<SUBMISSION>
<ACCESSION-NUMBER>0000907687-03-000077
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20030706
<FILING-DATE>20030814
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ACTEL CORP
<CIK>0000907687
<ASSIGNED-SIC>3674
<IRS-NUMBER>770097724
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>0102
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-21970
<FILM-NUMBER>03842790
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>955 EAST ARQUES AVE
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94086
<PHONE>4087391010
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>955 EAST ARQUES AVE
<STREET2>955 EAST ARQUES AVE
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94086
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>form10q.txt
<DESCRIPTION>FORM 10-Q FOR Q2 2003
<TEXT>
_
                                  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 July 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  August  12,  2003:
24,927,622.





<PAGE>


                         PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

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


<TABLE>
<CAPTION>

                                                            Three Months Ended                 Six Months Ended
                                                 --------------------------------------    ------------------------
                                                    Jul. 6,      Jul. 7,       Apr. 6,       Jul. 6,       Jul. 7,
                                                     2003         2002          2003          2003          2002
                                                 ----------    ----------    ----------    ----------    ----------

<S>                                              <C>           <C>           <C>           <C>           <C>
Net revenues...................................  $   36,609    $   34,293    $   34,341    $   70,950    $   67,353
Costs and expenses:
   Cost of revenues............................      14,584        12,956        14,729        29,313        25,740
   Research and development....................       9,851         9,902         9,513        19,364        19,639
   Selling, general, and administrative........      11,070        11,036        11,032        22,102        21,747
   Amortization of acquisition-related
     intangibles...............................         663           681           681         1,344         1,362
                                                 ----------    ----------    ----------    ----------    ----------
         Total costs and expenses..............      36,168        34,575        35,955        72,123        68,488
                                                 ----------    ----------    ----------    ----------    ----------
Income (loss) from operations..................         441          (282)       (1,614)       (1,173)       (1,135)
Interest income and other, net of expense......         724         1,813           992         1,716         3,301
Gain (loss) on sales and write-downs of equity
   investments.................................          91        (1,010)            -            91        (1,133)
                                                 ----------    ----------    ----------    ----------    ----------

Income (loss) before tax (benefit) provision...       1,256           521          (622)          634         1,033
Tax (benefit) provision........................        (130)          117          (853)         (983)          234
                                                 ----------    ----------    ----------    ----------    ----------
Net income.....................................  $    1,386    $      404    $      231    $    1,617    $      799
                                                 ==========    ==========    ==========    ==========    ==========

Net income per share:
   Basic.......................................  $     0.06    $     0.02    $     0.01    $     0.07    $     0.03
                                                 ==========    ==========    ==========    ==========    ==========
   Diluted.....................................  $     0.05    $     0.02    $     0.01    $     0.06    $     0.03
                                                 ==========    ==========    ==========    ==========    ==========

Shares used in computing net income per share:
   Basic.......................................      24,550        24,382        24,338        24,444        24,276
                                                 ==========    ==========    ==========    ==========    ==========
   Diluted.....................................      25,776        26,036        25,087        25,453        25,676
                                                 ==========    ==========    ==========    ==========    ==========
</TABLE>



       See Notes to Unaudited Consolidated Condensed Financial Statements

<PAGE>


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

                                                                                              Jul. 6,       Jan. 5,
                                                                                               2003          2003*
                                                                                           ------------  ------------
                                                                                            (unaudited)
                                     ASSETS
<S>                                                                                        <C>           <C>
Current assets:
   Cash and cash equivalents...........................................................    $     13,257  $     18,207
   Short-term investments..............................................................         128,391       115,622
   Accounts receivable, net............................................................          21,178        17,615
   Inventories, net....................................................................          31,443        34,591
   Deferred income taxes...............................................................          23,783        28,054
   Prepaid expenses and other current assets...........................................           3,225         4,968
                                                                                           ------------  ------------
         Total current assets..........................................................         221,277       219,057
Property and equipment, net............................................................          16,924        16,204
Goodwill, net..........................................................................          32,142        32,142
Other assets, net......................................................................          25,907        25,918
                                                                                           ------------  ------------
                                                                                           $    296,250  $    293,321
                                                                                           ============  ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable....................................................................    $      9,030  $     11,500
   Accrued salaries and employee benefits..............................................           5,611         7,280
   Other accrued liabilities...........................................................           3,717         3,879
   Deferred income on shipments to distributors........................................          26,284        26,459
                                                                                           ------------  ------------
         Total current liabilities.....................................................          44,642        49,118
Deferred compensation plan liability...................................................           2,267         1,889
                                                                                           ------------  ------------
         Total liabilities.............................................................          46,909        51,007
Commitments and contingencies
Shareholders' equity:
   Common stock........................................................................              25            24
   Additional paid-in capital..........................................................         173,850       168,428
   Retained earnings ..................................................................          74,908        73,290
   Unearned compensation cost .........................................................            (112)         (179)
   Accumulated other comprehensive income .............................................             670           751
                                                                                           ------------  ------------
         Total shareholders' equity....................................................         249,341       242,314
                                                                                           ------------  ------------
                                                                                           $    296,250  $    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>

                                                                                                Six Months Ended
                                                                                             ------------------------
                                                                                               Jul. 6,      Jul. 7,
                                                                                                2003         2002
                                                                                             ----------    ----------
Operating activities:
<S>                                                                                          <C>           <C>
    Net income.........................................................................      $    1,617    $      799
    Adjustments to reconcile net income to net cash provided by operating activities:
       Depreciation and amortization...................................................           5,103         5,040
       Amortization of deferred compensation...........................................              67            68
       Changes in operating assets and liabilities:
          Accounts receivable..........................................................          (3,563)       (2,540)
          Inventories..................................................................           3,148          (169)
          Deferred income taxes........................................................           4,951            59
          Prepaid expenses and other current assets....................................           1,152          (693)
          Accounts payable, accrued salaries and employee benefits, and other accrued
              liabilities..............................................................          (5,436)         (932)
          Deferred income on shipments to distributors.................................            (175)        1,319
                                                                                             ----------    ----------
    Net cash provided by operating activities..........................................           6,864         2,951
Investing activities:
    Purchases of property and equipment................................................          (4,479)       (3,704)
    Purchases of available-for-sale securities.........................................         (89,620)     (100,546)
    Sales and maturities of available for sale securities..............................          76,717       103,833
    Changes in other long term assets..................................................             144           262
                                                                                             ----------    ----------
    Net cash used in investing activities..............................................         (17,238)         (155)
Financing activities:
    Common stock issuance under employee stock plans...................................           5,424         5,092
                                                                                             ----------    ----------
    Net cash provided by financing activities..........................................           5,424         5,092
Net increase (decrease) in cash and cash equivalents...................................          (4,950)        7,888
                                                                                             ----------    ----------
Cash and cash equivalents, beginning of period.........................................          18,207         7,912
                                                                                             ----------    ----------
Cash and cash equivalents, end of period...............................................      $   13,257    $   15,800
                                                                                             ==========    ==========
Supplemental disclosures of cash flow information and non-cash investing and
    financing activities:
Cash received during the period for taxes..............................................      $   (4,777)   $     (361)
</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."  Management's  Discussion  and  Analysis  of  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 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 of
operations  and require  management 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;  intangible assets and goodwill;  income taxes; and legal
matters.  We base our  estimates on historical  experience  and on various other
assumptions that we believe are 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. For further information  regarding all of these policies, as well as the
estimates  and  judgments  involved,  see our Annual Report on Form 10-K for the
year ended January 5, 2003 (2002 Form 10-K). We no longer consider impairment of
investments  in  other  companies  a  critical  accounting  policy  because  our
remaining  investments in other companies are not material.  There were no other
significant  changes to 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 or six months  ended July 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  Statement  of  Financial
Accounting  Standards  (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 July 6, 2003,  we had a net  deferred tax asset of $39.1  million  after
consideration of deferred tax liabilities and a valuation allowance. In order to
fully  utilize the $39.1 million of deferred tax assets,  taxable  income in the
amount of  approximately  $130  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,  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.
This would  probably  result in  additional  tax expense  being  recorded on the
income statement in 2003,  thereby reducing net income.  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 the second quarter
of 2003 and for the six month period then ended.

     Stock Based Compensation

     In December 2002, the Financial  Accounting  Standards  Board (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  Accounting  Principles  Board (APB) Opinion No. 25,
"Accounting  for Stock Issued to  Employees,"  and related FASB  Interpretations
(FINs).  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 our stock option 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 our
stock  option  plans and  Employee  Stock  Purchase  Plan,  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.  The
pro forma information is as follows:

<PAGE>


                                ACTEL CORPORATION

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



<TABLE>
<CAPTION>

                                                            Three Months Ended                 Six Months Ended
                                                 --------------------------------------    ------------------------
                                                    Jul. 6,      Jul. 7,       Apr. 6,       Jul. 6,       Jul. 7,
                                                     2003         2002          2003          2003          2002
                                                 ----------    ----------    ----------    ----------    ----------
                                                          (unaudited, in thousands except per share amounts)
<S>                                              <C>           <C>            <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    $        0    $        0
Net income..................................     $    1,386    $      404    $      231    $    1,617    $      799
Earnings per share:
   Basic....................................     $     0.06    $     0.02    $     0.01    $     0.07    $     0.03
   Diluted..................................     $     0.05    $     0.02    $     0.01    $     0.06    $     0.03

Pro Forma amounts under fair value method:
Pro Forma stock based employee compensation
   cost, net of related tax.................     $    4,091    $    4,558    $    3,865    $    7,956    $    9,886
Pro forma net income (loss).................     $   (2,705)   $   (4,154)   $   (3,634)   $   (6,339)   $   (9,087)
Pro forma earnings per share:
   Basic....................................     $    (0.11)   $    (0.17)   $    (0.15)   $    (0.26)   $    (0.37)
   Diluted..................................     $    (0.11)   $    (0.17)   $    (0.15)   $    (0.26)   $    (0.37)
</TABLE>

     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.


2.   Impact of Recently Issued Accounting Standards

     In January  2003,  the FASB issued FIN 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).  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,  either public or 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 the third
quarter of 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 will not have any effect on our  consolidated  financial
position or results of operations.


<PAGE>


                                ACTEL CORPORATION

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


3.   Goodwill and Other Acquisition-Related Intangibles

     During 1999 and 2000,  we completed  the  acquisitions  of AutoGate  Logic,
Inc.,  Prosys  Technology,  Inc.,  and  GateField  Corporation,  resulting  in a
significant  amount of goodwill and identified  intangible assets. At July 6 and
January 5, 2003, we had $32.1 million of net goodwill. At the beginning of 2002,
we  adopted  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. No  indicators of impairment  have arisen during
the three or six months ended July 6, 2003.

     At July 6, 2003,  we have definite  lived  intangible  assets  arising from
prior  business  acquisitions  with a net book value of $5.9 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 second quarter of
2003.  Identified  intangible  assets  as of  July  6,  2003,  consisted  of the
following:
<TABLE>
<CAPTION>

                                                                                 Gross     Accumulated
                                                                                 Assets    Amortization      Net
                                                                             ------------  ------------  ------------
                                                                                    (unaudited, in thousands)
<S>                                                                          <C>           <C>           <C>
Acquisition-related developed technology................................     $     11,454  $     (6,398) $      5,056
Other acquisition-related intangibles...................................            2,600        (1,847)          753
Acquired patents........................................................              516          (426)           90
                                                                             ------------  ------------  ------------
         Total identified intangible assets.............................     $     14,570  $     (8,671) $      5,899
                                                                             ============  ============  ============
</TABLE>

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

<TABLE>
<CAPTION>

                                                                                 Gross     Accumulated
                                                                                 Assets    Amortization      Net
                                                                             ------------  ------------  ------------
                                                                                    (unaudited, in thousands)
<S>                                                                          <C>           <C>           <C>
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>



<PAGE>


                                ACTEL CORPORATION

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

                                                            Three Months Ended                 Six Months Ended
                                                 --------------------------------------    ------------------------
                                                    Jul. 6,      Jul. 7,       Apr. 6,       Jul. 6,       Jul. 7,
                                                     2003         2002          2003          2003          2002
                                                 ----------    ----------    ----------    ----------    ----------
                                                                      (unaudited, in thousands)
<S>                                              <C>           <C>           <C>           <C>           <C>
Acquisition-related developed technology....     $      573    $      572    $      572    $    1,145    $    1,144
Other acquisition-related intangibles.......             83            83            83           166           166
Acquired patents............................              7            26            26            33            52
                                                 ----------    ----------    ----------    ----------    ----------
         Total amortization expense.........     $      663    $      681    $      681    $    1,344    $    1,362
                                                 ==========    ==========    ==========    ==========    ==========
</TABLE>

Based on the carrying value of identified  intangible assets recorded at July 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.


4.   Inventories

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

                                                                                               Jul. 6,      Jul. 7,
                                                                                                2003         2002
                                                                                           ----------      ----------
                                                                                            (unaudited, in thousands)
Inventories:
<S>                                                                                        <C>             <C>
   Purchased parts and raw materials...................................................    $    3,225      $    4,066
   Work-in-process.....................................................................        23,923          26,484
   Finished goods......................................................................         4,295           4,041
                                                                                           ----------      ----------
                                                                                           $   31,443      $   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 orders  received  from  customers  or internal  forecasts of
demand for  products.  Other  considerations  in  determining  inventory  levels
include the stage of products in the product  life cycle,  design win  activity,
manufacturing  lead  times,  customer  demand,   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.



<PAGE>


                                ACTEL CORPORATION

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


     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.

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                 Six Months Ended
                                                 --------------------------------------    ------------------------
                                                    Jul. 6,      Jul. 7,       Apr. 6,       Jul. 6,       Jul. 7,
                                                     2003         2002          2003          2003          2002
                                                 ----------    ----------    ----------    ----------    ----------
                                                          (unaudited, in thousands except per share amounts)
Basic:
<S>                                              <C>           <C>           <C>           <C>           <C>
Average common shares outstanding.............       24,550        24,382        24,338        24,444        24,276
Shares used in computing net income per share.       24,550        24,382        24,338        24,444        24,276
                                                 ==========    ==========    ==========    ==========    ==========
Net income....................................   $    1,386    $      404    $      231    $    1,617    $      799
                                                 ==========    ==========    ==========    ==========    ==========
Net income per share..........................   $     0.06    $     0.02    $     0.01    $     0.07    $     0.03
                                                 ==========    ==========    ==========    ==========    ==========

Diluted:
Average common shares outstanding.............       24,550        24,382        24,338        24,444        24,276
Net effect of dilutive stock options - based
   on the treasury stock method...............        1,226         1,654           749         1,009         1,400
                                                 ----------    ----------    ----------    ----------    ----------
Shares used in computing net income per share.       25,776        26,036        25,087        25,453        25,676
                                                 ==========    ==========    ==========    ==========    ==========
Net income....................................   $    1,386    $      404    $      231    $    1,617    $      799
                                                 ==========    ==========    ==========    ==========    ==========
Net income per share..........................   $     0.05    $     0.02    $     0.01    $     0.06    $     0.03
                                                 ==========    ==========    ==========    ==========    ==========
</TABLE>

<PAGE>


                                ACTEL CORPORATION

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


6.   Comprehensive Income (Loss)

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

                                                            Three Months Ended                 Six Months Ended
                                                 --------------------------------------    ------------------------
                                                   Jul. 6,       Jul. 7,       Apr. 6,       Jul. 6,       Jul. 7,
                                                     2003         2002          2003          2003          2002
                                                 ----------    ----------    ----------    ----------    ----------
                                                                      (unaudited, in thousands)
<S>                                              <C>           <C>           <C>           <C>           <C>
Net income..................................     $    1,386    $      404    $      231    $    1,617    $      799
Unrealized gain (loss) on available-for-sale
   securities...............................            173           383            78           251           (23)
Less reclassification adjustment for gains
   included in net income (loss)............           (165)            2          (167)         (332)          (13)
                                                 ----------    ----------    ----------    ----------    ----------
Other comprehensive income (loss)...........              8           385           (89)          (81)          (36)
                                                 ----------    ----------    ----------    ----------    ----------
Total comprehensive income..................     $    1,394    $      789    $      142    $    1,536    $      763
                                                 ==========    ==========    ==========    ==========    ==========
</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.  During  the second
quarter of 2003,  we sold the  remaining  portion of an investment in a publicly
traded  equity  security,  which  resulted in a realized  gain of $0.1  million.


<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 August 13,
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

     The  following  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 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 of
operations  and require  management 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;  intangible assets and goodwill;  income taxes; and legal
matters.  We base our  estimates on historical  experience  and on various other
assumptions that we believe are 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. For further information  regarding all of these policies, as well as the
estimates and judgments involved,  see our 2002 Form 10-K. We no longer consider
impairment  of  investments  in other  companies  a critical  accounting  policy
because our remaining  investments  in other  companies are not material.  There
were no other  significant  changes to  critical  accounting  policies or to the
related estimates and judgments involved in applying these policies.

Results of Operations

     Net Revenues

     Net  revenues  were  $36.6  million  for the second  quarter of 2003,  a 7%
increase  from the  first  quarter  of 2003 and a 7%  increase  from the  second
quarter of 2002.  Quarterly  net  revenues  increased  sequentially  due to a 5%
increase in the overall average selling price (ASP) of field  programmable  gate
arrays (FPGAs) coupled with a 3% increase in unit shipments of FPGAs.  Quarterly
net revenues  increased  from a year ago due to a 13% increase in ASP, which was
partially offset by a 5% decrease in unit shipments. Unit volumes and ASP levels
fluctuate  principally  because of changes in the mix of products sold.  Actel's
product portfolio  includes products ranging from devices with lower ASPs, which
typically sell in higher volumes,  to devices with higher ASPs,  which typically
sell in lower  volumes.  The  increase in overall ASP for the second  quarter of
2003 compared with the first quarter of 2003 and the second  quarter of 2002 was
driven primarily by increased sales of radiation-tolerant  (Rad) products, which
have  higher  ASPs.  Unit  shipments  were lower for the second  quarter of 2003
compared with the second quarter of 2002  primarily  because we shipped fewer of
our lowest ASP products which typically ship in high unit volumes.

     Net revenues were $71.0 million for the first six months of fiscal 2003, an
increase of 5% from the first six months of fiscal 2002.  Six-month net revenues
increased  from a year  ago  due to a 5%  increase  in unit  shipments  and a 1%
increase in overall ASP. Unit shipments increased across most product families.

     Gross Margin

     Gross  margin  was 60.2% of net  revenues  for the  second  quarter of 2003
compared  with  57.1% for the  first  quarter  of 2003 and 62.2% for the  second
quarter of 2002. Gross margin was 58.7% of net revenues for the first six months
of 2003,  compared  with 61.8% of net revenues for the first six months of 2002.
Gross  margin for the second  quarter of 2003  increased  sequentially  due to a
higher percentage of Rad shipments,  which generally carry higher margins. Gross
margin for the second quarter of 2003 was also affected by offsetting  inventory
valuation  adjustments,  which are  material  when  viewed  individually.  These
adjustments  include the  favorable  effect of $1.1  million for sell through of
inventory  that was  reserved  in  previous  periods  which  was  offset  by the
unfavorable  effect of $1.3 million  related to revision of  inventory  standard
costs.  Gross  margin  for the  second  quarter  and  first  six  months of 2003
decreased  compared with the second quarter and first six months of 2002 because
the second  quarter of 2002  included  the  reversal of an accrual for  disputed
contractual  obligations  that was settled for less than  originally  estimated,
which resulted in $0.6 million of additional gross margin. Without the reversal,
gross  margin for the second  quarter of 2002 would have been 1.6% lower.  Gross
margin for the first six months of 2003 was also  affected by increased  revenue
from new  products,  which  generally  carry  lower  margins  than  more  mature
products.  Typically,  new products are introduced at competitive selling prices
and the margins on those products increase over time as costs are reduced.

     Actel seeks 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 $9.8 million, or 27% of net revenues,  for the second
quarter of 2003  compared with $9.5  million,  or 28% of net  revenues,  for the
first  quarter  of 2003 and $9.9  million,  or 29% of  revenues,  for the second
quarter of 2002. R&D  expenditures  were $19.4 million,  or 27% of net revenues,
for the first six  months of 2003  compared  with $19.6  million,  or 29% of net
revenues,  for the first six months of 2002. R&D spending for the second quarter
of 2003 increased  sequentially  due to an increase in expenses for  consultants
working on new product development and expenses related to patent  registration.
R&D  spending for the first six months of 2003  decreased  from 2002 because R&D
spending on the development of the BridgeFPGA  product was placed on hold during
the third quarter of 2002 and has not resumed.

     Selling, General, and Administrative (SG&A)

     SG&A expenses were $11.1  million,  or 30% of net revenues,  for the second
quarter of 2003 compared  with $11.0  million,  or 32% of net revenues,  for the
first quarter of 2003 and $11.0 million, or 32% of net revenues,  for the second
quarter of 2002. SG&A expenses were $22.1 million,  or 31% of net revenues,  for
the  first  six  months  of 2003  compared  with  $21.7  million,  or 32% of net
revenues,  for the first six months of fiscal 2002. SG&A spending for the second
quarter and first six months of 2003 was higher than previous periods because of
increased selling expenses  associated with increased revenue,  spending related
to a special  meeting of  shareholders  during the second  quarter of 2003,  and
spending  related to  documentation  of compliance with the  requirements of the
Sarbanes-Oxley Act of 2002.

     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 Statement of
Financial  Accounting Standards (SFAS) 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 SFAS Nos.
142 and 144.

     Interest Income and Other, Net

     Interest  income and other,  net was $0.7 million for the second quarter of
2003  compared  with $1.0 million for the first quarter of 2003 and $1.8 million
for the second quarter of 2002.  Interest income and other, net was $1.8 million
for the first six months of 2003  compared  with $3.3  million for the first six
months of 2002. The quarterly and six-month decreases were due to lower interest
rates  available  in the  market  and lower  gains  realized  on our  short-term
investments.

     Losses on Sales and Write-Downs of Equity Investments

     We sold our remaining investment in a publicly traded equity security for a
gain of $0.1 million during the second quarter of 2003,  compared with no losses
on sales and write-downs of equity investments for the first quarter of 2003 and
$1.0 million of losses on sales and  write-downs for the second quarter of 2002.
At July  6,  2003,  we had  $0.1  million  of  strategic  investments  in  other
companies.

     Tax (Benefit) Provision

     The tax benefit was $0.1  million for the second  quarter of 2003  compared
with $0.9  million  for the first  quarter of 2003 and a tax  provision  of $0.2
million  for the  second  quarter  of 2002.  The  change  in  position  from tax
provision  to tax benefit  during  these  periods was  primarily  due to taxable
income and R&D tax credits. For the second quarter of 2003, the $0.1 million tax
benefit  was  comprised  of tax credits  generated  by R&D  spending  during the
quarter that more than offset the tax expense  associated  with a pre-tax profit
of $1.2 million. For the first quarter of 2003, the tax benefit was comprised of
tax credits generated by R&D spending combined with the tax benefit associated a
pre-tax loss of $0.6 million.  The tax provision recorded for the second quarter
of 2002 was based on the  expectation of higher taxable income for the full year
than was actually  achieved.  During the third quarter of 2002, the  expectation
for annual results was revised and a cumulative adjustment was recorded to bring
the net tax position for that year to date into a credit position.

     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

     Actel's cash,  cash  equivalents,  and short-term  investments  were $141.6
million at the end of the second quarter of 2003 compared with $133.8 million at
the beginning of the year.

     Cash  provided by operating  activities  was $6.9 million for the first six
months of 2003 compared  with $3.0 million  provided for the first six months of
2002.  The increase in cash provided by operations  resulted  primarily  from an
income tax refund of $5.0 million for taxes paid in prior years based on a carry
back of net  operating  losses  generated in 2001.  Net income for the first six
months of 2003 also provided $0.8 more cash from  operations  than for the first
six months of 2002.  These  increases in cash  generated  from  operations  were
offset by higher  cash  used for  reduction  of our  accounts  payable,  accrued
salaries and employee benefits,  and other accrued  liabilities during the first
six months of 2003 compared with the first six months of 2002.

     Capital  expenditures  were $4.5  million  for the first six months of 2003
compared  with $3.7  million  for the first six months of 2002.  Sales of common
stock under employee stock plans provided $5.4 million of cash for the first six
months of 2003 compared with $5.1 million for the first six months 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.

     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 July 6, 2003,  we had a net  deferred tax asset of $39.1  million  after
consideration of deferred tax liabilities and a valuation allowance. In order to
fully  utilize the $39.1 million of deferred tax assets,  taxable  income in the
amount of  approximately  $130  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.  This would  probably  result in additional  tax
provisions being recorded on the income statement in 2003,  thereby reducing net
income.  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 July 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
                                  ---------------------------------------------------------------------------------------------
                                   Jul. 6,     Apr. 6,     Jan. 5,     Oct. 6,     Jul. 7,     Apr. 7,     Jan. 6,     Sep. 30,
                                    2003        2003        2003        2002        2002        2002        2002         2001
                                  ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
                                                        (unaudited, in thousands except per share amounts)
Statements of Operations Data:
<S>                               <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Net revenues....................  $  36,609   $  34,341   $  34,103   $  32,912   $  34,293   $  33,060   $  32,059   $  32,006
Gross profit....................     22,025      19,612      20,591      19,229      21,337      20,276      19,567      16,734
Income (loss) from operations...        441      (1,614)       (951)     (1,587)       (282)       (853)     (4,086)     (6,188)
Net income (loss)...............      1,386         231      (1,831)      1,107         404         395      (2,531)     (2,334)
Net income (loss) per share:
   Basic........................  $    0.06   $    0.01   $   (0.08)   $   0.05   $    0.02   $    0.02   $   (0.11)   $  (0.10)
                                  =========   =========   =========    ========   =========   =========   =========    ========
   Diluted......................  $    0.05   $    0.01   $   (0.08)   $   0.04   $    0.02   $    0.02   $   (0.11)   $  (0.10)
                                  =========   =========   =========    ========   =========   =========   =========    ========
Shares used in computing net
   income (loss) per share:
   Basic........................     24,550      24,338      24,126      24,531      24,382      24,170      23,987      23,852
                                  =========   =========   =========    ========   =========   =========   =========    ========
   Diluted......................     25,776      25,087      24,126      24,959      26,036      25,388      23,987      23,852
                                  =========   =========   =========    ========   =========   =========   =========    ========

                                                                      Three Months Ended
                                  ---------------------------------------------------------------------------------------------
                                   Jul. 6,     Apr. 6,     Jan. 5,     Oct. 6,     Jul. 7,     Apr. 7,     Jan. 6,     Sep. 30,
                                    2003        2003        2003        2002        2002        2002        2002         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....................     60.2        57.1        60.4        58.4        62.2        61.3        61.0        52.3
Income (loss) from operations...      1.2        (4.7)       (2.8)       (4.8)       (0.8)       (2.6)      (12.7)      (19.3)
Net income (loss)...............      3.8         0.7        (5.4)        3.4         1.2         1.2        (7.9)       (7.3)

</TABLE>



<PAGE>





Item 3. Quantitative and Qualitative Disclosures About Market Risk

     As of  July  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 July 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   $1.2   million   in  the  fair   value  of  our
available-for-sale securities held at July 6, 2003.

Item 4. Controls and Procedures

Quarterly Evaluation of Our Disclosure Controls and Internal Controls

     Our management  evaluated,  with the  participation  of our Chief Executive
Officer (CEO) and our Chief Financial  Officer (CFO),  the  effectiveness of our
"disclosure  controls and  procedures"  (Disclosure  Controls) and our "internal
control over financial reporting" (Internal Control) as of the end of the period
covered by this Quarterly  Report on Form 10-Q.  Based on this  evaluation  (the
Controls  Evaluation),  our CEO and our CFO have  concluded  that our disclosure
controls and procedures are effective to ensure that information we are required
to disclose in reports that we file or submit under the Securities  Exchange Act
of 1934 is recorded, processed,  summarized and reported within the time periods
specified in Securities and Exchange Commission (SEC) rules and forms.

CEO and CFO Certifications

     There are  "Certifications"  of the CEO and the CFO filed as  Exhibit 31 to
this   Quarterly   Report  on  Form  10-Q.  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.

     There was no change in our  Internal  Controls  that  occurred  during  the
period  covered  by this  Quarterly  Report  on Form  10-Q  that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

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 4. Submission of Matters to a Vote of Security Holders

     The 2003 Annual Meeting of  Shareholders of Actel was held on May 23, 2003.
At the Annual Meeting,  Actel  shareholders (i) elected directors to serve until
the next Annual Meeting of Shareholders  and until their successors are elected,
(ii) approved  Actel's  Amended and Restated 1993 Employee  Stock Purchase Plan,
and (iii) ratified the  appointment of Ernst & Young LLP as Actel's  independent
auditors  for the fiscal  year  ending  January 4,  2004.  Shareholders  did not
approve Actel's Amended and Restated 1993 Directors' Stock Option Plan.

     The vote on election of directors was as follows:

          Nominee                        For                     Withheld
----------------------------   ------------------------   ----------------------
John C. East................          21,543,935                1,495,250
James R. Fiebiger...........          22,585,358                  453,827
Jos C. Henkens..............          21,610,317                1,428,868
Jacob S. Jacobsson..........          21,648,667                1,390,518
Henry L. Perret.............          21,510,201                1,528,984
Robert G. Spencer...........          22,624,458                  414,727

The vote on  approval  of Actel's  Amended  and  Restated  1993  Employee  Stock
Purchase Plan was as follows:


      For               Against              Abstain            Broker Non-Vote
---------------     ---------------      ---------------        ---------------
  18,129,430           2,338,207             14,187                2,557,361

The vote on  approval of Actel's  Amended and  Restated  1993  Directors'  Stock
Option Plan was as follows:


      For               Against              Abstain            Broker Non-Vote
---------------     ---------------      ---------------        ---------------
    9,252,030         11,195,513              34,281               2,557,361

The vote on ratification of the appointment of Ernst & Young LLP was as follows:


      For                    Against                     Abstain
---------------          ---------------             ----------------
   22,215,900                814,341                      8,944

     At  a  meeting  held   immediately   after  the  2003  Annual   Meeting  of
Shareholders,  our Board of Directors  approved the 2003  Director  Stock Option
Plan and called a Special  Meeting of Shareholders to seek approval of the Plan.
The 2003 Director  Stock Option Plan included  several  material  changes to the
Amended  and  Restated  1993  Directors'  Stock  Option Plan (which had not been
approved by shareholders  at the 2003 Annual Meeting)  intended to make the 2003
Director Plan acceptable to more  shareholders.  The Special Meeting was held on
June 27, 2003.  At the Special  Meeting,  Actel  shareholders  approved the 2003
Director  Stock Option Plan. The vote on approval of Actel's 2003 Director Stock
Option Plan was as follows:


       For                    Against                     Abstain
---------------          ---------------             ----------------
  11,441,629               10,890,250                      21,582


Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

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

      31            Certification of Chief Executive Officer and Chief Financial
                    Officer  pursuant to Rule 13a-14(a) (17 CFR  240.13a-14(a)),
                    as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
                    of 2002.

      32            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 July 23, 2003, we announced our financial  results for the quarter ended
July 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 July 23, 2003.


                                    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: August 13, 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)




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>exhibit31.txt
<DESCRIPTION>SECTION 302 CERTIFICATION
<TEXT>
                                                                      Exhibit 31

                                  CERTIFICATION



     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  officer(s) and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          (a) Designed such disclosure  controls and procedures,  or caused such
     disclosure controls and procedures to be designed under our supervision, 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  report is being
     prepared;

          (b)  Evaluated  the  effectiveness  of  the  registrant's   disclosure
     controls and procedures and presented in this report our conclusions  about
     the effectiveness of the disclosure controls and procedures,  as of the end
     of the period covered by this report based on such evaluation; and

          (c) Disclosed in this report any change in the  registrant's  internal
     control over financial reporting that occurred during the registrant's most
     recent fiscal quarter (the  registrant's  fourth fiscal quarter in the case
     of an annual report) that has materially affected,  or is reasonably likely
     to materially  affect,  the  registrant's  internal  control over financial
     reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial  reporting,  to
the registrant's  auditors and the audit committee of the registrant's  board of
directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design
     or  operation  of  internal  control  over  financial  reporting  which are
     reasonably  likely to adversely affect the registrant's  ability to record,
     process, summarize and report financial information; and

          (b) Any fraud,  whether or not material,  that involves  management or
     other employees who have a significant  role in the  registrant's  internal
     control over financial reporting.



        Date: August 13, 2003                     /s/ John C. East
                                      -----------------------------------------
                                                    John C. East
                                        President and Chief Executive Officer



<PAGE>


                                  CERTIFICATION



     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  officer(s) and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          (a) Designed such disclosure  controls and procedures,  or caused such
     disclosure controls and procedures to be designed under our supervision, 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  report is being
     prepared;

          (b)  Evaluated  the  effectiveness  of  the  registrant's   disclosure
     controls and procedures and presented in this report our conclusions  about
     the effectiveness of the disclosure controls and procedures,  as of the end
     of the period covered by this report based on such evaluation; and

          (c) Disclosed in this report any change in the  registrant's  internal
     control over financial reporting that occurred during the registrant's most
     recent fiscal quarter (the  registrant's  fourth fiscal quarter in the case
     of an annual report) that has materially affected,  or is reasonably likely
     to materially  affect,  the  registrant's  internal  control over financial
     reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial  reporting,  to
the registrant's  auditors and the audit committee of the registrant's  board of
directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design
     or  operation  of  internal  control  over  financial  reporting  which are
     reasonably  likely to adversely affect the registrant's  ability to record,
     process, summarize and report financial information; and

          (b) Any fraud,  whether or not material,  that involves  management or
     other employees who have a significant  role in the  registrant's  internal
     control over financial reporting.



        Date: August 13, 2003                     /s/ Jon A. Anderson
                                       -----------------------------------------
                                                    Jon A. Anderson
                                               Vice President of Finance
                                              and Chief Financial Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>4
<FILENAME>exhibit32.txt
<DESCRIPTION>SECTION 906 CERTIFICATION
<TEXT>



                                                                      Exhibit 32



      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



     I, John C. East,  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,  that the Quarterly
Report of Actel  Corporation  on Form 10-Q for the fiscal  quarter ended July 6,
2003,  fully  complies  with the  requirements  of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in such Quarterly
Report on Form 10-Q  fairly  presents in all  material  respects  the  financial
condition and results of operations of Actel Corporation.



                                                By:     /s/ John C. East
                                                   ----------------------------
                                                           John C. East
                                                      Chief Executive Officer
                                                         Actel Corporation




     I, Jon A. Anderson, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,  that the Quarterly
Report of Actel  Corporation  on Form 10-Q for the fiscal  quarter ended July 6,
2003,  fully  complies  with the  requirements  of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in such Quarterly
Report on Form 10-Q  fairly  presents in all  material  respects  the  financial
condition and results of operations of Actel Corporation.



                                                By:     /s/ Jon A. Anderson
                                                    ---------------------------
                                                          Jon A. Anderson
                                                      Chief Financial Officer
                                                         Actel Corporation







</TEXT>
</DOCUMENT>
</SUBMISSION>
