
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.



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                           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.
