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

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

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended April 6, 2003

                                       OR

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

Commission file number 0-21970

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

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

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

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

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

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

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

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes    X     No


     Number  of  shares  of  Common  Stock  outstanding  as  of  May  19,  2003:
24,541,325.



<PAGE>





                         PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

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

<TABLE>
<CAPTION>

                                                                                        Three Months Ended
                                                                               --------------------------------------
                                                                                  Apr. 6,      Apr. 7,       Jan. 5,
                                                                                   2003         2002          2003
                                                                               ----------    ----------    ----------
<S>                                                                            <C>           <C>           <C>
Net revenues............................................................       $   34,341    $   33,060    $   34,103
Costs and expenses:
   Cost of revenues.....................................................           14,729        12,784        13,512
   Research and development.............................................            9,513         9,737        10,135
   Selling, general, and administrative.................................           11,032        10,711        10,726
   Amortization of acquisition-related intangibles...................                 681           681           681
                                                                               ----------    ----------    ----------
         Total costs and expenses.......................................           35,955        33,913        35,054
                                                                               ----------    ----------    ----------
Loss from operations....................................................           (1,614)         (853)         (951)
Interest income and other, net of expense...............................              992         1,488           858
Losses on sales and write-downs of equity investments...................                -          (123)       (2,574)
                                                                               ----------    ----------    ----------
(Loss) income before tax (benefit) provision............................             (622)          512        (2,667)
Tax (benefit) provision.................................................             (853)          117          (836)
                                                                               ----------    ----------    ----------
Net income (loss).......................................................       $      231    $      395    $   (1,831)
                                                                               ==========    ==========    ==========
Net income (loss) per share:
   Basic................................................................       $     0.01    $     0.02    $    (0.08)
                                                                               ==========    ==========    ==========
   Diluted..............................................................       $     0.01    $     0.02    $    (0.08)
                                                                               ==========    ==========    ==========

Shares used in computing net income (loss) per share:
   Basic................................................................           24,338        24,170        24,126
                                                                               ==========    ==========    ==========
   Diluted..............................................................           25,087        25,388        24,126
                                                                               ==========    ==========    ==========

</TABLE>


       See Notes to Unaudited Consolidated Condensed Financial Statements

<PAGE>


                                ACTEL CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                            (unaudited, in thousands)
<TABLE>
<CAPTION>


                                                                                              Apr. 6,        Jan. 5,
                                                                                               2003           2003*
                                                                                           ------------  ------------
                                     ASSETS
<S>                                                                                        <C>           <C>
Current assets:
   Cash and cash equivalents...........................................................    $     14,302  $     18,207
   Short-term investments..............................................................         124,486       115,622
   Accounts receivable, net............................................................          17,982        17,615
   Inventories, net....................................................................          32,873        34,591
   Deferred income taxes...............................................................          23,439        28,054
   Prepaid expenses and other current assets...........................................           4,546         4,968
                                                                                           ------------  ------------
         Total current assets..........................................................         217,628       219,057
Property and equipment, net............................................................          16,630        16,204
Goodwill, net..........................................................................          32,142        32,142
Other assets, net......................................................................          26,490        25,918
                                                                                           ------------  ------------
                                                                                           $    292,890  $    293,321
                                                                                           ============  ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable....................................................................    $      9,607  $     11,500
   Accrued salaries and employee benefits..............................................           5,203         7,280
   Other accrued liabilities...........................................................           3,760         3,879
   Deferred income on shipments to distributors........................................          26,582        26,459
                                                                                           ------------  ------------
         Total current liabilities.....................................................          45,152        49,118
Deferred compensation plan liability...................................................           1,926         1,889
                                                                                           ------------  ------------
         Total liabilities.............................................................          47,078        51,007
Commitments and contingencies
Shareholders' equity:
   Common stock........................................................................              24            24
   Additional paid-in capital..........................................................         171,750       168,428
   Retained earnings ..................................................................          73,521        73,290
   Unearned compensation cost .........................................................            (145)         (179)
   Accumulated other comprehensive income .............................................             662           751
                                                                                           ------------  ------------
         Total shareholders' equity....................................................         245,812       242,314
                                                                                           ------------  ------------
                                                                                           $    292,890  $    293,321
                                                                                           ============  ============

</TABLE>

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

*    Derived from the consolidated  audited financial statements included in our
     report  on  Form  10-K  for  the  fiscal   year  ended   January  5,  2003.


       See Notes to Unaudited Consolidated Condensed Financial Statements

<PAGE>


                                ACTEL CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            (unaudited, in thousands)
<TABLE>
<CAPTION>


                                                                                               Three Months Ended
                                                                                           --------------------------
                                                                                              Apr. 6,       Apr. 7,
                                                                                               2003          2002
                                                                                           ------------  ------------
<S>                                                                                        <C>           <C>
Operating activities:
    Net income.........................................................................    $        231  $        395
    Adjustments to reconcile net income to net cash provided by (used in) operating
       activities:
       Depreciation and amortization...................................................           2,606         2,529
       Stock compensation cost recognized..............................................              34            34
       Changes in operating assets and liabilities:
          Accounts receivable..........................................................            (367)       (3,487)
          Inventories..................................................................           1,718          (738)
          Deferred income taxes........................................................           5,036            26
          Prepaid expenses and other current assets....................................            (182)         (873)
          Accounts payable, accrued salaries and employee benefits, and other accrued
              liabilities..............................................................          (5,038)       (1,312)
          Deferred income on shipments to distributors.................................             123          (419)
                                                                                           ------------  ------------
    Net cash provided by (used in) operating activities................................           4,161        (3,845)
Investing activities:
    Purchases of property and equipment................................................          (2,351)       (1,989)
    Purchases of available-for-sale securities.........................................         (45,657)      (33,749)
    Sales and maturities of available for sale securities..............................          36,645        36,763
    Changes in other long term assets..................................................             (25)          103
                                                                                           ------------  ------------
    Net cash provided by (used in) investing activities................................         (11,388)        1,128
Financing activities:
    Common stock issuance under employee stock plans...................................           3,322         2,571
                                                                                           ------------  ------------
    Net cash provided by financing activities..........................................           3,322         2,571
Net decrease in cash and cash equivalents..............................................          (3,905)         (146)
Cash and cash equivalents, beginning of period.........................................          18,207         7,912
                                                                                           ------------  ------------
Cash and cash equivalents, end of period...............................................    $     14,302         7,766
                                                                                           ============  ============
Supplemental disclosures of cash flow information and non-cash investing and
    financing activities:
Cash (received)/paid during the period for taxes.......................................          (4,926)         (382)

</TABLE>



       See Notes to Unaudited Consolidated Condensed Financial Statements

<PAGE>


                                ACTEL CORPORATION

         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.   Basis of Presentation and Summary of Significant Accounting Policies

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

     Actel  Corporation  and its  consolidated  subsidiaries  are referred to as
"we," "us," or "our." The discussion and analysis of our financial condition and
results  of  operations  are based  upon our  unaudited  consolidated  condensed
financial  statements,  which have been prepared in accordance  with  accounting
principles for interim  financial  statements  generally  accepted in the United
States.  The  preparation  of these  financial  statements  requires  us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues,  and  expenses and the related  disclosure  of  contingent  assets and
liabilities.  The United States  Securities  and Exchange  Commission  (SEC) has
defined  the  most  critical  accounting  policies  as the  ones  that  are most
important to the  portrayal of an issuer's  financial  condition and results and
require management to make its most difficult and subjective judgments, often as
a result of the need to make estimates of matters that are inherently uncertain.
Based upon this definition,  our most critical  policies  include:  inventories;
impairment of investments in other  companies;  intangible  assets and goodwill;
income taxes; and legal matters. We base our estimates on historical  experience
and on various other  assumptions  that are believed to be reasonable  under the
circumstances,  the results of which form the basis for making  judgments  about
the carrying values of assets and liabilities that are not readily apparent from
other sources.  Actual results may differ  materially from these  estimates.  We
also  have  other  key  accounting  policies,   such  as  policies  for  revenue
recognition  and  accounts  receivable.  These  other  policies  either  do  not
generally require us to make estimates and judgments that are as difficult or as
subjective,  or are less  likely  to have a  material  impact  on our  financial
condition  or results of  operations  for a given  period.  Further  information
regarding  all of  these  policies,  as  well  as the  estimates  and  judgments
involved,  was  disclosed  in our Annual  Report on Form 10-K for the year ended
January 5, 2003 (2002 Form 10-K).  During the quarter ended April 6, 2003, there
were no  significant  changes  to any  critical  accounting  policies  or to the
related estimates and judgments involved in applying these policies.

     The  unaudited  consolidated  condensed  financial  statements  include our
accounts  and  our  wholly  owned  subsidiaries.  All  significant  intercompany
accounts and  transactions  have been eliminated on  consolidation.  The interim
financial  statements  should be read in conjunction with the audited  financial
statements  included in our 2002 Form 10-K.  The results of  operations  for the
quarter ended April 6, 2003, are not necessarily  indicative of results that may
be expected for the entire fiscal year, which ends January 4, 2004.

     Income Taxes

     We account for income taxes in  accordance  with SFAS No. 109,  "Accounting
for Income  Taxes," which  requires that deferred tax assets and  liabilities be
recognized  using  enacted  tax rates for the  effect of  temporary  differences
between the book and tax bases of recorded assets and liabilities.  SFAS No. 109
also requires that deferred tax assets be reduced by a valuation allowance if it
is more likely than not that some or all of the  deferred tax assets will not be
realized.  We evaluate  annually the realizability of our deferred tax assets by
assessing our  valuation  allowance  and, if necessary,  we adjust the amount of
such allowance. The factors used to assess the likelihood of realization are our
forecast of future  taxable  income and available tax planning  strategies  that
could be implemented to realize the net deferred tax assets.


<PAGE>


                                ACTEL CORPORATION

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


     At April 6, 2003,  we had a net deferred tax asset of $37.3  million  after
consideration of deferred tax liabilities and a valuation allowance. In order to
fully  utilize the $37.3 million of deferred tax assets,  taxable  income in the
amount of  approximately  $123  million  must be earned in future  periods.  For
proper valuation of deferred tax assets under SFAS No. 109 in situations where a
company has incurred a three-year  cumulative loss before taxes in recent years,
significant  negative  evidence is considered to exist in the  evaluation of the
company's  ability to generate  future taxable income.  In evaluating  available
positive  evidence,  expectations  of future  taxable income on an extended time
horizon  are rarely  sufficient  to  overcome  the  negative  evidence of recent
cumulative  losses.  Failure to achieve  positive  taxable  income in 2003 would
result in a  cumulative  three  year loss  before  tax,  which  would  result in
significant  negative evidence under SFAS No. 109 regarding the realizability of
our net  deferred  tax  assets  and  would  probably  result in  additional  tax
provisions  being  recorded on the income  statement  in 2003.  Factors that may
affect our ability to achieve sufficient  forecasted taxable income include, but
are not limited to, increased  competition,  a decline in sales or margins, loss
of market share, delays in product availability, and technological obsolescence.

     Product Warranty

     Our product warranty accrual includes  specific  accruals for known product
issues and an accrual  for an  estimate of  incurred  but  unidentified  product
issues based on historical  activity.  Due to effective  product testing and the
short time between product  shipment and the detection and correction of product
failures,  the warranty  accrual  based on  historical  activity and the related
expense for known  product  issues were not  significant  as of or for the first
quarter of 2003 and the fourth and first quarters of 2002.

2.   Impact of Recently Issued Accounting Standards

     In  January  2003,  the  FASB  issued   Interpretation  No.  46  (FIN  46),
"Consolidation of Variable  Interest  Entities," an interpretation of Accounting
Research  Bulletin (ARB) No. 51,  "Consolidated  Financial  Statements."  FIN 46
establishes  accounting guidance for consolidation of a variable interest entity
(VIE),  formerly referred to as special purpose entities.  A VIE is an entity in
which the equity  investors  do not have a  controlling  interest  or the equity
investment at risk is  insufficient to finance the entity's  activities  without
receiving additional  subordinated financial support from the other parties. FIN
46 applies to any  business  enterprise,  both  public and  private,  that has a
controlling interest,  contractual relationship,  or other business relationship
with a VIE. FIN 46 provides guidance for determining when an entity, the Primary
Beneficiary, should consolidate another entity, a VIE, that functions to support
the activities of the Primary Beneficiary.  By June 15, 2003,  corporations must
fully  consolidate  assets and liabilities  covered by FIN 46 in their financial
statements.  Full disclosure,  as well as consolidation,  if applicable,  of any
newly created  agreements  after January 31, 2003,  must begin  immediately.  We
believe that we do not  currently  have any  contractual  relationship  or other
business  relationship  with a VIE and  therefore  the adoption of FIN 46 is not
expected to have any effect on our consolidated financial position or results of
operations.

3.   Goodwill and Other Acquisition-Related Intangibles

     During 1999 and 2000,  we completed  the  acquisitions  of AutoGate  Logic,
Inc., Prosys Technology,  Inc. (Prosys), and GateField Corporation  (GateField),
resulting in a significant amount of goodwill and identified  intangible assets.
At April 6 and January 5, 2003,  we had $32.1  million of net  goodwill.  At the
beginning of 2002, we adopted Statement of Financial Accounting Standards (SFAS)
No. 142, "Accounting for the Impairment of Disposal of Long-Lived Assets," which
addresses the  financial  accounting  and  reporting  standards for goodwill and
other intangible assets subsequent to their acquisition.  This standard requires
that  goodwill  no longer be  amortized,  and  instead be tested for  impairment
annually  or more  frequently  if certain  events or  changes  in  circumstances
indicate that the carrying value may not be recoverable. We completed our annual
goodwill  impairments tests as of January 5, 2003, and noted no impairment.  Our
next annual impairment test will be performed in the fourth quarter of 2003.


<PAGE>


                                ACTEL CORPORATION

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


     At April 6, 2003, we have definite  lived  intangible  assets  arising from
prior  business  acquisitions  with a net book value of $6.6 million,  which are
being  amortized  on a  straight  line  basis over  their  estimated  lives.  In
accordance  with SFAS No.  144, we  recognize  impairment  losses on  long-lived
assets when indicators of impairment are present and the undiscounted cash flows
estimated  to be  generated  by those assets are less than the net book value of
those  assets.  The  impairment  loss, if any, is measured by comparing the fair
value of the asset to its carrying value. Fair value is based on discounted cash
flows using present  value  techniques  identified  in SFAS No. 144.  Currently,
there are no indicators of impairment that indicate that fair value is less than
the  carrying  value and would  require  us to write the asset  down to its fair
value.

     We made no  acquisitions  of intangible  assets during the first quarter of
2003.  Identified  intangible  assets  as of April  6,  2003,  consisted  of the
following:
<TABLE>
<CAPTION>

                                                                                  Gross     Accumulated
                                                                                 Assets    Amortization       Net
                                                                               ----------  ------------    ----------
<S>                                                                            <C>          <C>            <C>
                                                                                           (in thousands)
Acquisition-related developed technology................................       $   11,454    $   (5,825)   $    5,629
Other acquisition-related intangibles...................................            2,600        (1,764)          836
Acquired patents........................................................              516          (418)           98
                                                                               ----------    ----------    ----------
         Total identified intangible assets.............................       $   14,570    $   (8,007)   $    6,563
                                                                               ==========    ==========    ==========
</TABLE>


Identified intangible assets as of January 5, 2003, consisted of the following:

<TABLE>
<CAPTION>

                                                                                  Gross     Accumulated
                                                                                 Assets    Amortization       Net
                                                                               ----------  ------------    ----------
<S>                                                                            <C>          <C>            <C>
                                                                                           (in thousands)
Acquisition-related developed technology................................       $   11,454    $   (5,253)   $    6,201
Other acquisition-related intangibles...................................            2,600        (1,681)          919
Acquired patents........................................................              516          (392)          124
                                                                               ----------    ----------    ----------
         Total identified intangible assets.............................       $   14,570    $   (7,326)   $    7,244
                                                                               ==========    ==========    ==========
</TABLE>

     All of our  identified  intangible  assets  are  subject  to  amortization.
Amortization of identified intangibles included the following:

<TABLE>
<CAPTION>

                                                                                        Three Months Ended
                                                                               --------------------------------------
                                                                                 Apr. 6,       Apr. 7,       Jan. 5,
                                                                                  2003          2002          2003
                                                                               ----------    ----------    ----------
<S>                                                                            <C>           <C>           <C>
                                                                                           (in thousands)
Acquisition-related developed technology................................       $      572    $      572    $      572
Other acquisition-related intangibles...................................               83            83            83
Acquired patents........................................................               26            26            26
                                                                               ----------    ----------    ----------
         Total amortization expense.....................................       $      681    $      681    $      681
                                                                               ==========    ==========    ==========
</TABLE>

Based on the carrying value of identified intangible assets recorded at April 6,
2003, and assuming no subsequent impairment of the underlying assets, the annual
amortization  expense is expected to be $2.7 million for 2003,  $2.7 million for
2004,      $1.9     million     for     2005,      and     none      thereafter.


<PAGE>


                                ACTEL CORPORATION

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


4.   Inventories

     Inventories consist of the following:
<TABLE>
<CAPTION>

                                                                                             Apr. 6,        Jan. 5,
                                                                                              2003           2003
                                                                                           ------------  ------------
<S>                                                                                        <C>           <C>
                                                                                                 (in thousands)
Inventories:
   Purchased parts and raw materials...................................................    $      3,764  $      4,066
   Work-in-process.....................................................................          25,249        26,484
   Finished goods......................................................................           3,860         4,041
                                                                                           ------------  ------------
                                                                                           $     32,873  $     34,591
                                                                                           ============  ============
</TABLE>

Inventory is stated at the lower of cost  (first-in,  first-out)  or market (net
realizable  value). We believe that a certain level of inventory must be carried
to maintain an adequate  supply of product for customers.  This inventory  level
may vary based upon either orders received from customers or internal  forecasts
of demand for these  products.  Other  considerations  in determining  inventory
levels  include  the stage of products  in the  product  life cycle,  design win
activity,  manufacturing lead times, customer demands,  strategic  relationships
with foundries,  and competitive  situations in the  marketplace.  Should any of
these  factors have a result  other than  anticipated,  inventory  levels may be
adversely affected.


     We write down our  inventory  for estimated  obsolescence  or  unmarketable
inventory  equal  to the  difference  between  the  cost  of  inventory  and the
estimated realizable value based upon assumptions about future demand and market
conditions. To address this difficult, subjective, and complex area of judgment,
we apply a methodology that includes  assumptions and estimates to arrive at the
net realizable value.  First, we identify any inventory that has been previously
reserved  in  prior  periods.   This  inventory  remains  reserved  until  sold,
destroyed, or otherwise  dispositioned.  Second, our quality assurance personnel
examine  inventory  line  items that may have some form of  obsolescence  due to
non-conformance  with electrical or mechanical  standards.  Third, we assess the
inventory not otherwise  identified to be reserved  against  product history and
forecasted demand, typically six months. Finally, the result of this methodology
is analyzed by us in light of the product life cycle,  design win activity,  and
competitive  situations in the  marketplace to derive an outlook for consumption
of the inventory and the  appropriateness of the resulting  inventory levels. If
actual future demand or market  conditions are less favorable than those we have
projected, additional inventory write-downs may be required.


<PAGE>


                                ACTEL CORPORATION

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


5.   Earnings Per Share

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

                                                                                        Three Months Ended
                                                                             ----------------------------------------
                                                                               Apr. 6,       Apr. 7,       Jan. 5,
                                                                                 2003          2002          2003
                                                                             ------------    ----------    ----------
                                                                             (in thousands, except per share amounts)
<S>                                                                            <C>           <C>           <C>

Basic:
Average common shares outstanding.......................................           24,338        24,170        24,126
Shares used in computing net income per share...........................           24,338        24,170        24,126
                                                                               ==========    ==========    ==========
Net income (loss).......................................................       $      231    $      395    $   (1,831)
                                                                               ==========    ==========    ==========
Net income (loss) per share.............................................       $     0.01    $     0.02    $    (0.08)
                                                                               ==========    ==========    ==========

Diluted:
Average common shares outstanding.......................................           24,338        24,170        24,126
Net effect of dilutive stock options - based on the treasury stock method             749         1,218             -
                                                                               ----------    ----------    ----------
Shares used in computing net income per share...........................           25,087        25,388        24,126
                                                                               ==========    ==========    ==========
Net income (loss).......................................................       $      231    $      395    $   (1,831)
                                                                               ==========    ==========    ==========
Net income (loss) per share.............................................       $     0.01    $     0.02    $    (0.08)
                                                                               ==========    ==========    ==========
</TABLE>

6.   Comprehensive Income (Loss)


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

                                                                                        Three Months Ended
                                                                               --------------------------------------
                                                                                 Apr. 6,       Apr. 7,       Jan. 5,
                                                                                  2003          2002          2003
                                                                               ----------    ----------    ----------
                                                                                          (in thousands)
<S>                                                                            <C>           <C>           <C>
Net income (loss).......................................................       $      231    $      395    $   (1,831)
Unrealized gain (loss) on available-for-sale securities                                78          (406)          140
Less reclassification adjustment for gains included in net income (loss)             (167)          (15)           (3)
                                                                               ----------    ----------    ----------
Other comprehensive income (loss).......................................              (89)         (421)          137
                                                                               ----------    ----------    ----------
Total comprehensive income (loss).......................................       $      142    $      (26)   $   (1,694)
                                                                               ==========    ==========    ==========
</TABLE>

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



<PAGE>


                                ACTEL CORPORATION

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


7.   Significant Events

     During  the first  quarter  of 2003,  we signed a  ten-year  $27.4  million
non-cancelable  lease for our  principal  facilities  and  executive  offices in
Mountain View, California. The new lease agreement expires in 2014.

     During the first quarter of 2003,  we also  consolidated  our  distribution
channel in by terminating our agreement with Pioneer, leaving Unique as our sole
distributor in North America.  The loss of Unique as a distributor  could have a
materially adverse effect on our business,  financial  condition,  or results of
operations.

8.   Stock Based Compensation

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation  - Transition  and  Disclosure  an Amendment of FASB  Statement No.
123." SFAS No. 148 provides  alternative  methods of  transition  for  companies
making  a  voluntary  change  to fair  value-based  accounting  for  stock-based
employee  compensation.  We continue to account for our stock option plans under
the intrinsic value  recognition  and measurement  principles of APB Opinion No.
25,  "Accounting  for Stock Issued to Employees,"  and related  Interpretations.
Effective for interim  periods  beginning  after December 15, 2002, SFAS No. 148
also  requires  disclosure of pro-forma  results on a quarterly  basis as if the
company had applied the fair value recognition provisions of SFAS No. 123.

     As the exercise price of all options granted under these plans was equal to
the  market  price  of the  underlying  common  stock  on  the  grant  date,  no
stock-based   employee   compensation   cost,  other  than   acquisition-related
compensation,  is recognized in net income.  The following table illustrates the
effect on net income and  earnings  per share if we had  applied  the fair value
recognition provisions of SFAS No. 123, as amended, to options granted under the
stock option plans and under our Employee Stock Purchase  Program,  collectively
called "options." For purposes of this pro-forma disclosure, the estimated value
of the  options  is  amortized  ratably  to expense  over the  options'  vesting
periods.  Because the estimated value is determined as of the date of grant, the
actual value ultimately realized by the employee may be significantly different.
Our pro forma information is as follows:
<TABLE>
<CAPTION>

                                                                                        Three Months Ended
                                                                             ----------------------------------------
                                                                               Apr. 6,       Apr. 7,       Jan. 5,
                                                                                 2003          2002          2003
                                                                             ------------    ----------    ----------
                                                                             (in thousands, except per share amounts)
<S>                                                                          <C>           <C>           <C>
Reported amounts under intrinsic value method:
Stock based employee compensation cost, net of related tax, included in
   net income...........................................................     $          0  $          0  $          0
Net income (loss).......................................................     $        231  $        395  $     (1,831)
Earnings per share:
   Basic................................................................     $       0.01  $       0.02  $      (0.08)
   Diluted..............................................................     $       0.01  $       0.02  $      (0.08)

Pro Forma amounts under fair value method:
Pro Forma stock based employee compensation cost, net of related tax....     $      3,865  $      5,328  $      4,475
Pro forma net income (loss).............................................     $     (3,634) $     (4,933) $     (6,306)
Pro forma earnings per share:
   Basic................................................................     $      (0.15) $      (0.20) $      (0.26)
   Diluted..............................................................     $      (0.15) $      (0.20) $      (0.26)
</TABLE>


<PAGE>


                                ACTEL CORPORATION

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


     SFAS No.  123  requires  the use of  option  pricing  models  that were not
developed  for  use  in  valuing  employee  stock  options.   The  Black-Scholes
option-pricing  model was  developed  for use in  estimating  the fair  value of
short-lived  exchange traded options that have no vesting  restrictions  and are
fully  transferable.  In addition,  option-pricing  models  require the input of
highly  subjective  assumptions,  including  the option's  expected life and the
price  volatility of the  underlying  stock.  Because our employee stock options
have characteristics  significantly  different from those of traded options, and
because changes in the subjective  input  assumptions can materially  affect the
fair value  estimate,  in our opinion,  the existing  models do not  necessarily
provide a reliable single measure of the fair value of employee stock options.


<PAGE>


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

     Actel  Corporation  and its  consolidated  subsidiaries  are referred to as
"we," "us," or "our." You should read the  information in this Quarterly  Report
on Form 10-Q with the Risk Factors at the end of Part I of our Annual  Report on
Form 10-K for the year ended January 5, 2003 (2002 Form 10-K).  Unless otherwise
indicated, the information in this Quarterly Report is given as of May 19, 2003,
and we  undertake  no  obligation  to update any of the  information,  including
forward-looking  statements.  {Forward-looking  statements  made  under the safe
harbor  provisions of the Private  Securities  Litigation Reform Act of 1995 are
bracketed}.  The Risk Factors  could cause actual  results to differ  materially
from those projected in the forward-looking statements.

Critical Accounting Policies

     Our  discussion  and  analysis of our  financial  condition  and results of
operations  is  based  upon  our  unaudited   consolidated  condensed  financial
statements,  which have been prepared in accordance with  accounting  principles
for interim financial  statements  generally  accepted in the United States. The
preparation  of these  financial  statements  requires us to make  estimates and
judgments that affect the reported amounts of assets, liabilities, revenues, and
expenses and the related  disclosure of contingent  assets and liabilities.  The
SEC has defined  the most  critical  accounting  policies as those that are most
important  to the  portrayal  of our  financial  condition  and results and also
require  us to make the most  difficult  and  subjective  judgments,  often as a
result of the need to make estimates of matters that are  inherently  uncertain.
Based upon this definition,  our most critical  policies  include:  inventories;
impairment of investments in other  companies;  intangible  assets and goodwill;
income taxes; and legal matters. We base our estimates on historical  experience
and on various  other  assumptions  that we believe to be  reasonable  under the
circumstances,  the results of which form the basis for making  judgments  about
the carrying values of assets and liabilities that are not readily apparent from
other sources.  Actual results may differ  materially from these  estimates.  In
addition,  if these estimates or their related assumptions change in the future,
it could result in material  expenses being recognized on the income  statement.
We also  have  other key  accounting  policies,  such as  policies  for  revenue
recognition  and  accounts  receivable.  These  other  policies  either  do  not
generally require us to make estimates and judgments that are as difficult or as
subjective,  or they are less likely to have a material  impact on our  reported
results of operations for a given period.  Further information  regarding all of
these policies, as well as the estimates and judgments involved,  were disclosed
in our 2002 Form 10-K.  During the quarter  ended  April 6, 2003,  there were no
significant  changes  to any  critical  accounting  policies  or to the  related
estimates and judgments involved in applying these policies.

Results of Operations

     Net Revenues

     Net  revenues  were  $34.3  million  for the first  quarter  of 2003,  a 1%
increase  from the  fourth  quarter  of 2002 and a 4%  increase  from the  first
quarter of 2002.  Quarterly  net revenues  increased  sequentially  due to a 26%
increase in unit shipments of field programmable gate arrays (FPGAs),  which was
partially offset by a 21% decrease in the overall average selling price (ASP) of
FPGAs. Quarterly net revenues increased from a year ago due to a 16% increase in
unit shipments and a 12% decrease in ASP. Unit volumes and ASP levels  fluctuate
primarily  because of changes in the mix of products sold. Our product portfolio
includes many  products  ranging from devices with lower ASPs,  which  typically
sell in higher  volumes,  to devices with higher ASPs,  which  typically sell in
lower volumes. Sales of military and aerospace products, which have higher ASPs,
made up a lower percentage of shipments in the first quarter of 2003 compared to
the first and fourth  quarters of 2002.  In addition,  sales to customers in the
consumer market (which  typically  purchase lower ASP devices in higher volumes)
constituted  a higher  percentage  of net revenues for the first quarter of 2003
compared to the first and fourth quarters of 2002. These two factors contributed
to the increase in units shipped and the decrease in ASP.

     Gross Margin

     Gross  margin  was  57.1% of net  revenues  for the first  quarter  of 2003
compared  with  60.4%  for the  fourth  quarter  of 2002 and 61.3% for the first
quarter of 2002. Gross margin for the first quarter of 2003 decreased due to the
shift in mix within  product  categories  as the revenue from the higher  margin
military and aerospace  products decreased from the first and fourth quarters of
2002 to the first  quarter  of 2003,  while  revenue  increased  from  other new
products  which are still  achieving  low margins.  New  products are  typically
introduced at  competitive  selling prices while the cost structure is optimized
over time to achieve higher margins.  If a new product  achieves a high level of
sales shortly after  introduction,  lower margins are generally  achieved in the
early stages as the cost structure continues to be optimized over time.

     We seek to  reduce  costs by  improving  wafer  yields,  negotiating  price
reductions  with  suppliers,  increasing the level and efficiency of our testing
and  packaging  operations,  achieving  economies  of scale  by means of  higher
production  levels,  and  increasing  the  number  of die  produced  per  wafer,
principally by shrinking the die size of our products. No assurance can be given
that these efforts will continue to be successful.  Our capability to shrink the
die  size of our  FPGAs  is  dependent  on the  availability  of  more  advanced
manufacturing  processes.  Due to the custom  steps  involved  in  manufacturing
antifuse and (to a lesser extent) flash FPGAs, we typically obtain access to new
manufacturing  processes later than our competitors using standard manufacturing
processes.


     Research and Development (R&D)

     R&D expenditures were $9.5 million,  or 28% of net revenues,  for the first
quarter of 2003 compared  with $10.1  million,  or 30% of net revenues,  for the
fourth  quarter  of 2002 and $9.7  million,  or 30% of  revenues,  for the first
quarter  of  2002.  R&D  spending  for  the  first  quarter  of  2003  decreased
sequentially due to lower spending for masks and prototype wafers.

     Selling, General, and Administrative (SG&A)

     SG&A expenses  were $11.0  million,  or 32% of net revenues,  for the first
quarter of 2003 compared  with $10.7  million,  or 31% of net revenues,  for the
fourth quarter of 2002 and $10.7 million, or 32% of net revenues,  for the first
quarter of 2002. The sequential  increase in SG&A spending for the first quarter
of 2003  was  due to  increased  legal  expenses  related  to the  drafting  and
negotiation of contracts and an increase in marketing expenses in support of our
ProASIC Plus and AX families.

     Amortization of Acquisition-Related Intangibles and Expenses

     Amortization  of  acquisition-related  intangibles  and  expenses  was $0.7
million for all periods  presented.  Due to the implementation of FAS No. 142 in
the first quarter of 2002, the amortization of goodwill was eliminated. See Note
3 of Notes to Unaudited  Consolidated Condensed Financial Statements for further
discussion of FAS No. 142 and 144.

     Interest Income and Other, Net

     Interest  income and other,  net was $1.0 million for the first  quarter of
2003 compared with $0.9 million for the fourth  quarter of 2002 and $1.5 million
for the first  quarter of 2002.  The  sequential  increase  resulted  from gains
realized in the first quarter of 2003 in our short-term investment accounts. The
lower  interest  rates  available in the market during the first quarter of 2003
was the primary  factor in the decrease in interest  income in the first quarter
of 2003, compared with the first quarter of 2002.

     Losses on Sales and Write-Downs of Equity Investments

     There were no losses on sales and write-downs of equity  investments in the
first  quarter of 2003  compared  with losses on sales and  write-downs  of $2.6
million for the fourth  quarter of 2002 and losses on sales $0.1 million for the
first  quarter  of 2002.  There were no sales of equity  investments  during the
first quarter of 2003 and  comparisons of fair values to our carrying values did
not suggest any impairment in our equity investments.  Comparisons of fair value
to carrying values did suggest  impairment of our equity  investments during the
fourth quarter of 2002, which resulted in the loss of $2.6 million in the fourth
quarter  of 2002.  The $0.1  million  loss in the first  quarter of 2002 was the
result of partial sales of a publicly traded equity investment.

     Tax Provision

     The tax benefit was $0.9  million  for the first  quarter of 2003  compared
with $0.8 million for the fourth quarter of 2002 and a provision of $0.1 million
for the first quarter of 2002. The $0.8 million tax credit for the first quarter
of 2003 is based on the  pre-tax  loss of $0.6  million  and the  impact  of tax
credits for research and development activities. The $0.8 million tax benefit in
the fourth  quarter of 2002 was based on a pre-tax  loss of $2.7  million  which
included  unrealized losses on equity investments of $2.6 million which were not
deductible in the fourth quarter of 2002 and did not impact the tax provision in
the fourth quarter of 2002.

     Our tax position is based on the  estimated  annual tax rate in  compliance
with  SFAS No.  109,  "Accounting  for  Income  Taxes."  Significant  components
affecting  the  effective  tax rate  include  federal R&D  credits,  income from
tax-exempt  securities,  the state  composite  rate, and  recognition of certain
deferred tax assets subject to valuation allowances.

Liquidity and Capital Resources

     Our cash, cash equivalents,  and short-term investments were $138.8 million
at the end of the first  quarter of 2003  compared  with  $133.8  million at the
beginning of the year.

     Cash provided by operating  activities was $4.2 million for the first three
months of 2003, compared with net use of $3.8 million for the first three months
of 2002.  The increase in cash provided by operations  resulted  primarily  from
changes in operating assets and liabilities that consumed less cash in the first
three  months  of 2003  than  in the  first  three  months  of  2002.  The  most
significant  changes in  operating  assets  that  consumed  less cash in 2003 or
provided cash were accounts  receivable,  which increased by $0.4 million in the
first  quarter of 2003  compared  with an increase of $3.5  million in the first
quarter of 2002;  deferred income taxes,  which decreased by $5.0 million in the
first  quarter  of 2003  due to a $5.0  million  tax  refund,  compared  with no
increase or decrease the first quarter of 2002; and inventories, which decreased
by $1.7 million in the first  quarter of 2003  compared with an increase of $0.7
million in the first quarter of 2002.  Cash was partially used in a reduction of
accounts  payable  and other short term  liabilities,  which  decreased  by $5.0
million  compared  with a decrease of $1.3 million in the first quarter of 2002.
The $5.0 million tax refund was a refund of taxes paid in prior years based on a
carry back of net operating losses generated in 2001.

     Capital  expenditures  were  $2.4  million  for the first  quarter  of 2003
compared with $2.0 million for the first quarter of 2002.  Sales of common stock
under  employee  stock  plans  provided  $3.3  million of cash  during the first
quarter of 2003 compared with $2.6 million for the first quarter of 2002.

     We meet all of our funding  needs for ongoing  operations  with  internally
generated  cash flows from  operations  and with  existing  cash and  short-term
investment  balances.  {We believe that existing  cash,  cash  equivalents,  and
short-term  investments,  together with cash generated from operations,  will be
sufficient to meet our cash  requirements for the next four quarters.} A portion
of available cash may be used for investment in or acquisition of  complementary
businesses,  products,  or  technologies.  Wafer  manufacturers  have  at  times
demanded  financial support from customers in the form of equity investments and
advance  purchase  price  deposits,  which in some cases have been  substantial.
Should we require additional  capacity,  we may be required to incur significant
expenditures to secure such capacity.

     We believe  that the  availability  of adequate  financial  resources  is a
substantial  competitive  factor.  To take  advantage of  opportunities  as they
arise,  or to withstand  adverse  business  conditions  when they occur,  it may
become prudent or necessary for us to raise additional  capital.  We monitor the
availability and cost of potential capital resources, including equity and debt,
with a view toward  raising  additional  capital on terms that are acceptable to
us. No assurance can be given that additional  capital would become available on
acceptable terms if needed.

Factors Affecting Future Operating Results

     Our  operating  results are subject to general  economic  conditions  and a
variety of risks characteristic of the semiconductor industry (including booking
and shipment  uncertainties,  wafer supply  fluctuations,  and price erosion) or
specific  to us,  any of which  could  cause  our  operating  results  to differ
materially from past results.  See the Risk Factors set forth at the end of Part
I of our 2002 Annual Report which are incorporated herein by this reference.

     During  the first  quarter  of 2003,  we signed a  ten-year  $27.4  million
non-cancelable  lease for our  principal  facilities  and  executive  offices in
Mountain View,  California.  The new lease agreement expires in 2014. During the
first  quarter  of  2003,  we also  consolidated  our  distribution  channel  by
terminating our agreement with Pioneer,  leaving Unique as our sole  distributor
in North  America.  The loss of Unique as a distributor  could have a materially
adverse effect on our business, financial condition, or results of operations.

     We account for income taxes in  accordance  with SFAS No. 109,  "Accounting
for Income  Taxes," which  requires that deferred tax assets and  liabilities be
recognized  using  enacted  tax rates for the  effect of  temporary  differences
between the book and tax bases of recorded assets and liabilities.  SFAS No. 109
also requires that deferred tax assets be reduced by a valuation allowance if it
is more likely than not that some or all of the  deferred tax assets will not be
realized.  We evaluate  annually the realizability of our deferred tax assets by
assessing our  valuation  allowance  and, if necessary,  we adjust the amount of
such allowance. The factors used to assess the likelihood of realization are our
forecast of future  taxable  income and available tax planning  strategies  that
could be implemented to realize the net deferred tax assets.

     At April 6, 2003,  we had a net deferred tax asset of $37.3  million  after
consideration of deferred tax liabilities and a valuation allowance. In order to
fully  utilize the $37.3 million of deferred tax assets,  taxable  income in the
amount of  approximately  $123  million  must be earned in future  periods.  For
proper valuation of deferred tax assets under SFAS No. 109 in situations where a
company has incurred a three-year  cumulative loss before taxes in recent years,
significant  negative  evidence is considered to exist in the  evaluation of the
company's  ability to generate  future taxable  income.  In evaluating  positive
evidence  available,  expectations  of future taxable income on an extended time
horizon  are rarely  sufficient  to  overcome  the  negative  evidence of recent
cumulative  losses.  Failure to achieve  positive  taxable  income in 2003 would
result in a  cumulative  three  year loss  before  tax,  which  would  result in
significant  negative evidence under SFAS No. 109 regarding the realizability of
our of net deferred tax assets and probably  result in additional tax provisions
being  recorded on the income  statement  in 2003.  Factors  that may affect our
ability to achieve  sufficient  forecasted  taxable income include,  but are not
limited to, increased competition, a decline in sales or margins, loss of market
share, delays in product availability, and technological obsolescence.



<PAGE>


Additional Quarterly Information

     The following table presents certain  unaudited  quarterly results for each
of the eight  quarters in the period ended April 6, 2003.  In our  opinion,  all
necessary  adjustments  (consisting only of normal recurring accruals) have been
included in the amounts stated below to present  fairly the unaudited  quarterly
results  when  read in  conjunction  with  our  audited  consolidated  condensed
financial  statements and notes thereto included in our 2002 Form 10-K. However,
these  quarterly  operating  results are not  indicative  of the results for any
future period.
<TABLE>
<CAPTION>

                                                                       Three Months Ended
                                  -----------------------------------------------------------------------------------------------
                                    Apr. 6,     Jan. 5,     Oct. 6,     Jul. 7,     Apr. 7,     Jan. 6,     Sep. 30,     Jul. 1,
                                     2003        2003        2002        2002        2002        2002        2001         2001
                                  ---------   ---------   ---------   ---------   ---------   ---------   ---------   -----------

                                                              (in thousands except per share amounts)
<S>                               <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Statements of Operations Data:
Net revenues....................  $  34,341   $  34,103   $  32,912   $  34,293   $  33,060   $  32,059   $  32,006   $  36,460
Gross profit....................     19,612      20,591      19,229      21,337      20,276      19,567      16,734      18,888
Loss from operations............     (1,614)       (951)     (1,587)       (282)       (853)     (4,086)     (6,188)     (4,233)
Net income (loss)...............        231      (1,831)      1,107         404         395      (2,531)     (2,334)     (2,631)
Net income (loss) per share:
   Basic........................  $    0.01   $   (0.08)  $    0.05   $    0.02   $    0.02   $   (0.11)  $   (0.10)  $   (0.11)
                                  =========   =========   =========   =========   =========   =========   =========   =========
   Diluted......................  $    0.01   $   (0.08)  $    0.04   $    0.02   $    0.02   $   (0.11)  $   (0.10)  $   (0.11)
                                  =========   =========   =========   =========   =========   =========   =========   =========
Shares used in computing net
   income (loss) per share:
   Basic........................     24,338      24,126      24,531      24,382      24,170      23,987      23,852      23,642
                                  =========   =========   =========   =========   =========   =========   =========   =========
   Diluted......................     25,087      24,126      24,959      26,036      25,388      23,987      23,852      23,642
                                  =========   =========   =========   =========   =========   =========   =========   =========

                                                                       Three Months Ended
                                  -----------------------------------------------------------------------------------------------
                                    Apr. 6,     Jan. 5,     Oct. 6,     Jul. 7,     Apr. 7,     Jan. 6,     Sep. 30,     Jul. 1,
                                     2003        2003        2002        2002        2002        2002        2001         2001
                                  ---------   ---------   ---------   ---------   ---------   ---------   ---------   -----------
As a Percentage of Net Revenues:
Net revenues....................      100.0%      100.0%      100.0%      100.0%      100.0%      100.0%      100.0%      100.0%
Gross profit....................       57.1%       60.4%       58.4        62.2        61.3        61.0        52.3        51.8
Loss from operations............       (4.7)       (2.8)       (4.8)       (0.8)       (2.6)      (12.7)      (19.3)      (11.6)
Net income (loss)...............        0.7        (5.4)        3.4         1.2         1.2        (7.9)       (7.3)       (7.2)

</TABLE>



<PAGE>






Item 3. Quantitative and Qualitative Disclosures About Market Risk

     As of April  6,  2003,  our  investment  portfolio  (other  than  strategic
investments)  consisted  primarily of corporate bonds,  floating rate notes, and
federal and municipal  obligations.  The principal  objectives of our investment
activities are to preserve principal, meet liquidity needs, and maximize yields.
To meet these objectives,  we only invest in high credit quality debt securities
with average  maturities of less than two years. We also limit the percentage of
total investments that may be invested in any one issuer.  Corporate investments
as a group are also limited to a maximum percentage of our investment portfolio.

     We are exposed to financial  market  risks,  including  changes in interest
rates and marketable equity security prices.  All of the potential changes noted
below are based on sensitivity  analysis performed on our financial position and
expected   operating  levels  at  April  6,  2003.  Actual  results  may  differ
materially.

     Our  investments are subject to interest rate risk. An increase in interest
rates  could  subject us to a decline in the  market  value of our  investments.
These risks are mitigated by our ability to hold these  investments to maturity.
A  hypothetical  100 basis point  increase in interest  rates would  result in a
reduction   of   approximately   $1.3   million   in  the  fair   value  of  our
available-for-sale securities held at April 6, 2003.

     Our strategic  investments in marketable  equity  securities are subject to
equity  price risks.  We typically do not attempt to reduce or eliminate  market
exposure on these  securities.  Assuming a 10% adverse  change,  the  marketable
strategic  equity  securities would decrease in value by less than $0.1 million,
based on the value of the portfolio as of April 6, 2003.

Item 4. Controls and Procedures

Quarterly Evaluation of Our Disclosure Controls and Internal Controls

     Within the 90 days prior to the date of this Quarterly Report on Form 10-Q,
we evaluated the  effectiveness  of the design and operation of our  "disclosure
controls and procedures"  (Disclosure  Controls) and our "internal  controls and
procedures for financial reporting"  (Internal  Controls).  This evaluation (the
Controls   Evaluation)   was  performed  under  the  supervision  and  with  the
participation  of management,  including our Chief  Executive  Officer (CEO) and
Chief Financial Officer (CFO).

CEO and CFO Certifications

     Immediately  following the  Signatures  section of this  Quarterly  Report,
there are  "Certifications"  of the CEO and the CFO.  The  Certifications  (Rule
13a-14  Certifications)  are  required  in  accordance  with Rule  13a-14 of the
Securities  Exchange Act of 1934  (Exchange  Act).  This Controls and Procedures
section of the Quarterly Report includes the information concerning the Controls
Evaluation  referred to in the Rule 13a-14  Certifications and it should be read
in  conjunction  with  the  Rule  13a-14  Certifications  for  a  more  complete
understanding of the topics presented.

Disclosure Controls and Internal Controls

     Disclosure  Controls  are  procedures  designed to ensure that  information
required to be disclosed in our reports  filed under the Exchange  Act,  such as
this Quarterly Report, is recorded,  processed,  summarized, and reported within
the time periods specified in the SEC's rules and forms. Disclosure Controls are
also designed to ensure that such information is accumulated and communicated to
our  management,  including  the CEO and CFO,  as  appropriate  to allow  timely
decisions  regarding  required  disclosure.  Internal  Controls  are  procedures
designed to provide reasonable  assurance that (1) our transactions are properly
authorized; (2) our assets are safeguarded against unauthorized or improper use;
and (3) our transactions are properly  recorded and reported,  all to permit the
preparation of our financial  statements in conformity  with generally  accepted
accounting principles.

Limitations on the Effectiveness of Controls

     A control  system,  no matter how well designed and  operated,  can provide
only reasonable,  not absolute,  assurance that the control system's  objectives
will be met. Further,  the design of a control system must reflect the fact that
there are resource constraints,  and the benefits of controls must be considered
relative to their  costs.  Because of the  inherent  limitations  in all control
systems,  no  evaluation  of controls can provide  absolute  assurance  that all
control  issues and  instances  of fraud,  if any,  within the company have been
detected.  These  inherent  limitations  include the realities that judgments in
decision-making  can be faulty,  and that breakdowns can occur because of simple
error or mistake.  Controls can also be  circumvented  by the individual acts of
some persons,  by collusion of two or more people, or by management  override of
the controls. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future conditions.  Over time, controls may become inadequate because of changes
in conditions or  deterioration in the degree of compliance with its policies or
procedures.  Because of the inherent  limitations  in a  cost-effective  control
system,  our  management,  including  the CEO and CFO,  does not expect that our
Disclosure  Controls  and our  Internal  Controls  will  prevent  or detect  all
potential errors and fraud. Accordingly, misstatements due to error or fraud may
occur and not be detected.

Scope of the Controls Evaluation

     The  evaluation  of our  Disclosure  Controls  and  our  Internal  Controls
included a review of the controls'  objectives and design, our implementation of
the controls,  and the effect of the controls on the  information  generated for
use in this  Quarterly  Report.  In the course of the  Controls  Evaluation,  we
sought to identify data errors,  controls problems, or acts of fraud and confirm
that appropriate corrective actions, including process improvements,  were being
undertaken.  This type of evaluation  is performed on a quarterly  basis so that
the conclusions of management,  including the CEO and CFO,  concerning  controls
effectiveness  can be reported in our Quarterly  Reports on Form 10-Q and Annual
Report on Form 10-K.  Our  Internal  Controls  are also  evaluated on an ongoing
basis by personnel in our Finance  organization,  as well as by our  independent
auditors,  who evaluate our Internal  Controls in  connection  with  determining
their  auditing  procedures  related  to their  report on our  annual  financial
statements and not to provide  assurance on our Internal  Controls.  The overall
goals of these  various  evaluation  activities  are to monitor  our  Disclosure
Controls and our Internal Controls, and to modify them as necessary;  our intent
is to maintain the  Disclosure  Controls  and the  Internal  Controls as dynamic
systems that change as conditions warrant.

     Among other matters, we sought in our evaluation to determine whether there
were any  "significant  deficiencies"  or "material  weaknesses" in our Internal
Controls,  and whether we had identified any acts of fraud  involving  personnel
with a significant role in our Internal Controls. This information was important
both for the Controls  Evaluation  generally,  and because  items 5 and 6 in the
Rule  13a-14  Certifications  of the CEO and CFO  require  that  the CEO and CFO
disclose that  information  to our Board's Audit  Committee and our  independent
auditors, and report on related matters in this section of the Quarterly Report.
In professional auditing literature,  "significant deficiencies" are referred to
as  "reportable  conditions,"  which  are  control  issues  that  could  have  a
significant  adverse effect on the ability to record,  process,  summarize,  and
report financial data in the financial  statements.  Auditing literature defines
"material  weakness" as a particularly  serious  reportable  condition where the
internal  control  does not  reduce  to a  relatively  low  level  the risk that
misstatements  caused  by error or fraud  may  occur in  amounts  that  would be
material  in  relation  to the  financial  statements  and the  risk  that  such
misstatements  would not be detected  within a timely period by employees in the
normal course of performing  their  assigned  functions.  We also sought to deal
with other controls  matters in the Controls  Evaluation,  and in each case if a
problem  was  identified,  we  considered  what  revision,  improvement,  and/or
correction to make in accordance with our ongoing procedures.

     From  the date of the  Controls  Evaluation  to the date of this  Quarterly
Report,  there have been no significant changes in Internal Controls or in other
factors  that  could  significantly  affect  Internal  Controls,  including  any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.

Conclusions

     Based upon the Controls  Evaluation,  our CEO and CFO have concluded  that,
subject to the limitations noted above, our Disclosure Controls are effective to
ensure  that  material   information  relating  to  Actel  Corporation  and  its
consolidated  subsidiaries  is made known to  management,  including the CEO and
CFO,  particularly  during  the  period  when our  periodic  reports  are  being
prepared,  and that our Internal  Controls are  effective to provide  reasonable
assurance that our financial  statements are fairly presented in conformity with
generally accepted accounting principles.

                           PART II - OTHER INFORMATION

Item 5. Other Information

     Under Section 10A(i)(2) of the Securities Exchange Act, as added by Section
202 of the  Sarbanes-Oxley  Act of 2002,  we are required to disclose  non-audit
services to be performed by our external  auditor that have been approved by our
Audit  Committee.  Non-audit  services are defined in the law as services  other
than those  provided in  connection  with an audit or a review of the  financial
statements of an issuer.  On January 16, 2003, the Audit  Committee  preapproved
engagements  of Ernst & Young  LLP,  our  external  auditor,  for the  following
non-audit services: tax savings projects.

Item 6. Exhibits and Reports on Form 8-K

     (a)     Exhibits

    Exhibit Number                 Description
------------------  ------------------------------------------------------------

      99.1          Certification of Chief Executive Officer and Chief Financial
                    Officer  pursuant  to 18 U.S.C.  Section  1350,  as  adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     (b)     Reports on Form 8-K

     On April 23, 2003, we announced our financial results for the quarter ended
April 6, 2003. The full text of the press release issued in connection  with the
announcement  was  attached as Exhibit  99.1 to our  Current  Report on Form 8-K
filed with the SEC on April 23, 2003.



<PAGE>


                                    SIGNATURE

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



                                                        ACTEL CORPORATION




                    Date: May 20, 2003                 /s/ Jon A. Anderson
                                             ----------------------------------
                                                         Jon A. Anderson
                                                    Vice President of Finance
                                                   and Chief Financial Officer
                                                 (as principal financial officer
                                                   and on behalf of Registrant)



                                 CERTIFICATIONS

     I, John C. East, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Actel Corporation;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c)  presented  in this  quarterly  report  our  conclusions  about the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



                    Date: May 20, 2003              /s/ John C. East
                                          --------------------------------------
                                                       John C. East
                                           President and Chief Executive Officer


     I, Jon A. Anderson, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Actel Corporation;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b) evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c)  presented  in this  quarterly  report  our  conclusions  about the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



                    Date: May 20, 2003               /s/ Jon A. Anderson
                                               --------------------------------
                                                        Jon A. Anderson
                                                   Vice President of Finance
                                                  and Chief Financial Officer

<PAGE>








