
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.


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       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."



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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.
