisable at the fair market value on the date of grant (expected
to be December 31, 2001) issued under either Actel  Corporation's 1986 Incentive
Stock Option Plan or 1995 Employee and Consultant Stock Plan. This Offer expires
at 9:00 P.M. Pacific Daylight Time on June 29, 2001.

       I understand that if I elect to cancel my Old Options in exchange for the
promise  to issue a new option  (the "New  Option"),  the number of shares  will
remain the same and the  original  vesting  schedule for the Old Options will be
applied to the New Option. I understand that for each option I cancel, I lose my
right to all outstanding  unexercised  shares under that option. I have read the
Offer  and  understand  the  possible  loss of my  cancelled  stock  options  if
employment is terminated for whatever  reason before the New Options are granted
(expected to be December 31,  2001).  I UNDERSTAND  THAT THERE IS A  POSSIBILITY
THAT THE  EXERCISE  PRICE OF THE NEW OPTIONS  COULD BE HIGHER THAN THE  EXERCISE
PRICE OF THE OLD OPTIONS  RESULTING  IN A LOSS OF SOME STOCK OPTION  BENEFIT.  I
ALSO  UNDERSTAND  THAT IF I ELECT TO CANCEL ANY OPTIONS,  ALL OPTIONS GRANTED IN
THE SIX MONTHS PRIOR TO CANCELLATION  (i.e.,  AFTER DECEMBER 29, 2000) WILL ALSO
BE CANCELLED AND REPLACED WITH NEW OPTIONS. I AGREE TO ALL TERMS OF THE OFFER.

       Subject to the above  understandings,  I would like to participate in the
Offer as indicated below. I HAVE READ AND FOLLOWED THE INSTRUCTIONS  ATTACHED TO
THIS FORM.

       Please  check  the box and note the grant  date and grant  number of each
stock  option  grant with  respect to which you agree to have such grant and all
stock option grants after December 29, 2000,  cancelled and replaced pursuant to
the terms of this Election Form.

       You may change the terms of your election to tender  options for exchange
by submitting a new Election Form or a Notice to Change  Election From Accept to
Reject prior to the cutoff of 9:00 P.M. Pacific Daylight Time, June 29, 2001.

________ Yes, I wish to tender for exchange each of the options specified below,
as well as all options granted after December 29, 2000:



<TABLE>
<CAPTION>
                                                                                                Total Number of
                                                                                          Unexercised Shares Subject
                                                                                           to The Option (Shares to
                                                                                          Unexercised Shares Subject
                                                                                           to The Option (Shares to
         Grant Number                   Grant Date                 Exercise Price                Be Cancelled)
<S>                             <C>                          <C>                          <C>
------------------------------- ---------------------------- ---------------------------- ----------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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



I understand that all of these options will be irrevocably cancelled on June 30,
2001 (the "Cancellation Date").




-------------------------------------  -----------------------------------------
    Employee Name (Please Print)                 Employee Signature
-------------------------------------  -----------------------------------------
Employee ID (Social Security) Number                Date and Time
-------------------------------------  -----------------------------------------
         E-mail Address                            Telephone Number



                RETURN TO VICKY HUANG NO LATER THAN 9:00 P.M. PDT
      ON JUNE 29, 2001, VIA FACSIMILE AT (408) 739-0706 OR BY HAND DELIVERY

                  VICKY HUANG OR JEAN INMAN WILL SEND AN E-MAIL
                CONFIRMATION WITHIN TWO BUSINESS DAYS OF RECEIPT


<PAGE>


                                  INSTRUCTIONS

              FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.     Delivery of Election Form.

       A properly  completed  and executed  original of this Election Form (or a
facsimile of it) and any other documents  required by this Election Form must be
received by Vicky Huang  either by hand  delivery or by  facsimile at the number
listed on the front cover of this  Election  Form (fax # (408)  739-0706)  on or
before 9:00 P.M. Pacific Daylight Time on June 29, 2001 (the "Expiration Date").

       The method by which you deliver any required  documents is at your option
and risk,  and the delivery will be deemed made only when  actually  received by
Actel. You may hand deliver your Election Form to Vicky Huang at Actel (Building
3) or you may fax it to her at the  number  listed  on the  front  cover of this
Election Form (fax # (408) 739-0706).  In all cases, you should allow sufficient
time to ensure timely delivery.

       Tenders of options  made  through the Offer may be  withdrawn at any time
before the Expiration  Date. If the Offer is extended by Actel beyond that time,
you may withdraw your tendered options at any time until the extended expiration
of the Offer.  In  addition,  although  Actel  currently  intends to accept your
validly  tendered  options  promptly after the  expiration of the Offer,  unless
Actel accepts your tendered options before 9:00 p.m.,  Pacific Daylight Time, on
July 27, 2001, you may withdraw your tendered options at any time after July 27,
2001. To withdraw tendered  options,  you must deliver a signed and dated Notice
to Change Election From Accept to Reject, or a facsimile of the Notice to Change
Election From Accept to Reject, with the required information to Actel while you
still have the right to withdraw the tendered  options.  Withdrawals  may not be
rescinded  and any Eligible  Options  withdrawn  will  thereafter  be deemed not
properly  tendered for purposes of the Offer  unless the  withdrawn  options are
properly  re-tendered  before the Expiration  Date by delivery of a new Election
Form following the procedures described in these Instructions.

       Tenders  of  options  made  through  the offer may be changed at any time
before the Expiration  Date. If the Offer is extended by Actel beyond that time,
you may change your election regarding  particular  tendered options at any time
until the extended  expiration of the Offer.  To change your election  regarding
particular  tendered  options while  continuing to elect to  participate  in the
Offer,  you must deliver a signed and dated new Election Form, with the required
information,  following the procedures described in these Instructions. Upon the
receipt of such a new,  properly  signed and dated Election Form, any previously
submitted  Election Form will be disregarded and will be considered  replaced in
full by the new Election Form.

       Actel  will  not  accept  any  alternative,  conditional,  or  contingent
tenders.  All  tendering  option  holders,  by signing this  Election Form (or a
facsimile  of it),  waive any right to receive any notice of the  acceptance  of
their tender, except as provided for in the Offer to Exchange.

2.     Inadequate Space.

       If  the  space  provided  in  this  Election  Form  is  inadequate,   the
information  requested by the table on this Election Form  regarding the options
to be  tendered  should be  provided  on a separate  schedule  attached  to this
Election Form. Print your name on this schedule and sign it. The schedule should
be delivered with the Election Form, and will thereby be considered part of this
Election Form.

3.     Tenders.

       If you intend to tender options through the Offer,  you must complete the
table on this  Election Form by providing  the  following  information  for each
option that you intend to tender:

       o      grant number,

       o      grant date,

       o      exercise price, and

       o      the total  number of  unexercised  option  shares  subject  to the
              option.

       Actel will not accept partial  tenders of options.  Accordingly,  you may
tender all or none of the  unexercised  shares subject to the options you decide
to tender. Also, if you intend to tender any of the options that were granted to
you, then you must tender all of your Eligible  Options that were granted to you
during the six-month period prior to the Cancellation Date.

4.     Signatures on This Election Form.

       If this  Election  Form is signed by the holder of the Eligible  Options,
the signature must correspond with the name as written on the face of the option
agreement or  agreements  to which the options are subject  without  alteration,
enlargement. or any change whatsoever.

       If this  Election Form is signed by a trustee,  executor,  administrator,
guardian, attorney-in-fact,  officer of a corporation, or other person acting in
a fiduciary or  representative  capacity,  that person  should so indicate  when
signing  and proper  evidence  satisfactory  to Actel of the  authority  of that
person so to act must be submitted with this Election Form.

5.     Other Information on This Election Form.

       In addition to signing this Election  Form,  you must print your name and
indicate the date and time at which you signed.  You must also include a current
e-mail  address and telephone  number and your employee  identification  number,
which is usually your social security number.

6.     Requests for Assistance or Additional Copies.

       Any  questions  or  requests  for  assistance,  as well as  requests  for
additional  copies  of the  Offer to  Exchange  or this  Election  Form,  may be
directed to the Actel Stock Option Administrator at Actel Corporation,  955 East
Arques Avenue,  Sunnyvale,  California 94086. Jean Inman will be the Actel Stock
Option  Administrator  until June 15,  2001,  and Vicky  Huang will be the Actel
Stock Option Administrator after June 15, 2001. Jean Inman's telephone number is
(408) 522-4213.  Vicky Huang's  telephone  number is (408)  522-4424.  Their fax
number is (408) 739-0706. Copies will be furnished promptly at Actel's expense.

7.     Irregularities.

       All questions as to the number of option shares  subject to options to be
accepted for exchange,  and the validity,  form,  eligibility (including time of
receipt),  and  acceptance  for  exchange  of any  tender  of  options  will  be
determined by Actel in its discretion. Actel's determinations shall be final and
binding on all parties. Actel reserves the right to reject any or all tenders of
options  Actel  determines  not to be in proper form or the  acceptance of which
may, in the opinion of Actel's  counsel,  be unlawful.  Actel also  reserves the
right to waive any of the conditions of the Offer and any defect or irregularity
in the tender of any particular options, and Actel's interpretation of the terms
of the Offer  (including  these  instructions)  will be final and binding on all
parties.  No tender of  options  will be deemed to be  properly  made  until all
defects and irregularities have been cured or waived. Unless waived, any defects
or  irregularities  in connection with tenders must be cured within such time as
Actel  shall  determine.  Neither  Actel  nor  any  other  person  is or will be
obligated  to give notice of any defects or  irregularities  in tenders,  and no
person will incur any liability for failure to give any such notice.

       Important:  The Election  Form (or a facsimile  copy of it) together with
all  other  required  documents  must be  received  by  Actel on or  before  the
Expiration Date.

8.     Additional Documents to Read.

       You  should  be  sure  to read  the  Offer  to  Exchange,  all  documents
referenced therein,  and the Memorandum from Barbara McArthur dated June 1, 2001
before deciding to participate in the Offer.

9.     Important Tax Information.

       You should refer to Section 13 of the Offer to Exchange,  which  contains
important U.S. federal income tax information.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>4
<FILENAME>memorandum.txt
<DESCRIPTION>EXHIBIT (A)(3) MEMORANDUM TO EMPLOYEES
<TEXT>

[GRAPHIC OMITTED]
-------------------------------------------------------------------------------


                                                             Actel Corporation
                  M E M O R A N D U M                   955 East Arques Avenue
                                                     Sunnyvale, CA  94086-4533
--------------------------------------------------------------------------------

TO:      All U.S. Actel Employees

FROM:    Barbara McArthur, Vice President of Human Resources

DATE:    June 1, 2001

SUBJECT: OFFER TO EXCHANGE OPTIONS

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

       IMPORTANT  NEWS -- Please read  immediately.  Any action must be taken by
JUNE 29, 2001!

       The Board of Directors has adopted  resolutions  offering to all eligible
employees who hold stock options the  opportunity to exchange their  outstanding
stock options for new stock options  exercisable at the fair market value of our
stock on the date of grant.  We anticipate  that the new options will be granted
on  December  31,  2001.  We are making the offer upon the terms and  conditions
described in the Offer to Exchange, this Memorandum,  the Election Form, and the
Notice to Change  Election  From Accept to Reject.  Please read these  documents
carefully before you make any decisions  regarding the offer. This offer expires
at 9:00 P.M., Pacific Daylight Time, on June 29, 2001.

       If you elect to participate in this exchange,  your existing  unexercised
stock option (the "Old  Option")  will be cancelled and a promise to issue a new
option (the "New  Option")  will be issued.  The New Option will be for the same
number of shares as your Old Option,  less any exercised shares.  The New Option
will be granted under the terms of our 1986 Incentive Stock Option Plan or under
our 1995  Employee and  Consultant  Stock Plan,  as  determined  by our Board of
Directors.  This offer may be  accepted  or rejected as to each grant or none of
your grants. There must be strict adherence to the following rules:

                                A. THE NEW OPTION

1.     All grants  cancelled  pursuant to this  program are eligible for the New
       Option.

2.     The New Option will be priced on the day we grant the option, expected to
       be December 31, 2001, at the fair market  value,  which is defined as the
       closing  price on Nasdaq on the day of grant.  This  price may be higher,
       lower,  or the same as the exercise price on your option to be cancelled.
       THERE IS A POSSIBILITY  THAT THE EXERCISE  PRICE OF THE NEW OPTIONS COULD
       BE HIGHER THAN THE EXERCISE PRICE OF THE OLD OPTIONS, RESULTING IN A LOSS
       OF SOME STOCK OPTION BENEFIT.

3.     The New Option will vest in accordance  with the vesting  schedule of the
       Old Option.

4.     If your employment  with Actel  terminates  voluntarily OR  involuntarily
       prior to the grant of the New Option, you will not receive a New Option.

5.     All  other  rules of the 1986  Incentive  Stock  Option  Plan or the 1995
       Employee and Consultant Stock Plan, as applicable, will be applicable.

                B. ELIGIBLE GRANTS AND OPTION CANCELLATION RULES

1.     All  option  grants are  eligible  for  consideration  for the New Option
       assuming your election is received by 9:00 P.M.,  Pacific  Daylight Time,
       on  June  29,  2001,  or,  if we  have  extended  the  offer,  by the new
       expiration of the offer.

2.     The entire remaining  unexercised portion of the Old Option grant must be
       cancelled in its entirety.

3.     If a decision  is made to cancel a grant,  all grants  issued  within six
       months of the cancellation  (i.e.,  after December 29, 2000) must also be
       cancelled.  All cancelled grants will be replaced with a promise to issue
       a New Option (a "Promise to Grant Stock  Option(s)").  We expect to grant
       the New Option on December 31, 2001.

4.     Individuals  cancelling  a grant  pursuant  to this  program  will not be
       eligible for  additional  grants until after the New Options are granted.
       In lieu  thereof,  Actel may issue an  additional  Promise To Grant Stock
       Option(s).

5.     Once your Old  Options  are  cancelled,  you will not be able to exercise
       your Old Options even if you  terminate  employment  and do not receive a
       New Option.

6.     All New Options will be the same type of options as your Old Options,  to
       the extent allowed by law.

7.     All rights to cancelled grants will be irrevocably forfeited.

       THIS  OFFER  IS  NOT A  GUARANTY  OF  EMPLOYMENT  FOR  ANY  PERIOD.  YOUR
EMPLOYMENT WITH ACTEL REMAINS "AT WILL"  EMPLOYMENT AND MAY BE TERMINATED AT ANY
TIME BY EITHER YOU OR ACTEL, WITH OR WITHOUT CAUSE OR NOTICE.

       All eligible Option Holders must complete an Actel  Corporation  Offer to
Exchange  Options  Election Form  ("Election  Form") and hand deliver or fax (to
(408) 739-0706) a signed copy to the Actel Stock Option  Administrator  no later
than 9:00 P.M.,  Pacific  Daylight  Time, on June 29, 2001.  You are required to
make your  election to "accept" the exchange  agreement  and identify the option
grant(s) being cancelled if you wish to participate.

       The Actel  Stock  Option  Administrator  will  e-mail a  confirmation  of
receipt within two business days of receiving your Election Form.

       IF YOUR ELECTION IS RECEIVED AFTER 9:00 P.M.,  PACIFIC  DAYLIGHT TIME, ON
JUNE 29,  2001,  IT WILL NOT BE  ACCEPTED  AND YOU  WILL BE  CONSIDERED  TO HAVE
DECLINED TO ACCEPT THE EXCHANGE OFFER.



                           FREQUENTLY ASKED QUESTIONS

       The  following  are  answers to some of the  questions  that you may have
about this  offer.  We urge you to read  carefully  the Offer to  Exchange,  the
Election Form,  and the Notice to Change  Election from Accept to Reject because
the information in this Memorandum,  including these Frequently Asked Questions,
is not complete and additional  important  information is contained in the Offer
to Exchange,  the Election Form and the Notice to Change Election from Accept to
Reject.

                     A. GENERAL QUESTIONS ABOUT THE PROGRAM

1.     What securities are we offering to exchange?

       We are offering to exchange all outstanding  and unexercised  Actel stock
options held by eligible employees for new options under an Actel option plan.

2.     Why are we making the offer to exchange?

       We implemented  the offer to exchange  because a  considerable  number of
employees  have stock  options,  whether or not they are currently  exercisable,
that are priced  significantly above our current and recent trading prices. This
exchange  program is voluntary  and will permit  employees to choose  whether to
keep their current stock  options at their current  exercise  price or to cancel
those  options in exchange  for new  options  for the same number of shares.  We
expect to grant the new options on the first trading day at least six months and
one day after the date we cancel the tendered  options  (December 31, 2001).  By
making this offer to exchange outstanding options for new options that will have
an  exercise  price equal to the market  value of our common  stock on the grant
date, each eligible employee will have the opportunity to address any concern he
or she may have about holding underwater  options,  which we believe will create
better  performance  incentives  for employees who have that concern and thereby
maximize  stockholder  value.   However,   considering  the  ever-present  risks
associated  with a  volatile  and  unpredictable  stock  market,  this  does not
necessarily  mean that the new options will have exercise  prices that are lower
than the  cancelled  options.  All that we can guarantee is that the new options
will have an exercise price equal to the market value of our common stock on the
date of grant.

3.     Who is eligible?

       With the  exception  of any  member of  Actel's  Board of  Directors  and
employees who are not residents of the United  States,  any current  employee of
Actel with a stock option at any price is  eligible.  You must be an employee as
of June 1, 2001, the date this offer commences, and remain an employee as of the
date the options are cancelled in order to participate  in this offer.  In order
to receive a new  grant,  you must  remain an  eligible  employee  as of the new
option grant date. Participation in the exchange offer is strictly voluntary.

4.     Are employees outside the United States eligible to participate?

       No.

5.     How does the exchange work?

       The offer to  exchange  will  require an  employee  to make a  voluntary,
irrevocable  election to cancel  outstanding stock options by 9:00 P.M., Pacific
Daylight  Time,  on June 29, 2001  (unless we extend the offer) in exchange  for
Actel's  promise to grant one new option for each  option  cancelled  on the new
option grant date,  which we expect to be on December  31,  2001,  and priced at
Actel's  closing  market  price on that date.  Each new option  will  retain the
vesting  schedule of the cancelled option for which it was exchanged and will be
subject to the terms and conditions of the stock plan under which it is granted,
which may be either the 1986  Incentive  Stock Option Plan or the 1995  Employee
and  Consultant  Stock Plan. To  participate,  employees must cancel any and all
Actel options  granted after  December 29, 2000, and on or before June 29, 2001;
but may  choose to cancel  some,  all,  or none of their  options  granted on or
before December 29, 2000.

6.     What do I need to do to participate in the offer to exchange?

       To  participate,  you must complete the Election Form,  sign and date it,
and ensure that the Actel Stock Option  Administrator  receives it no later than
9:00 P.M.  Pacific Time on June 29, 2001. You can return your form either by fax
at  (408)  739-0706  or you  may  hand  deliver  it to the  Actel  Stock  Option
Administrator  at  Actel  Corporation,  955 East  Arques  Avenue  (Building  3),
Sunnyvale, California 94086.

7.     Who is the Actel Stock Option Administrator?

       Jean Inman in Actel Finance will be the Actel Stock Option  Administrator
until June 15, 2001. Vicky Huang in Actel Finance will be the Actel Stock Option
Administrator  after June 15,  2001.  Jean can be reached at (408)  522-4213 and
Vicky can be reached at (408) 522-4424.

8.     Is this a repricing?

       This is not a stock option  repricing in the traditional  sense.  Under a
traditional  stock option  repricing,  an  employee's  current  options would be
immediately  repriced and Actel would have a variable  accounting charge against
earnings.

9.     Why can't  Actel just  reprice my  options,  as I have seen done at other
       companies?

       In 1998, the Financial  Accounting  Standards  Board adopted  unfavorable
accounting charge consequences for companies that reprice options. If we were to
simply reprice options,  Actel's potential for profitability in the future would
be seriously impaired, as we would be required to take a charge against earnings
on any future appreciation of the repriced options.

10.    Why can't I just be granted additional options?

       Because of the large number of underwater  options currently  outstanding
at Actel, a total grant of additional  options would have severe negative impact
on Actel's dilution,  outstanding  shares,  and earnings per share. In addition,
Actel  shareholders  have approved a limited pool of options per fiscal year and
our current  reserves must be conserved for new hire,  evergreen,  and promotion
grants.

11.    Wouldn't it be easier to just quit Actel and then get rehired?

       This is not an alternative  for us because this would be treated the same
as a repricing if the rehire and resulting re-grant are within six months of the
option  cancellation  date. Again, such a repricing would cause Actel to incur a
variable accounting charge against earnings.  In addition,  by leaving Actel and
being rehired later,  an employee would not receive credit for prior service for
vesting purposes.

12.    If I participate, what will happen to my current options?

       Options  designated to be exchanged  under this program will be cancelled
on June  30,  2001,  and  will no  longer  be seen in your  options  summary  at
optionslink.com.

13.    What is the deadline to elect to exchange and how do I elect to exchange?

       The  deadline  to  participate  in this  program  is 9:00  P.M.,  Pacific
Daylight Time, on June 29, 2001, unless we extend the offer. This means that the
Actel Stock Option  Administrator  must have your form in hand before that time.
We have no  plans  to  extend  the  offer,  but if it is  extended,  you will be
notified. We reserve the right to reject any or all options elected for exchange
that we determine are not in appropriate  form or that we determine are unlawful
to accept.  Otherwise,  we will accept  properly and timely elected options that
are not validly withdrawn, subject to our rights to extend, terminate, and amend
the offer.

14.    What will happen if I do not turn in my form by the deadline?

       If you do not turn in your Election  Form by the deadline,  then you will
not participate in the option  exchange and all stock options  currently held by
you will remain  intact at their  original  price and subject to their  original
terms.

15.    During what period of time may I withdraw previously elected options?

       You may  withdraw  the options you have  elected for exchange at any time
before 9:00 P.M.,  Pacific  Daylight Time, on June 29, 2001. To withdraw options
elected for exchange, you must submit a Notice to Change Election from Accept to
Reject to the Actel Stock Option  Administrator  by 9:00 P.M.,  Pacific Daylight
Time,  on June 29,  2001.  Once you have  withdrawn  your  election  to exchange
options,  you may  re-elect  to exchange  options  only by again  following  the
delivery  procedures  described in the  Instructions to the Election Form. If we
extend this offer,  you may withdraw your  previously  elected options until the
new expiration of the offer.

16.    May I change my mind about which options I want to tender for exchange?

       Yes, you may change your  election at any time before the offer  expires.
In order to change your  election,  you must properly fill out, sign, and date a
new Election Form and deliver it to the Actel Stock Option Administrator by hand
or by fax to (408)  739-0706 by 9:00 P.M.,  Pacific  Daylight  Time, on June 29,
2001. Once you have done this, your previous  Election Form will be disregarded.
If we extend this offer,  you may change your election  until the new expiration
of the offer.

17.    Am I eligible to receive future grants if I participate in this exchange?

       Because of the accounting  limitations,  participants in this program are
ineligible  to receive any  additional  stock option  grants until after the new
option grant date.  However,  if you would otherwise have been granted an option
during the period between the  cancellation  date and the new option grant date,
it is Actel's  intention to grant an option to you on the option  exchange  date
with the same terms and conditions, other than exercise price, as the option you
would have received if you had not  participated in the exchange  program.  More
specifically, participants will not be penalized in terms of vesting.

18.    Will I have to pay taxes as a  consequence  of my  participation  in this
       exchange?

       Neither  the   cancellation  of  your  options  nor  your  receipt  of  a
replacement option should give rise to a taxable event for you, but we recommend
that you  consult  with your own tax advisor to  determine  if there are any tax
consequences  to tendering  options for exchange  that will apply to you. If you
exchange your current  options for new options,  you will not be required  under
current U.S. law to recognize income for federal income tax purposes at the time
of the  exchange.  We believe that the exchange will be treated as a non-taxable
exchange in the United States. Further, at the date of grant of the new options,
you will not be required under current U.S. law to recognize  income for federal
income tax purposes. The grant of options is not recognized as taxable income in
the  United  States.  All  employees  are  strongly  urged to read the  Offer to
Exchange for an additional discussion of the potential tax consequences.

19.    How should I decide whether or not to participate?

       We understand that this will be a challenging decision for all employees.
The program does carry  considerable  risk,  and there are no  guarantees of our
future stock  performance.  Therefore,  the decision to participate must be each
individual employee's personal decision.

20.    What does Actel's management and Board of Directors think of the offer?

       Although the Board of  Directors  has  approved  this offer,  neither the
Board of Directors nor the  management of Actel makes any  recommendation  as to
whether you should elect to exchange or refrain from  exchanging  your  options.
Members of the Board of Directors are not eligible to participate in the offer.

21.    What if I leave Actel  between the date my options are  cancelled and the
       date the new options are granted?

       You will have  forfeited  the options  tendered and accepted for exchange
and you will receive no new options. Once the offer to exchange expires (at 9:00
P.M.,  Pacific  Daylight Time, on June 29, 2001,  unless the offer is extended),
your election to tender your options is not revocable.  Therefore,  if you leave
Actel or one of its subsidiaries -- voluntarily, involuntarily, or for any other
reason -- before  your new option is  granted,  you will not have a right to any
stock options that were previously  cancelled,  and you will not have a right to
the new  option  that  would  have been  issued on the new  option  grant  date.
THEREFORE,  IF YOU DO NOT REMAIN AN EMPLOYEE ON THE NEW OPTION  GRANT DATE,  YOU
WILL NOT RECEIVE ANY NEW OPTIONS IN  EXCHANGE  FOR YOUR  OPTIONS  THAT HAVE BEEN
ACCEPTED FOR EXCHANGE. YOU ALSO WILL NOT RECEIVE ANY OTHER CONSIDERATION FOR THE
EXCHANGED  OPTIONS IF YOU DO NOT REMAIN AN  ELIGIBLE  EMPLOYEE ON THE NEW OPTION
GRANT DATE (EXPECTED TO BE DECEMBER 31, 2001).

                B. SPECIFIC QUESTIONS ABOUT THE CANCELLED OPTIONS

22.    Which options can be cancelled?

       If you are eligible and elect to participate  in this offer,  you may opt
to cancel one or more  options  granted  under any of our option  plans.  If you
elect to cancel one or more  options,  you are  required  to cancel all  options
granted to you after December 29, 2000.

23.    Can I choose which options I wish to cancel if I have multiple options?

       You may  choose to cancel  one or more  options.  It is up to you to pick
which options,  if any, you would like to tender for exchange.  However,  if you
wish to  participate  in this  program,  you are  required to cancel all options
granted to you after December 29, 2000.

24.    Can I cancel  the  remaining  portion  of an option  that I have  already
       partially exercised?

       Yes, any remaining  outstanding,  unexercised portion of an option can be
cancelled.  The  new  option  will  be  on a  one-for-one  basis,  but  only  in
replacement of the portion of the option cancelled.

25.    Can I select which portion of an option to cancel?

       No, we cannot  partially  cancel an  outstanding  option.  The  remaining
unexercised  portion  of an  option  must  either  be  exchanged  in full or not
exchanged.

26.    If I choose to  participate,  what will happen to my options that will be
       cancelled?

       If you elect to participate in this program, on June 30, 2001, or as soon
as we can after that, we will cancel all of your  outstanding  options that were
granted after December 29, 2000, plus any others that you elected to cancel. You
will not have a right to be granted  any further  options  from us until the new
option grant date, when your new options will be issued.

                   C. SPECIFIC QUESTIONS ABOUT THE NEW OPTIONS

27.    What will be my new option share amount?

       Employees who participate in this program will receive a new stock option
on the new option grant date.  Each new stock option will be equal to the number
of shares  cancelled under the  corresponding  cancelled stock option.  Each new
option will be granted under either the 1986 Incentive  Stock Option Plan or the
1995  Employee  and  Consultant  Stock Plan  pursuant to a new option  agreement
between you and us.

28.    What will be the vesting schedule of my new options?

       The vesting  schedule for each new option granted in this program will be
exactly the same as the vesting schedule for the corresponding cancelled option.
Therefore,  no employee will lose nor gain vesting as a result of  participation
in the exchange  program  (provided that the employee remains employed until the
new option grant date).

29.    What will be my new option exercise price?

       The exercise price for the new options,  which will be granted on the new
option grant date  (expected to be December 31,  2001),  will be the fair market
value of our stock on the date of grant,  which is defined as the closing  price
of our common  stock on the Nasdaq  National  Market.  SINCE WE DO NOT INTEND TO
GRANT NEW OPTIONS UNTIL AT LEAST SIX MONTHS AND ONE DAY AFTER THE DATE WE CANCEL
THE OPTIONS  ACCEPTED FOR EXCHANGE,  THE NEW OPTIONS MAY HAVE A HIGHER  EXERCISE
PRICE THAN SOME OR ALL OF YOUR CURRENT  OPTIONS.  WE  RECOMMEND  THAT YOU OBTAIN
CURRENT MARKET  QUOTATIONS FOR OUR COMMON STOCK BEFORE DECIDING WHETHER TO ELECT
TO EXCHANGE YOUR OPTIONS.

30.    What will be my new option type,  incentive  stock option or nonstatutory
       stock option?

       Generally,  you will receive the same option type you currently  have. If
your cancelled stock options were incentive stock options, your new options will
be incentive stock options to the extent they qualify under the Internal Revenue
Code of 1986, as amended.  If your  cancelled  options were  nonstatutory  stock
options,  your new options will be nonstatutory  stock options.  Please read the
Offer to Exchange for additional information regarding the tax treatment of your
options.  In  addition,  we  recommend  that you consult your own tax advisor to
determine the tax  consequences of electing to exchange options pursuant to this
offer.

31.    When will I receive my replacement options?

       We will  grant the new  options on the new option  grant  date,  which we
anticipate  will be the first  trading day at least six months and one day after
cancellation of the options tendered for exchange. If we cancel options tendered
for exchange on June 30, 2001, the first day after the scheduled expiration date
of the offer,  we anticipate that the new option grant date will be December 31,
2001.

32.    Why won't I receive my new options  immediately after the expiration date
       of the offer?

       If we were to grant  the new  options  on any date  that is less than six
months and one day after the date we cancel the options  accepted for  exchange,
we would be required for financial  reporting  purposes to record a compensation
expense against our earnings.  By deferring the grant of the new options for six
months and one day,  we believe we will not have to record  such a  compensation
expense.  Nevertheless,  we reserve the right to grant the new options less than
six  months  and one day after  the date we  cancel  the  options  accepted  for
exchange.

33.    When  will I see the new  options  at  optionslink.com,  and when  will I
       receive my new option notice?

       You will see your new options at  optionslink.com  within two weeks after
the new option grant date, and your new option notice and agreement will be sent
to you within six weeks after the new option grant date.

34.    How can I view a summary of my options?

       All employees can view their stock options at http://www.optionslink.com,
the  utility  that we use to afford  employees  an ability  to view their  stock
options online, 24 hours a day. We opened an E*TRADE OptionsLink account for you
and a welcome kit containing  your account  password  should have been mailed to
you. If you did not  receive  the  welcome  kit and/or do not have your  account
password,  you can obtain it by calling  OptionsLink  customer  service at (650)
599-0125 or (800)  838-0908  from 9:00 A.M. to 6:00 P.M.,  Pacific  Time. If you
encounter  any  difficulty  using   optionslink.com,   you  may  contact  either
OptionsLink customer service or the Actel Stock Option Administrator.

35.    What will be the terms and conditions of my replacement options?

       Your new options will be subject to the terms and conditions of the stock
plan under which they are granted,  either the 1986 Incentive  Stock Option Plan
or the 1995  Employee and  Consultant  Stock Plan.  The terms and  conditions of
these plans are described in the Offer to Exchange.  As noted above, the vesting
schedule  for each new  option  will be  exactly  the same as the  corresponding
cancelled option.

36.    Can I have some examples of how an offer to exchange might work?

        Example "A"

                                   Assumptions

                                       Hire Date: August 21, 2000
                           New Hire Stock Option: 2,000 shares
                     New Hire Stock Option Price: $43.3125
          New Hire Stock Option Vesting Schedule: 25% after one year and then
                                                  6.25% each quarter over three
                                                  years
               Evergreen Stock Option Grant Date: August 1, 2001
                          Evergreen Stock Option: 400 shares
Stock Price on Evergreen Stock Option Grant Date: $25.00
               Evergreen Option Vesting Schedule: 50% on August 1, 2003, and
                                                  then 6.25% each quarter over
                                                  two years
                          New Options Grant Date: December 31, 2001
           Stock Price on New Options Grant Date: $15.00

                        One Alternative: Exchange Option

       Using the above  assumptions  for the sake of  illustrating  the offer to
exchange, if Employee "A" decided to participate in the exchange offer, we would
cancel  the new hire  option on June 30,  2001.  On the new option  grant  date,
December  31,  2001,  we would grant  Employee "A" a new option for 2,000 shares
with, in this example using the purely  hypothetical  stock prices,  an exercise
price of $15.00 per share.  The vesting schedule for this new option will be the
same as for the new hire option,  and therefore 625 shares (or 31.25%) will have
vested on the new grant date and the  balance  would vest  quarterly  thereafter
(with 125 shares, or 6.25%, vesting on February 21, 2002).

       On the new option  grant date,  December  31,  2001,  we would also grant
Employee "A" an evergreen  option for 400 shares with, in this example using the
purely  hypothetical  stock prices,  an exercise price of $15.00 per share.  The
vesting  schedule for the evergreen  option will be the same whether we grant it
on the new option grant date,  December 31, 2001, or the evergreen  option grant
date, August 1, 2001.

       In summary, if Employee "A" decided to participate in the exchange offer,
under the  assumed  facts he or she would  have new hire and  evergreen  options
following the exchange with an exercise price of $15.00 per share.

                  The Other Alternative: Don't Exchange Option

       If Employee "A" decided not to participate in the exchange  offer,  under
the assumed facts he or she would have a new hire option with an exercise  price
of $43.3125 and an evergreen option with an exercise price of $25.00. The number
of shares subject to the options and the vesting  schedules would be the same as
if Employee "A" decided to participate in the exchange offer.

o        Example "B"

                             Assumptions

                                            Hire Date:  January 3, 2000
                                New Hire Stock Option:  5,000 shares
                          New Hire Stock Option Price:  $23.8125
               New Hire Stock Option Vesting Schedule:  25% after one year and
                                                        then 6.25% each quarter
                                                        over three years
                                       Promotion Date:  September 1, 2000
                               Promotion Stock Option:  1,000 shares
     Stock Price on Promotion Stock Option Grant Date:  $32.625
                    Promotion Option Vesting Schedule:  6.25% each quarter over
                                                        four years
                    Evergreen Stock Option Grant Date:  August 15, 2001
                               Evergreen Stock Option:  500 shares
     Stock Price on Evergreen Stock Option Grant Date:  $22.50
                    Evergreen Option Vesting Schedule:  50% on August 1, 2003,
                                                        and then 6.25% each
                                                        quarter over two years
                               New Options Grant Date:  December 31, 2001
                Stock Price on New Options Grant Date:  $40.00

                      One Alternative: Exchange All Options

       Using the above  assumptions  for the sake of  illustrating  the offer to
exchange, if Employee "B" decided to participate fully in the exchange offer, we
would cancel the new hire and  promotion  options on June 30,  2001.  On the new
option grant date,  December 31, 2001, we would grant  Employee "B" a new option
for 5,000  shares  with,  in this example  using the purely  hypothetical  stock
prices, an exercise price of $40.00 per share. The vesting schedule for this new
option will be the same as for the new hire option,  and therefore  2,188 shares
(or 43.75%)  will have  vested on the new grant date and the balance  would vest
quarterly thereafter (with 312 shares, or 6.25%, vesting on January 3, 2002).

       On the new option  grant date,  December  31,  2001,  we would also grant
Employee  "B" a new option for 1,000  shares  with,  in this  example  using the
purely  hypothetical  stock prices,  an exercise price of $40.00 per share.  The
vesting  schedule  for this  new  option  will be the same as for the  promotion
option,  and  therefore 313 shares (or 31.25%) will have vested on the new grant
date and the balance would vest quarterly  thereafter (with 62 shares, or 6.25%,
vesting on March 1, 2002).

       On the new option  grant date,  December  31,  2001,  we would also grant
Employee "B" an evergreen  option for 500 shares with, in this example using the
purely  hypothetical  stock prices,  an exercise price of $40.00 per share.  The
vesting  schedule for the evergreen  option will be the same whether we grant it
on the new option grant date,  December 31, 2001, or the evergreen  option grant
date, August 15, 2001.

       In summary,  if Employee "B" decided to participate fully in the exchange
offer,  under the assumed  facts he or she would have new hire,  promotion,  and
evergreen  options  following the exchange with an exercise  price of $40.00 per
share.

                    Another Alternative: Exchange No Options

       If Employee "B" decided not to participate in the exchange  offer,  under
the assumed facts he or she would have a new hire option with an exercise  price
of  $23.8125,  a  promotion  option with an  exercise  price of $32.625,  and an
evergreen option with an exercise price of $22.50.  The number of shares subject
to the options and the vesting  schedules  would be the same as if Employee  "B"
exchanged all options in the offer.

                   A Third Alternative: Exchange Some Options

       Since  the new hire and  promotion  options  of  Employee  "B" were  both
granted more than six months ago,  Employee "B" may decide to exchange  only the
promotion option. If Employee "B" decided to exchange only the promotion option,
under the assumed facts he or she would have  promotion  and  evergreen  options
following the exchange with an exercise price of $40.00 per share and a new hire
option with an exercise  price of $23.8125.  The number of shares subject to the
options and the vesting schedules would be the same as if Employee "B" exchanged
all or no options in the offer.

o        Example "C"

                                   Assumptions

                                          Hire Date:  June 15, 2000
                              New Hire Stock Option:  3,000 shares
                        New Hire Stock Option Price:  $42.6875
             New Hire Stock Option Vesting Schedule:  25% after one year
                                                      and then 6.25% each
                                                      quarter over three years
                                     Promotion Date:  May 1, 2001
                             Promotion Stock Option:  500 shares
   Stock Price on Promotion Stock Option Grant Date:  $22.70
                  Promotion Option Vesting Schedule:  6.25% each quarter over
                                                      four years
                  Evergreen Stock Option Grant Date:  September 5, 2001
                             Evergreen Stock Option:  600 shares
   Stock Price on Evergreen Stock Option Grant Date:  $20.00
                  Evergreen Option Vesting Schedule:  50% on August 1, 2003, and
                                                      then 6.25% each quarter
                                                      over two years
                             New Options Grant Date:  December 31, 2001
              Stock Price on New Options Grant Date:  $25.00

                      One Alternative: Exchange All Options

       Using the above  assumptions  for the sake of  illustrating  the offer to
exchange, if Employee "C" decided to participate in the exchange offer, we would
cancel the new hire and  promotion  options on June 30, 2001.  On the new option
grant date,  December  31,  2001,  we would grant  Employee "C" a new option for
3,000 shares with, in this example using the purely  hypothetical  stock prices,
an exercise price of $25.00 per share.  The vesting schedule for this new option
will be the same as for the new hire  option,  and  therefore  1,125  shares (or
37.5%)  will have  vested  on the new  grant  date and the  balance  would  vest
quarterly thereafter (with 188 shares, or 6.25%, vesting on March 15, 2002).

       On the new option  grant date,  December  31,  2001,  we would also grant
Employee "C" a new option for 500 shares with,  in this example using the purely
hypothetical  stock prices,  an exercise price of $25.00 per share.  The vesting
schedule for this new option will be the same as for the promotion  option,  and
therefore  63 shares (or 12.5%)  will have  vested on the new grant date and the
balance would vest quarterly  thereafter (with 31 shares,  or 6.25%,  vesting on
February 1, 2002).

       On the new option  grant date,  December  31,  2001,  we would also grant
Employee "C" an evergreen  option for 600 shares with, in this example using the
purely  hypothetical  stock prices,  an exercise price of $25.00 per share.  The
vesting  schedule for the evergreen  option will be the same whether we grant it
on the new option grant date,  December 31, 2001, or the evergreen  option grant
date, August 1, 2001.

       In summary, if Employee "C" decided to participate in the exchange offer,
under the assumed facts he or she would have new hire, promotion,  and evergreen
options following the exchange with an exercise price of $25.00 per share.

                    Another Alternative: Exchange No Options

       If Employee "C" decided not to participate in the exchange  offer,  under
the assumed facts he or she would have a new hire option with an exercise  price
of  $42.6875,  a  promotion  option  with an  exercise  price of $22.70,  and an
evergreen option with an exercise price of $20.00.  The number of shares subject
to the options and the vesting  schedules  would be the same as if Employee  "C"
exchanged all options in the offer.

                         No Practical Third Alternative

       Employee  "C" may not  exchange  only the new  hire  option  because  the
promotion  option was granted  within the last six months.  While  Employee  "C"
could theoretically exchange only the promotion option, it is unlikely under the
assumed facts that he or she would not also exchange the  higher-priced new hire
option.

37.    What happens if Actel is acquired before the new options are granted?

       If we are  acquired or involved in a similar  transaction  before the new
options are granted,  we would require the surviving  corporation  to assume our
obligation  to grant new options.  The new options would still be granted on the
new option  grant date,  but they would be options to purchase the shares of the
surviving corporation.  The exercise price would be equal to the market price of
the  surviving  company's  stock on the date of grant.  For example,  if we were
acquired by means of a merger, the number of shares would be equal to the number
of our shares that you would have  received,  multiplied  by the exchange  ratio
that was used in the merger.  For example,  please  assume the  following  facts
(which are entirely fictitious):

       o      You elect to cancel  options  to  purchase  1,000  shares of Actel
              common stock.

       o      You have six months of service when your old options are cancelled
              on June 30, 2001.

       o      Three  months  later,  on  September  30,  2001,  XYZ  Corporation
              acquires Actel.

       o      In  the  merger,  Actel  shareholders  receive  one  share  of XYZ
              Corporation  stock for every two  shares of Actel  stock that they
              own.

       On December 31, 2001, you would receive options to purchase 500 shares of
XYZ  Corporation  stock with  one-year  vesting  credit (the six months  accrued
before the cancellation of the option and the  approximately  six months between
the cancellation and the grant of the new option).  The exercise price per share
would be  equal to the  market  price  of XYZ  Corporation  stock on the date of
grant.

       Alternatively,  Actel  reserves  the right to grant the new options  less
than six months and one day after the date we cancel the  options  accepted  for
exchange. Using the above assumptions for the sake of illustration, the Board of
Directors  may, in the  exercise of its sole  discretion,  grant the new options
before XYZ  Corporation  acquires  Actel. In that case, the new options would be
treated in the merger the same way as any other outstanding Actel options.

38.    After the grant of the new options,  what happens if my options again end
       up underwater?

       We are conducting  this offer only at this time,  considering the unusual
stock  market  conditions  that have  affected  many  companies  throughout  the
country.  Therefore,  you should assume that this is a one-time  offer that will
not be repeated in the future.  Since your stock options are valid for ten years
from the date of initial grant,  subject to continued  employment,  the price of
our common  stock may  appreciate  over the long term even if your  options  are
underwater  for some  period of time  after the grant  date of the new  options.
HOWEVER,  WE CAN PROVIDE NO ASSURANCE AS TO THE PRICE OF OUR COMMON STOCK AT ANY
TIME IN THE FUTURE.

39.    What do I need to do to participate in the offer to exchange program?

       To  participate,  you must properly  complete the Election Form, sign and
date it, and ensure that the Actel  Stock  Option  Administrator  receives it no
later than 9:00 P.M., Pacific Daylight Time, on Friday,  June 29, 2001 or, if we
extend the offer, no later than the new expiration of the offer.  You can return
your form  either by fax at (408)  739-0706  or  deliver it by hand to the Actel
Stock  Option  Administrator  at  Actel  Corporation,  955  East  Arques  Avenue
(Building 3), Sunnyvale, California 94086. If you need an additional copy of the
Election  Form, you may contact the Actel Stock Option  Administrator,  who will
provide additional copies at no expense to you.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>rejection.txt
<DESCRIPTION>EXHIBIT (A)(4) NOTICE TO CHANGE ELECTION
<TEXT>

                                ACTEL CORPORATION

                            OFFER TO EXCHANGE OPTIONS

                            NOTICE TO CHANGE ELECTION
                              FROM ACCEPT TO REJECT

       I  previously  received a copy of the Offer to Exchange,  the  Memorandum
from Barbara  McArthur,  both dated June 1, 2001, and an Election Form. I signed
and returned the Election Form, in which I elected to accept Actel Corporation's
offer to  exchange  some of or all of my options  (the  "Offer").  I now wish to
change  that  election  and reject  Actel's  Offer to  exchange  my  options.  I
understand  that by  signing  this Notice  and  delivering  it to Vicky Huang by
9:00 P.M. Pacific Daylight Time on June 29, 2001, I will be able to  withdraw my
acceptance of the Offer and reject the Offer to exchange options instead. I have
read and  understand  all the terms  and  conditions  of the  Offer to  exchange
options. I have read and understand the instructions attached to this Notice.

       I understand  that in order to reject the Offer,  I must sign,  date, and
deliver this Notice via facsimile (fax # (408)  739-0706) or by hand delivery to
Vicky Huang by 9:00 P.M., Pacific Daylight Time, on June 29, 2001.

       I understand that by rejecting the Offer to exchange options,  I will not
receive  any New  Options  pursuant to the Offer and I will keep the Old Options
that I have. These options will continue to be governed by the stock option plan
under which they were  granted and by the  existing  option  agreements  between
Actel and me.

       I understand  that I may change this election,  and once again accept the
Offer to exchange options,  by submitting a new Election Form to Vicky Huang via
facsimile (fax # (408) 739-0706) or by hand delivery prior to 9:00 P.M., Pacific
Daylight Time, on June 29, 2001.

       I have signed  this  Notice and printed my name  exactly as it appears on
the Election Form.

       I do not accept the Offer to exchange any options.





------------------------------------     ---------------------------------------
  Employee Name (Please Print)                  Employee Signature

------------------------------------     ---------------------------------------
Employee ID (Social Security) Number                Date and Time

------------------------------------     ---------------------------------------
         E-mail Address                           Telephone Number


<PAGE>


                                  INSTRUCTIONS

              FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.     Delivery of Notice to Change Election From Accept to Reject.

       A properly  completed  and  executed  original  of this  Notice to Change
Election  From Accept to Reject (or a facsimile  of it) and any other  documents
required  by this  Notice  to Change  Election  From  Accept  to Reject  must be
received by Vicky Huang  either by hand  delivery or by  facsimile at the number
listed on the front  cover of this  Notice to  Change  Election  From  Accept to
Reject (fax # (408)  739-0706) on or before 9:00 P.M.,  Pacific  Daylight  Time,
on June 29, 2001 (the "Expiration Date").

       The method by which you deliver any required  documents is at your option
and risk,  and the delivery will be deemed made only when  actually  received by
Actel. You may hand deliver your Notice to Change Election From Accept to Reject
to  Vicky  Huang at Actel  (Building  3) or you may fax it to her at the  number
listed on the front  cover of this  Notice to  Change  Election  From  Accept to
Reject (fax # (408) 739-0706). In all cases, you should allow sufficient time to
ensure timely delivery.

       Although by submitting a Notice to Change  Election From Accept to Reject
you have  withdrawn  your tendered  options from the Offer,  you may change your
mind and  re-accept  the Offer  until the  expiration  of the Offer.  Tenders of
options  made  through the Offer may be made at any time  before the  Expiration
Date.  If the Offer is extended by Actel  beyond that time,  you may tender your
options at any time until the extended  expiration of the Offer.  To change your
mind and elect to  participate  in the Offer,  you must deliver a new signed and
dated  Election  Form,  or a facsimile of the Election  Form,  with the required
information to Actel while you still have the right to participate in the Offer.
Your options will not be properly  tendered for purposes of the Offer unless the
withdrawn  options  are  properly  re-tendered  before  the  Expiration  Date by
delivery of the new Election  Form  following  the  procedures  described in the
Instructions to the Election Form.

       If you do not wish to withdraw all your tendered  options from the Offer,
you should not fill out this Notice to Change Election From Accept to Reject. If
you wish to change your election with respect only to  particular  options,  you
should  submit a new Election Form  instead.  To change your election  regarding
particular  tendered  options while  continuing to elect to  participate  in the
Offer,  you must deliver a signed and dated new Election Form, with the required
information,  following  the  procedures  described in the  Instructions  to the
Election Form before the  Expiration  Date or, if the Offer is extended,  before
the extended  expiration of the Offer.  Upon the receipt of such a new, properly
signed and dated Election Form, any previously submitted Election Form or Notice
to  Change  Election  From  Accept  to Reject  will be  disregarded  and will be
considered replaced in full by the new Election Form.

       By signing  this  Notice to Change  Election  From Accept to Reject (or a
facsimile of it), you waive any right to receive any notice of the withdrawal of
the tender of your options, except as provided for in the Offer to Exchange.

2.     Signatures on This Notice to Change Election From Accept to Reject.

       If this Notice to Change  Election From Accept to Reject is signed by the
holder of the Eligible  Options,  the signature must correspond with the name as
written on the face of the option  agreement or  agreements to which the options
are subject without alteration, enlargement or any change whatsoever.

       If this  Notice to Change  Election  From Accept to Reject is signed by a
trustee,  executor,  administrator,  guardian,  attorney-in-fact,  officer  of a
corporation,  or other person acting in a fiduciary or representative  capacity,
that person should so indicate when signing, and proper evidence satisfactory to
Actel of the  authority  of that  person so to act must be  submitted  with this
Notice to Change Election From Accept to Reject.

3.     Other  Information  on This  Notice to  Change  Election  From  Accept to
       Reject.

       In addition  to signing  this  Notice to Change  Election  From Accept to
Reject,  you must  print your name and  indicate  the date and time at which you
signed.  You must also include a current e-mail address and telephone number and
your  employee  identification  number,  which is usually  your social  security
number.

4.     Requests for Assistance or Additional Copies.

       Any  questions  or  requests  for  assistance,  as well as  requests  for
additional  copies of the Offer to Exchange  or this  Notice to Change  Election
From Accept to Reject,  may be directed to the Actel Stock Option  Administrator
at Actel Corporation, 955 East Arques Avenue, Sunnyvale,  California 94086. Jean
Inman will be the Actel Stock  Option  Administrator  until June 15,  2001,  and
Vicky Huang will be the Actel Stock  Option  Administrator  after June 15, 2001.
Jean Inman's telephone number is (408) 522-4213.  Vicky Huang's telephone number
is (408) 522-4424. Their fax number is (408) 739-0706.  Copies will be furnished
promptly at Actel's expense.

5.     Irregularities.

       All questions as to the validity,  form,  eligibility  (including time of
receipt), and acceptance of this withdrawal from the Offer will be determined by
Actel in its discretion.  Actel's  determinations  shall be final and binding on
all  parties.  Actel  reserves  the right to reject any or all Notices to Change
Election From Accept to Reject that Actel determines not to be in proper form or
the  acceptance  of which may, in the opinion of Actel's  counsel,  be unlawful.
Actel also  reserves the right to waive any of the  conditions  of the Offer and
any defect or  irregularity  in the  Notice to Change  Election  From  Accept to
Reject,  and Actel's  interpretation  of the terms of the Offer (including these
instructions)  will be final and  binding  on all  parties.  No Notice to Change
Election  From  Accept to Reject  will be deemed to be  properly  made until all
defects and irregularities have been cured or waived. Unless waived, any defects
or  irregularities  in connection with Notices to Change Election From Accept to
Reject must be cured within the time as Actel shall determine. Neither Actel nor
any other  person is or will be  obligated  to give  notice  of any  defects  or
irregularities  in  Notices to Change  Election  From  Accept to Reject,  and no
person will incur any liability for failure to give any such notice.

       Important:  The  Notice to Change  Election  From  Accept to Reject (or a
facsimile  copy of it)  together  with  all  other  required  documents  must be
received by Actel on or before the Expiration Date.

6.     Additional Documents to Read.

       You  should  be  sure  to read  the  Offer  to  Exchange,  all  documents
referenced therein, and the Memorandum from Barbara McArthur dated June 1, 2001,
before deciding whether or not to participate in the Offer.

7.     Important Tax Information.

       You should refer to Section 13 of the Offer to Exchange,  which  contains
important U.S. federal income tax information.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>6
<FILENAME>promise.txt
<DESCRIPTION>EXHIBIT (A)(5) FORM OF PROMISE
<TEXT>

                                     FORM OF

                        PROMISE TO GRANT STOCK OPTION(S)



To:                                    Number of New Options:
   -------------------------------                           -------------------
         (Name of Employee)

       In exchange for your  agreement to cancel one or more stock options ("Old
Option(s)") you received from Actel Corporation ("Actel"), Actel hereby promises
to grant you a stock option or options,  as  applicable,  covering the number of
shares of  Actel's  common  stock  specified  above  (the "New  Option(s)").  We
currently  expect to grant the New Options on December  31,  2001.  The exercise
price of each New Option will be the closing  price of Actel's  common  stock as
listed on the Nasdaq National Market on the date of grant.  Each New Option will
vest  according  to the same  vesting  schedule  as the Old Option it  replaces,
subject to your  continued  employment  with Actel on a full-time  basis or your
being on a bona fide leave of absence (as described below). Each New Option will
otherwise be subject to the standard  terms and  conditions  under  Actel's 1986
Incentive Stock Option Plan or 1995 Employee and Consultant  Plan, as applicable
(the "Plan"), and the applicable form of stock option agreement.

       In order to receive the New Option(s), you must be employed by Actel in a
full-time  capacity or be on a bona fide leave of absence  that was  approved by
Actel in  writing  (if the  terms of the leave  provide  for  continued  service
crediting or when continued service crediting is required by law) as of the date
the New  Options  are  granted.  This  promise  to grant does not  constitute  a
guarantee of employment  with Actel for any period.  Your  employment with Actel
remains "at-will" and can be terminated by either you or Actel at any time, with
or without cause or notice.  If you  voluntarily  terminate your employment with
Actel or if Actel  terminates your employment for any reason before December 31,
2001, you will lose all rights you have to receive any New Options.

       This  Promise  is  subject  to the terms and  conditions  of the Offer to
Exchange  dated  June 1,  2001,  the  Memorandum  from  Barbara  McArthur,  Vice
President of Human  Resources of Actel dated June 1, 2001, and the Election Form
previously   completed  and  submitted  by  you  to  Actel,  all  of  which  are
incorporated  herein by  reference  (the  "Offering  Documents").  The  Offering
Documents state, among other things, that Actel may grant the New Options before
or after  December 31, 2001,  and may not grant the New Options at all under the
conditions  described  in  Section 6 of the  Offer to  Exchange.  The  documents
described herein reflect the entire agreement between you and Actel with respect
to this  transaction.  This  Promise  may only be  amended by means of a writing
signed by you and a duly authorized officer of Actel.

                                                 ACTEL CORPORATION



                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------
                                   Date:
                                        ---------------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-6
<SEQUENCE>7
<FILENAME>plan1986.txt
<DESCRIPTION>EXHIBIT (D)(1) 1986 STOCK OPTION PLAN
<TEXT>


                                ACTEL CORPORATION

                        1986 INCENTIVE STOCK OPTION PLAN

                   Amended and Restated Effective May 19, 2001



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.

       Optionsgranted  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>
<DOCUMENT>
<TYPE>EX-7
<SEQUENCE>8
<FILENAME>prospectus86.txt
<DESCRIPTION>EXHIBIT (D)(2) PROSPECTUS FOR 1986 PLAN
<TEXT>

PROSPECTUS





                                ACTEL CORPORATION





                        1986 INCENTIVE STOCK OPTION PLAN

                 AS AMENDED AND RESTATED EFFECTIVE MAY 19, 2001





      This Prospectus relates to shares of Common Stock ("Common Stock") of
   Actel Corporation ("Actel") offered to employees and consultants of Actel
pursuant to options granted under Actel's 1986 Incentive Stock Option Plan (the
   "Plan"). The terms and conditions of the Plan, including the prices of the
   shares of Common Stock, are governed by the provisions of the Plan and the
                             agreements thereunder.





             THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
                   SECURITIES THAT HAVE BEEN REGISTERED UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED.





       Actel's  executive  offices  are located at 955 East  Arques,  Sunnyvale,
California 94086, and its telephone number at that location is (408) 739-1010.









                  The date of this Prospectus is June 1, 2001.


<PAGE>

       This Prospectus  contains  information  concerning Actel and the Plan but
does not contain all the information set forth in the Registration  Statement on
Form S-8 for the Plan that  Actel has filed  with the  Securities  and  Exchange
Commission  (the  "SEC")  under the  Securities  Act of 1933,  as  amended  (the
"Securities Act"). The Registration  Statement,  including the exhibits thereto,
may be inspected at the SEC's office in  Washington,  D.C. In addition,  the SEC
maintains a website that contains reports, proxy and information statements, and
other information  regarding  registrants that file electronically with the SEC.
The address of the SEC's website is http:\\www.sec.gov.

       Actel hereby  undertakes to provide without charge to each person to whom
a copy of this Prospectus is delivered, upon written or oral request of any such
person:

       (i)    a copy of any and all of the  information  that has been or may be
              incorporated by reference in this Prospectus,  other than exhibits
              to such documents, and

       (ii)   a  copy  of  any  other  documents  required  to be  delivered  to
              optionees  or holders of rights  under the Plan  pursuant  to Rule
              428(b) under the  Securities  Act,  including  Actel's most recent
              Annual  Report  to   Shareholders,   proxy   statement  and  other
              communications distributed to its shareholders generally.

Requests for such copies and requests for additional  information about the Plan
and its  Administrator  should  be  directed  to  David  L.  Van De  Hey,  Actel
Corporation,  955 East Arques,  Sunnyvale,  California 94086.  Actel's telephone
number at that location is (408) 739-1010.

       Except for the person set forth in the foregoing paragraph, no person has
been authorized to give any information or make any representations,  other than
those contained in this  Prospectus,  in connection with the Plan, and, if given
or made, such information or  representations  must not be relied upon as having
been authorized by Actel. This Prospectus does not constitute an offering in any
state in which such offering may not lawfully be made.



<PAGE>


                           QUESTIONS AND ANSWERS ABOUT

                               ACTEL CORPORATION'S

                        1986 INCENTIVE STOCK OPTION PLAN

                 AS AMENDED AND RESTATED EFFECTIVE MAY 19, 2001



What is the Plan?

       Actel's 1986 Incentive  Stock Option Plan (the "Plan") was adopted by the
Board of Directors in 1986 to enable  employees and  consultants to own stock in
Actel and to take advantage of the tax benefits  allowed by the Internal Revenue
Code to employer stock plans.

       The Plan is not a qualified  deferred  compensation  plan under 401(a) of
the Code and it is not  subject to the  provisions  of the  Employee  Retirement
Income Security Act of 1974.

What Should I Know About This Prospectus?

       This prospectus  describes the main features of the Plan.  However,  this
prospectus does not contain all of the terms and conditions of the official Plan
document.  Accordingly,  if  there  is any  difference  between  the  terms  and
conditions of the Plan as described in this prospectus and the provisions of the
Plan document, the Plan document will govern.

What are the Purposes of the Plan?

       The  purposes  of the 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.

How Many Shares of Stock are Reserved for Issuance Under the Plan?

       To date, a total of 10,536,971  shares of Common Stock have been reserved
for  issuance  under the Plan.  The  aggregate  number  of shares  reserved  for
issuance  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 Plan equal to 5% of the outstanding shares of Common Stock.

Who Administers the Plan?

       The "Administrator" of the Plan is either the Board of Directors of Actel
or a committee  appointed by the Board.  The members of the committee are chosen
by the Board so that  grants made under the Plan to officers  and  directors  of
Actel who are subject to liability  under  Section 16 ("Section 16 Insiders") of
the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  qualify  for the
exemption  provided by Rule 16b-3. The Administrator also has final authority to
interpret  any  provision  of the Plan or any  stock  option  or stock  purchase
agreement.

Who is Eligible to Participate in the Plan?

       Employees and  consultants  of Actel,  or of any parent or subsidiary are
eligible to receive nonstatutory stock options ("NSOs"). Only employees of Actel
or any parent or  subsidiary  of Actel are eligible to receive  incentive  stock
options ("ISOs").

Who Selects the Employees and Consultants Who Receive Grants?

       The  Administrator  selects the  employees  and  consultants  who receive
options under the Plan (the "optionees").

What is an Incentive Stock Option?

       An Incentive Stock Option (an "ISO") is a stock option that qualifies for
favorable  tax  treatment  under  Section 422 of the Internal  Revenue Code (the
"Code").   This  tax  treatment  is  described  in  detail  below  in  the  "Tax
Information" section.

       If you are an employee of Actel,  you are eligible to receive an ISO. The
exercise price of an ISO (the price you must pay for the stock when you exercise
your  option to buy it) will be the fair  market  value of the stock on the date
the ISO is granted,  except for certain exceptions  discussed below in which the
exercise price must be higher than fair market value.  In general,  you will not
owe any income tax when you are granted an ISO or when you  exercise the ISO and
buy the stock. (If you are subject to alternative  minimum tax ("AMT"),  you may
have to pay AMT as a  consequence  of exercising an ISO.) If you do not sell the
stock until after the "statutory holding periods" (discussed below) have passed,
you will recognize only capital gain (or loss). If you do not wait until the end
of the statutory holding periods to sell your stock, you will recognize ordinary
income and capital gain (or loss) as described below.

What is a Nonstatutory Stock Option?

       A  nonstatutory  stock  option (an "NSO") is a stock option that does not
qualify  for  the  favorable  tax  treatment  allowed  an  ISO.  Again,  the Tax
Information section below discusses the tax treatment of an NSO in detail.

       If you are either an employee or a consultant of Actel,  you are eligible
to receive an NSO. Under the terms of the Plan, the exercise price of an NSO may
not be less than the fair market value of the stock when the NSO is granted.  In
general,  when you  exercise an NSO,  you must pay income tax on the  difference
between the  exercise  price of the option and its fair market value on the date
of exercise.  If the stock is vested, you may sell it at any time. When you sell
it, you will recognize capital gain (or loss) on the difference between its fair
market value on the date of exercise and its sales price.

What are the Terms of an Option?

       Subject  to the  provisions  of the  Plan,  The  Administrator  has broad
discretion  to  determine  the  terms of grants  of  options.  When an option is
granted,  Actel and the optionee  sign an option  agreement  that  specifies its
terms,  including its rate of vesting. The Administrator may change the terms of
options  granted  subsequently,  and may change  the forms of option  agreements
used.

       Generally, you may exercise options for up to 10 years from the date they
are granted.  You exercise an option by giving  notice to Actel that you want to
do so and by paying for the shares of stock.  The  Administrator  determines how
you may pay the exercise  price of your option.  Generally,  the  following  are
acceptable forms of consideration:

       *      cash,

       *      check,

       *      promissory note,

       *      certain other shares of our Common Stock,

       *      "cashless exercise,"

       *      any combination of the above, or

       *      any other form of consideration permitted by applicable law.

A  "cashless  exercise"  is a  procedure  whereby  you sell the  shares of stock
through a broker and use the proceeds to pay the exercise price.

       Under the terms of the Plan,  the exercise  price of an ISO and NSO is at
least  100% of the fair  market  value of the  stock  on the date of  grant.  An
exception to the rule for the price of an ISO applies to employees  who own more
than 10% of the  voting  power  or value of all  classes  of  stock.  For  these
employees,  the  exercise  price of an ISO may not be less than 110% of the fair
market value of the stock on the date of grant. The term of ISOs granted to such
employees also may not be longer than 5 years.

What Happens if I Leave Actel?

       If you leave  Actel,  you will be able to exercise a vested  option for a
period of time. How much time you will have depends upon why you leave Actel and
upon the terms of the option agreement, provided that an option may be exercised
no later than its expiration.

       If you  leave  Actel  for  any  reason  other  than  death  or  permanent
disability,  the Plan allows you to exercise a vested  option for a period of at
least 30 days and not more  than  three  months,  as  specified  in your  option
agreement.  You may be exempt from this rule if you are on an approved  leave of
absence or if you are transferred to a subsidiary or parent of Actel.

       If  an  optionee  becomes  disabled  while  serving  as  an  employee  or
consultant  of Actel,  vested  options may  generally  be  exercised at any time
within the period  specified in the option  agreement,  generally 6 months after
the date of termination.

       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.

May I Sell or Transfer My Options?

       No, except under the laws of descent and distribution.  Of course,  after
you exercise an option, you may sell the shares of stock you have purchased.

What Reports Will I Receive?

       Actel  will  notify you when you  receive an option,  and will send you a
copy Actel's  financial  reports at least  annually.  Actel will also respond to
reasonable requests for information about options on an informal basis from time
to time.

What if I am a Section 16 Insider?

       You are a Section 16 Insider if you are an officer or  director  of Actel
or an owner of 10% or more of any class of any equity security of Actel.  Grants
made to  Section  16  Insiders  are  subject  to  additional  restrictions.  See
"Additional  Considerations  for  Section 16  Insiders"  in the Tax  Information
section below.

What Happens if There is a Change in Capitalization?

       If there is a stock  split,  a stock  dividend,  or similar  increase  or
decrease  in the  number of  outstanding  shares of Common  Stock of Actel  that
occurs without Actel receiving additional consideration, the number and price of
shares covered by  outstanding  options under the Plan, and the number of shares
reserved for issuance under the Plan, will be adjusted appropriately.

What if Actel Dissolves or Liquidates?

       If Actel proposes to dissolve or liquidate,  all outstanding options will
terminate  immediately  before the consummation of such proposed action,  unless
otherwise  provided by Actel's Board of Directors.  In such event,  the Board of
Directors may, in its  discretion,  declare that any option shall terminate on a
date  fixed by the  Board of  Directors  and give  each  optionee  the  right to
exercise  his or her option as to all or any part of the  shares  subject to the
option,  including  shares  as to  which  the  option  would  not  otherwise  be
exercisable.

What if Actel Merges with Another Company?

       If Actel merges with another company or sells all or substantially all of
its  assets,  the  successor  corporation  will  assume  all  options  or  issue
equivalent options.  If the successor  corporation refuses to do so, all options
will become 100% vested.  If the options  become 100% vested,  you shall have 30
days from the date of notice of the option's  acceleration  to exercise all or a
portion of the option and the option shall  terminate  upon  expiration  of such
30-day period.

May the Board Amend or Terminate the Plan?

       The Board  may  amend or  terminate  the Plan at any  time.  However,  no
amendment or termination will adversely affect any option previously  granted to
you under the Plan without  your  consent.  Where  necessary to comply with Rule
16b-3 or Section 422 of the Internal  Revenue Code, or any other applicable law,
rule or  regulation,  including  the rules of any stock  exchange  or  quotation
system on which the  Common  Stock is  listed,  Actel  will  obtain  shareholder
approval of any amendment to the Plan.

When Does the Plan Expire?

       The Plan expires by its terms on May 18, 2011, unless terminated  earlier
by the Board of Directors.

                                 TAX INFORMATION

       This section  discusses in greater  detail the tax  treatment of options.
Options and grants to employees and consultants  outside of the U.S. are subject
to different tax treatment.  Those employees should consult with tax advisors in
the countries where they are subject to tax.

Incentive Stock Options

       General Rules

       If an option  granted  under the Plans is treated as an  incentive  stock
option  under the Code,  the  optionee  will  recognize  no income upon grant or
exercise of the option  (unless the  alternative  minimum tax rules apply).  See
"Alternative  Minimum  Tax"  below.  Actel will not be allowed a  deduction  for
federal tax  purposes in  connection  with the  exercise of an  incentive  stock
option.

       Holding Periods and Gain or Loss on Sale

       Upon the sale of the shares  issued upon  exercise of an incentive  stock
option at least two years  after  the  grant of the  option  and one year  after
exercise of the option (the "statutory tax holding  periods"),  any gain or loss
will be taxed to the optionee as long-term capital gain or loss. Currently,  the
maximum  federal tax rate on net capital gain (net long-term  capital gain minus
net  short-term  capital loss) is 20%. If the statutory tax holding  periods are
not satisfied  (i.e.,  the optionee makes a  "disqualifying  disposition"),  the
optionee will recognize  compensation income equal to the difference between the
exercise  price and the lower of (i) the fair  market  value of the stock at the
date of the option exercise or (ii) the sale price of the stock,  and Actel will
be entitled to a  deduction  in the same  amount.  Any  additional  gain or loss
recognized on a disqualifying disposition of the shares will be characterized as
capital gain or loss.

       Federal Estate Taxes

       Upon the death of an optionee  who holds an  incentive  stock option that
has not been exercised,  the value of such option  (determined  under applicable
Treasury  regulations)  will be includable in the optionee's  estate for federal
estate  tax  purposes.  Upon the  exercise  of such  option by the estate or the
person entitled to such option by will or the laws of descent and  distribution,
the  holder's  basis in the option  shares will  include the value of the option
included in the estate plus the price paid for the option shares.  The statutory
holding  periods  described  above do not apply to the exercise of an option and
the subsequent sale of stock by an optionee's estate.

       Section 16 Insiders

       Different  rules may apply if shares are  purchased  upon  exercise of an
incentive  stock  option by an optionee  who is subject to Section  16(b) of the
Exchange Act and the optionee  subsequently disposes of such shares prior to the
expiration  of statutory tax holding  periods.  See  "Additional  Considerations
Applicable to Officers and Directors."

Nonstatutory Options

       General Rules

       An optionee does not  recognize any taxable  income at the time he or she
is granted a nonstatutory option. Upon exercise of the option, the optionee will
generally recognize compensation income for federal tax purposes measured by the
excess,  if any, of the then fair market  value of the shares over the  exercise
price.  However,  if shares  subject  to a  repurchase  option  of Actel  (i.e.,
unvested  shares) are purchased upon exercise of a nonstatutory  option,  no tax
will be imposed at the time of exercise  with  respect to such  unvested  shares
(and the optionee's long-term capital gain holding period will not begin at such
time) unless the optionee  files an election with the Internal  Revenue  Service
pursuant to Section 83(b) of the Code within 30 days after the date of exercise.
In the  absence of such  election,  the  optionee  is taxed  (and the  long-term
capital gain holding  period begins) at the time at which the shares vest (i.e.,
the time at which the repurchase option lapses with respect to such shares), and
the  optionee  recognizes  compensation  income in the amount of the  difference
between the value of the shares at that time and the option exercise price. If a
Section 83(b) election is timely filed,  the unvested shares will be treated for
federal income tax purposes as if they had been vested at the time of exercise.

       Company Tax Consequences

       Actel will be entitled to a corresponding tax deduction when the Optionee
recognizes  ordinary  income with respect to shares  acquired upon exercise of a
nonstatutory option.

       Gain or Loss on Resale

       Upon a resale of shares issued upon exercise of a nonstatutory  option by
the optionee,  any difference  between the sales price and the fair market value
of the shares on the date of  exercise of the  nonstatutory  option (or the fair
market value of the shares on the date they become  vested,  if a Section  83(b)
election  has not been timely  filed)  will be treated as capital  gain or loss.
Currently,  the maximum  federal tax rate on net capital  gain is capped at 20%.
Capital  losses are allowed in full against  capital  gains plus $3,000 of other
income.

       Death of Optionee

       Upon the death of an optionee  who holds a  nonstatutory  option that has
not been  exercised,  the  value of such  option  (determined  under  applicable
Treasury  regulations)  will be includable in the optionee's  estate for federal
estate  tax  purposes.  Upon the  exercise  of such  option by the estate or the
person entitled to such option by will or the laws of descent and  distribution,
the holder will  recognize  compensation  income as described  above and will be
allowed a deduction  based upon any estate tax paid with respect to the value of
such option.

       Section 16 Insiders

       Different  rules may apply if shares are  purchased  upon  exercise  of a
nonstatutory  stock option by an optionee who is subject to Section 16(b) of the
Exchange  Act.  See  "Additional   Considerations  Applicable  to  Officers  and
Directors."



<PAGE>


Withholding

       The  ordinary  income  recognized  by an optionee who is also an employee
will be treated as wages and will be subject to tax  withholding by Actel out of
the current  compensation paid to the optionee.  If such current compensation is
insufficient  to satisfy  the  withholding  obligations,  the  optionee  will be
required to make direct payment to Actel for the tax liability.

Alternative Minimum Tax

       The exercise of an incentive  stock  option  granted  under the Plans may
subject the optionee to the alternative  minimum tax ("AMT") under Section 55 of
the Code.  The AMT is  calculated  by applying a tax rate of 26% to  alternative
minimum taxable income ("AMTI") up to $175,000,  and 28% to AMTI above $175,000.
AMTI is equal to (i) taxable income adjusted for certain items,  plus (ii) items
of tax  preference,  less (iii) an  exclusion  of $45,000 for joint  returns and
$22,500 for  married  persons  filing  separately,  and  $33,750 for  individual
returns.  These  exclusion  amounts are reduced by an amount equal to 25% of the
amount  by which  the  alternative  minimum  taxable  income  exceeds  $150,000,
$75,000, and $112,500, respectively.

       In computing  alternative  minimum taxable income,  shares purchased upon
exercise of an incentive  stock option are treated as if they had been  acquired
by the optionee  pursuant to a  nonstatutory  option.  This may be  particularly
significant if shares subject to a repurchase option of Actel are purchased upon
exercise of an  incentive  stock option or if the optionee is subject to Section
16(b) of the Exchange  Act. See  "Nonstatutory  Options,"  above.  Under certain
circumstances,  an  optionee  may affect the  timing and  measurement  of AMT by
filing an election with the Internal  Revenue Service under Section 83(b) within
30 days after the date of exercise of an incentive stock option.  Therefore,  an
optionee  should  consult  his or her own tax  advisor  prior to  exercising  an
incentive stock option  concerning the  advisability of filing an election under
Section 83(b) of the Code for alternative minimum tax purposes.

       If an optionee  pays AMT in excess of his or her  regular tax  liability,
the  amount of such AMT  relating  to  incentive  stock  options  may be carried
forward as a credit against any  subsequent  years' regular tax in excess of the
AMT.

Tax Summary

       The  foregoing  summary  of the effect of federal  income  taxation  upon
optionees  with respect to the grant,  exercise and vesting of options under the
Plans  does not  purport to be  complete,  and  reference  should be made to the
applicable  provisions of the Code.  In addition,  this summary does not discuss
the  provisions  of the  income tax laws of any  municipality,  state or foreign
country in which the  participant  may reside.  It is advisable that an optionee
consult his or her own tax advisor concerning application of these tax laws.

           ADDITIONAL CONSIDERATIONS APPLICABLE TO SECTION 16 INSIDERS

       In certain circumstances,  where the optionee is an officer (as that term
is used in Section 16 of the Exchange Act), director or beneficial owner of more
than 10% of the Common  Stock of Actel,  the date of taxation  referred to above
may be deferred unless the optionee files an election with the Internal  Revenue
Service under Section 83(b) of the Code.  All Section 16 Insiders are advised to
consult with their  personal  tax advisors  regarding  the tax  consequences  of
exercising  options under the Plans and the  advisability  of filing an election
under  Section  83(b) of the Code.  In  addition,  all Section 16  Insiders  are
advised to consult  with  Actel's  General  Counsel and with their own  personal
advisors  regarding  reporting  and  liability  under Section 16 with respect to
their transactions under the Plans.



<PAGE>


                      INFORMATION INCORPORATED BY REFERENCE

       The following  documents  and  information  we previously  filed with the
Securities and Exchange  Commission  are  incorporated  into this  Prospectus by
reference:

       (1)    Actel's  Annual  Report on Form  10-K for the  fiscal  year  ended
              December  31, 2000,  filed  pursuant to Section 13 of the Exchange
              Act.

       (2)    Actel's  Quarterly Report on Form 10-Q for the quarter ended April
              1, 2001, filed pursuant to Section 13 of the Exchange Act.

       (3)    The  description  of  Actel's  Common  Stock set forth in  Actel's
              Registration  Statement on Form S-1, Registration Number 33-64704,
              filed on June 21, 1993, as amended by Amendment  Number 1 filed on
              July 12,  1993,  Amendment  Number 2 filed on July 27,  1993,  and
              Amendment  Number 3 filed on August 2,  1993  (which  Registration
              Statement is  incorporated  by  reference in Actel's  Registration
              Statement  on Form 8-A  filed  on June 18,  1993,  as  amended  by
              Amendment No. 1 to Form 8-A filed on July 28, 1993,  and Amendment
              No. 2 to form 8-A filed on October  24,  1995,  filed  pursuant to
              Section 12(b) of the Exchange Act).

       All documents filed by Actel pursuant to Sections 13(a),  13(c),  14, and
15(d) of the  Exchange  Act after the date of this  Prospectus  and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by  reference in this  Prospectus  and to be part
hereof from the date of filing such documents.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>9
<FILENAME>plan1995.txt
<DESCRIPTION>EXHIBIT (D)(3) 1995 STOCK PLAN
<TEXT>

                                ACTEL CORPORATION

                     1995 EMPLOYEE AND CONSULTANT STOCK PLAN

                    Amended and Restated as of July 21, 2000



1.     Purposes of the Plan.  The purposes of this Stock Plan are to attract and
       retain  the  best   available   personnel  for  employee  and  consultant
       positions,  to  provide  additional  incentive  to such  persons,  and to
       thereby promote the success of the Company's business.

       All options granted hereunder shall be Nonstatutory Stock Options.  Stock
       bonuses may also be granted hereunder.

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

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

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

       (c)    "Board" means the Board of Directors of the Company.

       (d)    "Code" means the Internal Revenue Code of 1986, as amended.

       (e)    "Committee" means a Committee appointed by the Board in accordance
              with Section 4 of the Plan.

       (f)    "Common Stock" means the Common Stock of the Company.

       (g)    "Company" means Actel Corporation, a California corporation.

       (h)    "Consultant"  means any person or entity who  renders  services to
              the Company or any Parent or Subsidiary of the Company in exchange
              for compensation and in a capacity other than as an Employee.

       (i)    "Continuous  Status as an Employee or  Consultant"  means that the
              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  Administrator,
              including sick leave, military leave, or any other personal leave;
              or (ii) transfers  between locations of the Company or between the
              Company, its Parent, its Subsidiaries, or its successor.

       (j)    "Director" means a member of the Board.

       (k)    "Disability"  means total and  permanent  disability as defined in
              Section 22(e)(3) of the Code.

       (l)    "Employee"  means any person,  including  Officers and  Directors,
              employed  by  the  Company  or any  Parent  or  Subsidiary  of the
              Company. Neither service as a Director nor payment of a director's
              fee by the Company shall be sufficient to constitute  "employment"
              by the Company.

       (m)    "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
              amended.

       (n)    "Fair Market  Value"  means,  as of any date,  the value of Common
              Stock determined as follows:

              (i)    If the  Common  Stock is  listed on any  established  stock
                     exchange or a national  market  system,  including  without
                     limitation  the  National  Market  System  of the  National
                     Association of Securities Dealers, Inc. Automated Quotation
                     ("NASDAQ")  System,  the  Fair  Market  Value of a Share of
                     Common  Stock  shall be the  closing  sales  price for such
                     stock (or the closing  bid, if no sales were  reported)  as
                     quoted on such system or exchange (or the exchange with the
                     greatest  volume of  trading  in Common  Stock) on the last
                     market  trading day prior to the day of  determination,  as
                     reported in The Wall Street Journal or such other source as
                     the Administrator deems reliable;

              (ii)   If the Common Stock is quoted on the NASDAQ System (but not
                     on the  National  Market  System  thereof) or is  regularly
                     quoted by a recognized securities dealer but selling prices
                     are not  reported,  the  Fair  Market  Value  of a Share of
                     Common Stock shall be the mean between the high bid and low
                     asked  prices  for the  Common  Stock  on the  last  market
                     trading day prior to the day of determination,  as reported
                     in The Wall  Street  Journal  or such  other  source as the
                     Administrator deems reliable;

              (iii)  In the  absence  of an  established  market  for the Common
                     Stock,  the Fair Market Value shall be  determined  in good
                     faith by the Administrator.

       (o)    "Nonstatutory  Stock  Option"  means an  Option  not  intended  to
              qualify as an Incentive Stock Option within the meaning of Section
              422 of the Code and the regulations promulgated thereunder.

       (p)    "Notice of Grant" means a written notice evidencing  certain terms
              and  conditions  of an individual  Option.  The Notice of Grant is
              part of the Option Agreement.

       (q)    "Officer"  means 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.

       (r)    "Option" means a stock option or a stock bonus granted pursuant to
              the Plan.

       (s)    "Option  Agreement" means a written  agreement between the Company
              and  an  Optionee  evidencing  the  terms  and  conditions  of  an
              individual  Option grant.  The Option  Agreement is subject to the
              terms and conditions of the Plan.

       (t)    "Option  Exchange  Program"  means a program  whereby  outstanding
              options  are  surrendered  in exchange  for  options  with a lower
              exercise price.

       (u)    "Optioned Stock" means the Common Stock subject to an Option.

       (v)    "Optionee"   means  an  Employee  or   Consultant   who  holds  an
              outstanding Option.

       (w)    "Parent"  means a "parent  corporation",  whether now or hereafter
              existing, as defined in Section 424(e) of the Code.

       (x)    "Plan" means this 1995 Employee and Consultant Stock Plan.

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

       (z)    "Subsidiary"  means a  "subsidiary  corporation",  whether  now or
              hereafter existing, as defined in Section 424(f) of the Code.

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 two million one hundred two thousand seven hundred
       (2,102,700)  Shares.  The  Shares may be  authorized,  but  unissued,  or
       reacquired Common Stock.

       If an  Option  expires  or  becomes  unexercisable  without  having  been
       exercised  in full,  or is  surrendered  pursuant  to an Option  Exchange
       Program,  or if reacquired,  the  unpurchased or reacquired  Shares shall
       become available for future grant or sale under the Plan (unless the Plan
       has terminated).

4.     Administration of the Plan.

       (a)    Procedure. The Plan shall be administered by (i) the Board or (ii)
              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 2(n) of the Plan;

              (ii)   to select the Employees and Consultants 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  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;

              (viii) to construe and interpret the terms of the Plan;

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

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

              (xi)   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;

              (xii)  to institute an Option Exchange Program;

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

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

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

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

6.     Limitations.

       (a)    Each  Option  shall  be  designated  in the  Notice  of Grant as a
              Nonstatutory Stock Option.

       (b)    Neither the Plan nor any Option  shall confer upon an Optionee any
              right with respect to  continuing  the  Optionee's  employment  or
              consulting relationship with the Company, nor shall they interfere
              in any way with the  Optionee's  right or the  Company's  right to
              terminate such employment or consulting  relationship at any time,
              with or without cause.

7.     Term of Plan. The Plan shall become effective upon adoption by the Board.
       It  shall  continue  in  effect  for a term  of  ten  (10)  years  unless
       terminated earlier under Section 14 of the Plan.

8.     Term of Option.  The term of each Option shall be stated in the Notice of
       Grant.

9.     Option Exercise Price and Consideration.

       (a)    Exercise  Price.  The per share exercise price (which in the event
              of a stock  bonus  shall  be zero)  for the  Shares  to be  issued
              pursuant  to  exercise  of an Option  shall be  determined  by the
              Administrator.

       (b)    Waiting  Period  and  Exercise  Dates.  At the time an  Option  is
              granted,  the Administrator  shall fix the period within which the
              Option may be exercised and shall  determine any  conditions  that
              must be satisfied before the Option may be exercised.

       (c)    Form of  Consideration.  The  Administrator  shall  determine  the
              acceptable  form  of  consideration   for  exercising  an  Option,
              including the method of payment.  Such  consideration  may consist
              entirely of:

              (i)    cash;

              (ii)   check;

              (iii)  promissory note;

              (iv)   other  Shares that 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  and, 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;

              (v)    delivery of a properly  executed  exercise  notice together
                     with such other  documentation as the Administrator 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 to pay the exercise price;

              (vi)   any combination of the foregoing methods of payment; or

              (vii)  such other  consideration  and  method of  payment  for the
                     issuance of Shares to the extent  permitted  by  Applicable
                     Laws.

10.    Exercise of Option.

       (a)    Procedure  for  Exercise;  Rights  as a  Shareholder.  Any  Option
              granted  hereunder shall be exercisable  according to the terms of
              the Plan and at such times and under such conditions as determined
              by the Administrator and set forth in the Option Agreement.

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

              An Option shall be deemed exercised when the Company receives: (i)
              written  notice  of  exercise  (in  accordance   with  the  Option
              Agreement)  from the person  entitled to exercise the Option,  and
              (ii) full  payment for the Shares with respect to which the Option
              is exercised.  Full payment may consist of any  consideration  and
              method of payment authorized by the Administrator and permitted by
              the Option Agreement and the Plan.  Shares issued upon exercise of
              an  Option  shall be  issued  in the name of the  Optionee  or, if
              requested by the Optionee,  in the name of the Optionee and his or
              her spouse. Until the stock certificate  evidencing such Shares is
              issued (as evidenced by the appropriate  entry on the books of the
              Company or of a duly authorized transfer agent of the Company), 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.  The Company  shall
              issue (or cause to be  issued)  such  stock  certificate  promptly
              after the Option is exercised.  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 hereof.

              Exercising  an Option in any manner  shall  decrease the number of
              Shares thereafter 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 Continuous Status as an Employee or Consultant.  In
              the event that an Optionee's  Continuous  Status as an Employee or
              Consultant  terminates,  the  Optionee  may  exercise  his  or her
              Option,  but only within such period of time as is  determined  by
              the  Administrator,  and only to the extent that the  Optionee was
              entitled  to  exercise  it at the date of  termination  (but in no
              event later than the  expiration of the term of such Option as set
              forth in the Notice of Grant). If, at the date of termination, the
              Optionee is not entitled to exercise his or her entire Option, the
              Shares  covered by the  unexercisable  portion of the Option shall
              revert to the Plan. If, after  termination,  the Optionee does not
              exercise  his or her  Option  within  the  time  specified  by the
              Administrator,  the Option shall terminate, and the Shares covered
              by such Option shall revert to the Plan.

       (c)    Death of Optionee. Notwithstanding the provisions of Section 10(b)
              above, 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 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.  An  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 not be
       exercised,  during the lifetime of the Optionee, by any person except the
       Optionee, without the prior written consent of the Administrator.

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

       (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. Except as otherwise  specified in individual
              option agreements, 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  or  right  shall  be  substituted  by  the
              successor  corporation  or a Parent or Subsidiary of the successor
              corporation.  In the event that the successor corporation does not
              agree to assume the Option or to substitute  an equivalent  option
              or right,  the Option shall become fully vested and exercisable as
              to all of the  Optioned  Stock,  including  Shares  as to which it
              would not  otherwise be  exercisable.  If an Option  becomes 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 fifteen  (15) days from the date of such  notice,  and
              the Option will terminate upon the expiration of such period.

13.    Date of Grant. The date of grant of an Option shall be, for all purposes,
       the date on which the Administrator makes the determination granting such
       option, or such later date as is determined by the Administrator.  Notice
       of the  determination  shall  be  provided  to  each  Optionee  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 any 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.

       (a)    Legal  Compliance.  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  shall  comply  with  all
              relevant  provisions of law, including,  without  limitation,  the
              Securities  Act of 1933,  as amended,  the Exchange Act, the rules
              and regulations promulgated  thereunder,  Applicable Laws, and the
              requirements of any stock exchange or quotation  system upon which
              the  Shares  may then be listed or  quoted,  and shall be  further
              subject to the approval of counsel for the Company with respect to
              such compliance.

       (b)    Investment  Representations.  As a condition to the exercise of an
              Option,  the Company may require the person exercising such Option
              to represent and warrant at the time of any such exercise 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.    Liability of Company.

       (a)    Inability  to Obtain  Authority.  The  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.

       (b)    Grants Exceeding Allotted Shares. If the Optioned Stock covered by
              an Option exceeds,  as of the date of grant,  the number of Shares
              which may be issued under the Plan without additional  shareholder
              approval,  such Option  shall be void with  respect to such excess
              Optioned  Stock,  unless  shareholder  approval  of  an  amendment
              sufficiently  increasing  the number of Shares subject to the Plan
              is timely obtained in accordance with Section 14(b) of the Plan.

17.    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.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-9
<SEQUENCE>10
<FILENAME>prospectus95.txt
<DESCRIPTION>EXHIBIT (D)(4) PROSPECTUS FOR 1995 PLAN
<TEXT>

PROSPECTUS





                                ACTEL CORPORATION





                     1995 EMPLOYEE AND CONSULTANT STOCK PLAN

                 AS AMENDED AND RESTATED EFFECTIVE JULY 27, 2000





       This  Prospectus  relates to shares of common stock of Actel  Corporation
offered to our employees and  consultants  pursuant to options granted under our
1995 Employee and Consultant  Stock Plan (the "Plan").  The terms and conditions
of the Plan, including the prices of the shares of common stock, are governed by
the provisions of the Plan and the agreements  thereunder.  Actel is referred to
in this Prospectus as "we," "us," or "our."





             THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
                   SECURITIES THAT HAVE BEEN REGISTERED UNDER
                     THE SECURITIES ACT OF 1933, AS AMENDED.





       Our  executive  offices  are  located  at  955  East  Arques,  Sunnyvale,
California 94086, and our telephone number at that location is (408) 739-1010.









                  The date of this Prospectus is June 1, 2001.

       This Prospectus contains information concerning us and the Plan, but does
not contain all the information set forth in the Form S-8 registration statement
for the Plan  which  we  filed  with the  Securities  and  Exchange  Commission,
referred to as the  Commission,  under the  Securities  Act of 1933, as amended,
referred  to as  the  Securities  Act.  The  Form  S-8  registration  statement,
including the exhibits to the  registration  statement,  may be inspected at the
Commission's office in Washington,  D.C. In addition, the Commission maintains a
website  that  contains  reports,  proxy and  information  statements  and other
information  regarding registrants that file electronically with the Commission.
The address of the Commission's website is http:\\www.sec.gov.

       Upon your written or oral request, we will provide to you without charge:

       *      a copy of any and all of the  information  that has been or may be
              incorporated by reference in this Prospectus,  other than exhibits
              to such documents, and

       *      a  copy  of  any  other  documents  required  to be  delivered  to
              participants  in the  Plan  pursuant  to  Rule  428(b)  under  the
              Securities  Act,  including  our  most  recent  annual  report  to
              shareholders,    proxy   statement,   and   other   communications
              distributed to our shareholders generally.

Requests for such copies and requests for additional  information about the Plan
and its  Administrator  should  be  directed  to  David  L.  Van De  Hey,  Actel
Corporation, 955 East Arques, Sunnyvale,  California 94086. Our telephone number
at that location is (408) 739-1010.

       Except for David L. Van De Hey, no person has been authorized to give any
information  or make any  representations,  other than those  contained  in this
Prospectus, in connection with the Plan, and, if given or made, such information
or representations must not be relied upon as having been authorized by us. This
Prospectus  does not  constitute an offering in any state in which such offering
may not lawfully be made.



<PAGE>


                           QUESTIONS AND ANSWERS ABOUT

                               ACTEL CORPORATION'S

                     1995 EMPLOYEE AND CONSULTANT STOCK PLAN

                 AS AMENDED AND RESTATED EFFECTIVE JULY 27, 2000



What is the Plan?

       The Plan was adopted by our Board of Directors  in 1995.  The Plan allows
us to provide  equity  incentives  to  employees  and  consultants  who  provide
services to us and any of our subsidiaries or designated affiliates by providing
such individuals with an opportunity to acquire shares of our common stock.

       The Plan is not a qualified  deferred  compensation  plan under 401(a) of
the Code and it is not  subject to the  provisions  of the  Employee  Retirement
Income Security Act of 1974.

What Should I Know About This Prospectus?

       This Prospectus  describes the main features of the Plan.  However,  this
Prospectus does not contain all of the terms and conditions of the official Plan
document.  Accordingly,  if  there  is any  difference  between  the  terms  and
conditions of the Plan as described in this Prospectus and the provisions of the
Plan document, the Plan document will govern.

What are the Purposes of the Plan?

       The purposes of the Plan are to:

       *      attract and retain the best  available  personnel for positions of
              substantial responsibility,

       *      to provide additional  incentive to our employees and consultants,
              and

       *      to promote the success of our business.

How Many Shares of Stock are Reserved for Issuance Under the Plan?

       We have reserved  2,102,700 shares of our common stock for issuance under
the Plan. The shares may be authorized but unissued or reacquired  shares of our
common stock.

Who Administers the Plan?

       The Plan is  administered  by our Board or a committee  appointed  by our
Board  of  Directors.  The  administrator  of the Plan has  final  authority  to
interpret any provision of the Plan or any grant made under the Plan.

Who is Eligible to Participate in the Plan?

       Our employees and consultants, or employees and consultants of any of our
parent or  subsidiary  companies,  are  eligible to receive  nonstatutory  stock
options.  Our directors  cannot receive option grants under the Plan for service
as a director.

Who Selects the Employees and Consultants Who Receive Grants?

       The  administrator  of the Plan selects the employees and consultants who
receive awards granted under the Plan.

What Types of Grants are Permitted Under the Plan?

       The Plan  permits us to grant  nonstatutory  stock  options as  described
below. The "Tax Information"  section  summarizes the tax treatment of this type
of grant.

What is a Stock Option?

       An option is a right to buy stock in the future at a predetermined price.
Nonstatutory  stock  options are options that do not qualify as incentive  stock
options under Section 422 of the Code.

       Subject to the  provisions  of the Plan,  the  administrator  of the Plan
determines the term of your option, the number of shares subject to your option,
the exercise price of your option, and the time your option may be exercised.

       If your service  relationship  terminates for any reason, your option may
be exercised to the extent it was  exercisable  on the date of such  termination
for a period of time determined by the administrator of the Plan at the time the
option is granted.  In the case of a termination  for  disability or death,  the
period for exercise following  termination  generally will be six and 12 months,
respectively.  In the case of a termination for death,  the option becomes fully
vested.  In all other  cases,  the period for  exercise  of an option  following
termination  generally will be 30 days. In no event may you exercise your option
after the expiration of the original term of your option.

       The  administrator  of the Plan  determines  how you may pay the exercise
price  of  your  option.  Generally,  the  following  are  acceptable  forms  of
consideration:

       *      cash,

       *      check,

       *      promissory note,

       *      certain other shares of our common stock,

       *      "cashless exercise,"

       *      any other form of consideration permitted by applicable law, or

       *      any combination of the above.

What Terms Apply to All Options?

       Non-transferability  of  Options.   Subject  to  the  discretion  of  the
administrator, you generally may not transfer an option granted to you under the
Plan, other than by will or the laws of descent and distribution,  and generally
only you may exercise an option granted to you during your lifetime.

       Adjustment on Changes in Capitalization. In the event any change, such as
a stock split or stock dividend,  is made in our capitalization  that results in
an  increase  or  decrease  in the number of issued  shares of our common  stock
without our receipt of consideration,  an appropriate adjustment will be made in
the price of your option and the number of shares subject to your option.

       Effect of our  Dissolution or  Liquidation.  In the event of our proposed
dissolution  or  liquidation,  the  administrator  will  notify  you as  soon as
practicable  prior  to the  effective  date  of the  proposed  transaction.  The
administrator  may,  in its  discretion,  provide  that your  option will become
vested and exercisable as to all shares subject to your option, including shares
as to which the option would not otherwise be vested or exercisable.

       Effect  of our  Acquisition.  In the  event  of our  merger  with or into
another corporation, or the sale of all or substantially all of our assets, your
outstanding   option  may  be  assumed  or  substituted  for  by  the  successor
corporation  (or a parent or subsidiary of such successor  corporation).  If the
successor  corporation  refuses  to assume or  substitute  for your  outstanding
options,  your options will fully vest and become  exercisable  as to all shares
subject to such option,  including shares which would not otherwise be vested or
exercisable.  In such a case, the administrator will notify you that your option
will be fully vested and  exercisable  for a period of 15 days from such notice.
The option will terminate upon the expiration of such period.

       Amendment  and  Termination.  The Board of  Directors  may amend,  alter,
suspend,  or discontinue the Plan at any time, but such  amendment,  alteration,
suspension, or discontinuation may not adversely affect the terms of your option
without your consent.

When Does the Plan Expire?

       The Plan  expires  by its  terms on April  13,  2005,  unless  terminated
earlier by the Board of Directors.



<PAGE>


Additional Considerations for our "Affiliates"

       Certain of our officers and directors are considered our "affiliates," as
that term is defined in Rule 144(a) under the  Securities  Act.  Affiliates  may
resell  Common stock subject to the  restrictions  of Rule 144 or pursuant to an
effective registration  statement.  Rule 144 requires that resales by affiliates
satisfy the following conditions:

       *      the  resale  must be  made  through  a  broker  in an  unsolicited
              "broker's  transaction" or in a direct  transaction with a "market
              maker," as those terms are defined under the  Securities  Exchange
              Act of 1934, as amended (the "Exchange Act"),

       *      certain information about us must be publicly available,

       *      the amount of our common stock sold in any three-month period must
              not exceed the limits of Rule 144(e), and

       *      if applicable, a Form 144 must be timely filed with the Securities
              and Exchange Commission.

If the resale is by an affiliate  pursuant to a registration  statement,  it may
not be made in  reliance  on the  registration  statement  on Form S-8  filed in
connection with the issuance of the shares described in this Prospectus.



<PAGE>


                                 TAX INFORMATION

       The following is a brief summary of the effect of U.S. federal income tax
laws upon options  granted under the Plan based on U.S.  federal income tax laws
in effect on July 1, 2001.

       This  summary is not intended to be  exhaustive  and does not discuss the
tax  consequences  of your death or the provisions of any income tax laws of any
municipality,  state,  or foreign  country in which you may  reside.  You should
consult your own tax advisor regarding the taxation of these options.

 Nonstatutory Stock Options

       With respect to  nonstatutory  stock options,  no income is recognized by
you at the time the option is granted.  Generally, at exercise,  ordinary income
is  recognized  by you in an amount equal to the  difference  between the option
exercise  price paid for the shares and the fair  market  value of the shares on
the date of exercise, and we are entitled to a tax deduction in the same amount.
Upon  disposition  of the shares by you,  any gain or loss is treated as capital
gain or  loss.  If you  were  an  employee  at the  time of  grant,  any  income
recognized upon exercise of a nonstatutory  stock option will  constitute  wages
for which withholding will be required.

Capital Gain

       Capital gains are grouped and netted by holding periods. Net capital gain
on assets held for 12 months or less is taxed currently at your highest marginal
income  tax rate.  Net  capital  gain on assets  held for more than 12 months is
taxed  currently  at a maximum  federal  rate of 20%.  Capital  losses are first
allowed  in full  against  capital  gains  and then up to $3,000  against  other
income.

           ADDITIONAL CONSIDERATIONS APPLICABLE TO SECTION 16 INSIDERS

       If you are a Section 16  Insider,  you are  advised  to consult  with our
General  Counsel and with your own  personal  advisor  regarding  reporting  and
liability under Section 16 with respect to your transactions under the Plan.



<PAGE>


                     INCORPORATION OF DOCUMENTS BY REFERENCE

       The following  documents  and  information  we previously  filed with the
Securities and Exchange  Commission  are  incorporated  into this  Prospectus by
reference:

       (1)    Our Annual Report on Form 10-K for the fiscal year ended  December
              31, 2000, filed pursuant to Section 13 of the Exchange Act.

       (2)    Our  Quarterly  Report on Form 10-Q for the quarter ended April 1,
              2001, filed pursuant to Section 13 of the Exchange Act.

       (3)    The description of our common stock set forth in our  Registration
              Statement on Form S-1, Registration Number 33-64704, filed on June
              21, 1993, as amended by Amendment Number 1 filed on July 12, 1993,
              Amendment  Number 2 filed on July 27, 1993, and Amendment Number 3
              filed  on  August  2,  1993  (which   Registration   Statement  is
              incorporated  by reference in our  Registration  Statement on Form
              8-A filed on June 18, 1993,  as amended by Amendment No. 1 to Form
              8-A filed on July 28, 1993,  and Amendment No. 2 to form 8-A filed
              on October  24,  1995,  filed  pursuant  to  Section  12(b) of the
              Exchange Act).

       All documents we have filed pursuant to Sections  13(a),  13(c),  14, and
15(d) of the Exchange Act,  after the date of this  Prospectus  and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining  unsold,  will
be deemed to be  incorporated  by reference in this Prospectus and to be part of
this Prospectus from the date of filing such documents.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>formagt.txt
<DESCRIPTION>EXHIBIT (D)(5) FORM OF STOCK OPTION AGREEMENT
<TEXT>


                                ACTEL CORPORATION

                             STOCK OPTION AGREEMENT

                                  June 1, 2001



        1.     Grant of Option. Actel Corporation, a California corporation (the
"Company"),  hereby  grants to the  Optionee  named in the  Notice of Grant (the
"Optionee") an option to purchase the total number of shares of Common Stock set
forth in the Notice of Grant (the  "Shares") at the exercise price per share set
forth in the  Notice of Grant  (the  "Exercise  Price"),  subject  to the terms,
definitions,  and provisions of the Plan  identified in the Notice of Grant (the
"Plan"), which is incorporated herein by reference,  this Stock Option Agreement
("Option  Agreement"),  and the Notice of Grant (the "Option").  As used herein,
"Notice of Grant"  means each Notice of Stock Option  Grant  incorporating  this
Option Agreement by reference. Unless otherwise defined herein, terms defined in
the Plan are used herein as defined in the Plan.

               If designated an Incentive Stock Option,   the Option is intended
to qualify as an Incentive  Stock Option,  as defined in Section 422 of the Code
("ISO"). However, even if the Option is designated an Incentive Stock Option, it
shall be treated as a  Nonqualified  Stock  Option  ("NQ") to the extent that it
exceeds the $100,000 rule of Code Section 422(d).

        2.     Exercise  of  Option.  The  Option  shall  be   exercisable,   in
accordance  with the Vesting  Schedule set out in the Noticeof  Grant  ("Vesting
Schedule") and with the provisions of the Plan, as follows:

               (a)  Right to Exercise.


                    (i)  The Option  may not be  exercised  for a fraction  of a
                         share.

                    (ii) In the event of Optionee's death, disability,  or other
                         termination of director, employee, or consultant status
                         with the Company,  the  exercisability of the Option is
                         governed by Sections 5, 6, and 7 below,  subject to the
                         limitation contained in subsection 2(a)(iii).

                    (iii)In no event  may the  Option  be  exercised  after  the
                         Expiration  Date  set  forth  in the  Notice  of  Grant
                         ("Expiration Date").

               (b)  Method of  Exercise.  The  Option  shall be  exercisable  by
                    written  notice (in the form  attached as Exhibit A),  which
                    shall state the election to exercise the Option,  the number
                    of Shares in respect of which the Option is being exercised,
                    and such  other  representations  and  agreements  as to the
                    holder's  investment  intent with  respect to such shares of
                    Common  Stock as may be required by the Company  pursuant to
                    the  provisions  of the Plan.  Such written  notice shall be
                    signed by the  Optionee  and shall be delivered in person or
                    by  certified  mail to the  Secretary  of the  Company.  The
                    written  notice  shall  be  accompanied  by  payment  of the
                    Exercise  Price.  The Option shall be deemed to be exercised
                    upon  receipt  by  the  Company  of  such   written   notice
                    accompanied by the Exercise Price.


                No Shares will be issued  pursuant to the  exercise of an Option
unless such issuance and such exercise shall comply with all relevant provisions
of law and the requirements of any stock exchange upon which the Shares may then
be listed. Assuming such compliance, for income tax purposes the Shares shall be
considered  transferred  to the  Optionee  on the date on which  the  Option  is
exercised with respect to such Shares.

        3.     Method  of  Payment.  The method of payment  for the Shares to be
issued  upon  exercise  of an  Option  may  consist  entirely  of  cash,  check,
promissory  note,  other  Shares of Common  Stock owned by the Optionee for more
than six months on the date of surrender  having 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,  delivery of a properly executed 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  Sections  408 and 409 of the  California
General Corporation Law.

        4.     Restrictions on Exercise.  The Option may not be exercised until
such time as the Plan has been approved by the  shareholders of the Company,  or
if the  issuance of such  Shares upon such  exercise or the method of payment of
consideration  for such Shares would  constitute  a violation of any  applicable
federal or state securities or other law or regulation, including any rule under
Part  207 of Title 12 of the Code of  Federal  Regulations  ("Regulation  U") as
promulgated by the Federal  Reserve Board. As a condition to the exercise of the
Option, the Company may require Optionee to make any representation and warranty
to the Company as may be required by any applicable law or regulation.

        5.     Termination  of  Relationship.  In the event  of  termination  of
Optionee's Continuous Status as a Director,  Employee,  or Consultant,  Optionee
may, to the extent  otherwise so entitled at the date of such  termination  (the
"Termination  Date"),  exercise  the  Option for 30 days  after  termination  of
Continuous Status as a Director,  Employee, or Consultant,  except as set out in
Sections 6 and 7 of this Option  Agreement below (but in no event later than the
Expiration  Date).  To the extent that Optionee was not entitled to exercise the
Option at the  Termination  Date,  or if Optionee  does not  exercise the Option
within the time specified herein, the Option shall terminate.

        6.     Disability of Optionee. Notwithstanding the provisions of Section
5 above, in the event a Director,  Employee, or Consultant is unable to continue
his Continuous Status as a Director,  Employee, or Consultant 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 months (or such other
period of time not exceeding 12 months as is determined by the Board at the time
of grant of the Option) from the  Termination  Date,  exercise the Option to the
extent he or she was entitled to exercise it at the Termination Date (or to such
greater  extent as the Board may provide).  To the extent that he or she was not
entitled to exercise the Option at the  Termination  Date,  or if he or she does
not exercise such Option (to the extent  exercisable)  within the time specified
herein, the Option shall terminate.

        7.     Death of Optionee.  Notwithstanding  the  provisions of Section 5
above,  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 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.

        8.     Non-Transferability of Option. The Option may  not be transferred
in any manner  otherwise than by will or by the laws of descent or  distribution
and may be exercised  during the lifetime of Optionee only by him or her without
the  prior  written  consent  of the  Administrator.  The  terms of this  Option
Agreement   shall  be  binding  upon  the  executors,   administrators,   heirs,
successors, and assigns of the Optionee.

        9.     Term of Option.  The Option may be exercised  only in  accordance
with the Plan and the terms of this  Option  Agreement,  and in no event may the
Option be exercised after the Expiration Date.

        10.    Tax  Consequences.  Set forth below is a brief  summary as of the
date of this Option  Agreement of some of the federal and state tax consequences
of  exercise  of the Option  and  disposition  of the  Shares.  THIS  SUMMARY IS
NECESSARILY INCOMPLETE,  AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE  EXERCISING THE OPTION OR DISPOSING
OF THE SHARES.

              (a)     Exercise of ISO. If the Option  qualifies as an ISO, there
         will be no regular  federal  income tax  liability  or state income tax
         liability upon the exercise of the Option, although the excess, if any,
         of the fair market value of the Shares on the date of exercise over the
         Exercise  Price  will be treated as an  adjustment  to the  alternative
         minimum tax for federal tax  purposes  and may subject the  Optionee to
         the alternative minimum tax in the year of exercise.

              (b)     Exercise of Nonqualified  Stock Option. If the Option does
         not  qualify  as an ISO,  there may be a  regular  federal  income  tax
         liability  and state  income tax  liability  upon the  exercise  of the
         Option.  The Optionee will be treated as having  received  compensation
         income (taxable at ordinary  income tax rates) equal to the excess,  if
         any,  of the fair  market  value of the Shares on the date of  exercise
         over the Exercise Price.  If Optionee is an employee,  the Company will
         be required to withhold from  Optionee's  compensation  or collect from
         Optionee and pay to the applicable  taxing  authorities an amount equal
         to a percentage of this compensation income at the time of exercise.

              (c)     Disposition of Shares. In the case of an NQ, if Shares are
         held for at least one year,  any gain  realized on  disposition  of the
         Shares will be treated as long-term  capital gain for federal and state
         income  tax  purposes.  In the case of an ISO,  if  Shares  transferred
         pursuant  to the Option  are held for at least one year after  exercise
         and are  disposed  of at least two years  after the Date of Grant,  any
         gain  realized  on  disposition  of the Shares  will also be treated as
         long-term  capital gain for federal and state income tax  purposes.  If
         Shares  purchased  under an ISO are  disposed of within  such  one-year
         period or within two years after the Date of Grant,  any gain  realized
         on such disposition will be treated as compensation  income (taxable at
         ordinary  income  rates) to the extent of the  difference  between  the
         Exercise Price and the lesser of the fair market value of the Shares on
         the date of exercise or the sale price of the Shares.

              (d)     Notice of Disqualifying  Disposition of ISO Shares. If the
         Option  granted to Optionee  herein is an ISO, and if Optionee sells or
         otherwise disposes of any of the Shares acquired pursuant to the ISO on
         or before  the later of (i) the date two years  after the Date of Grant
         and  (ii)  the  date one year  after  transfer  of such  Shares  to the
         Optionee  upon  exercise of the ISO,  the  Optionee  shall  immediately
         notify the Company in writing of such disposition.


               Optionee  agrees  that  Optionee  may be  subject  to income  tax
withholding by the Company on the compensation income recognized by the Optionee
from the early  disposition  by payment in cash or out of the  current  earnings
paid to the Optionee.

        11.    Successors  and Assigns.    The  Company  may  assign  any of its
rights  under this Option  Agreement  to single or multiple  assignees,  and the
rights and obligations of the Company under this Option Agreement shall inure to
the benefit of and be binding  upon the  successors  and assigns of the Company.
Subject to the restrictions on transfer set forth herein,  this Option Agreement
shall be inure to the  benefit of and be binding  upon  Optionee  and his or her
heirs, executors, administrators, successors, and assigns.

        12.    Interpretation.  Any dispute regarding the interpretation of this
Option Agreement,  including the Plan or the Notice of Grant incorporated herein
by reference,  shall be submitted by Optionee or by the Company to the Company's
Board of  Directors or the  committee  thereof that  administers  the Plan.  The
resolution of such dispute by the Board or committee  shall be final and binding
on the Company and on Optionee.

        13.    Governing Law;  Severability.  This  Option Agreement,  including
the Plan and the  Notice of Grant  incorporated  herein by  reference,  shall be
governed  by  and  construed  in  accordance  with  the  laws  of the  State  of
California, excluding the body of law pertaining to conflicts of law. Should any
provision of this Option Agreement be determined by a court of law to be illegal
or unenforceable,  the other provisions shall nevertheless  remain effective and
shall remain enforceable.

        14.    Notices.  Any notice  required  or  permitted  hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery or
upon deposit in the United States mail, with postage and fees prepaid, addressed
to the other party at its address as shown below  beneath its  signature,  or to
such other  address as such party may  designate in writing from time to time to
the other party.

        15.    Entire Agreement. This Option Agreement,   including the Plan and
the Notice of Grant  incorporated  herein by reference,  constitutes  the entire
agreement of the parties,  and supersedes all prior  undertakings and agreements
of the Company and Optionee, with respect to the subject matter hereof.







<PAGE>


                                    EXHIBIT A

                                ACTEL CORPORATION

                          STOCK OPTION EXERCISE NOTICE



        1.     Exercise of Option. Effective as of today, _____________________,
_____, the undersigned  ("Optionee") hereby elects to exercise Optionee's option
to purchase  __________________  shares of the Common  Stock (the  "Shares")  of
Actel  Corporation  (the  "Company")  under and  pursuant  to the  Stock  Option
Agreement  dated  July 1, 1999 (the  "Option  Agreement"),  the  Notice of Stock
Option Grant  ("Notice of Grant")  relating to grant  number  __________________
(the "Option"), and the plan referenced in the Notice of Grant (the "Plan"). The
purchase price for the Shares shall be  $__________________,  as required by the
Notice of Grant and the Option Agreement.

        2.     Delivery of Payment.  Purchaser  herewith delivers to the Company
the full purchase price for the Shares.


        3.      Representations  of  Purchaser.   Purchaser   acknowledges  that
Purchaser has received, read, and understood the Plan, the Option Agreement, and
the  Notice  of Grant  and  agrees  to abide by and be bound by their  terms and
conditions.

        4.     Rights as  Shareholder.  Until the stock  certificate  evidencing
such Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), 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.

        5.     Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax  consequences as a result of Purchaser's  purchase or disposition of
the Shares.  Purchaser  represents  that  Purchaser has  consulted  with any tax
consultants  Purchaser  deems  advisable  in  connection  with the  purchase  or
disposition  of the Shares and that  Purchaser is not relying on the Company for
any tax advice.

        6.     Income Tax  Withholding.  Optionee  agrees that  Optionee  may be
subject to income tax  withholding  by the  Company on the  compensation  income
recognized by the Optionee from the early  disposition by payment in cash or out
of the current earnings paid to the Optionee.

        7.     Further  Instruments.  The parties  agree to execute such further
instruments  and to take such further  action as may be reasonable  necessary to
carry out the purposes and intent of this Exercise Notice,  the Plan, the Option
Agreement, and the Notice of Grant.

        8.     Entire  Agreement;  Governing Law;  Successors  and Assigns.  The
Plan, the Option Agreement,  and the Notice of Grant are incorporated  herein by
this reference.  This Exercise Notice,  the Plan, the Option Agreement,  and the
Notice of Grant  constitute the entire  agreement of the parties,  and supersede
all prior undertakings and agreements of the Company and Optionee,  with respect
to the subject matter hereof;  are governed by California  law,  except for that
body of law pertaining to conflict of laws; and,  subject to any restrictions on
transfer  set  forth in the  Plan or the  Option  Agreement,  are  binding  upon
Optionee  and  his or her  heirs,  executors,  administrators,  successors,  and
assigns.



Submitted by:                              Received and Accepted by:

             OPTIONEE:                           ACTEL CORPORATION




                                           By:
---------------------------------------       ----------------------------------
           (Signature)
                                           Name:
                                                --------------------------------
                                           Title:
---------------------------------------          -------------------------------
           (Print Name)                    Date:
                                                --------------------------------

Address:                                   Address:

---------------------------------------    955 East Arques Avenue
---------------------------------------    Sunnyvale, California  94086
---------------------------------------
</TEXT>
</DOCUMENT>
</SUBMISSION>
