


                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                                Actel Corporation
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             (Exact name of Registrant as specified in its charter)

     California                                                77-009772
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(State of incorporation)                                 (IRS Employer I.D. No.)

              2061 Stierlin Court, Mountain View, California 94043
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                    (Address of principal executive offices)


Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class                         Name of each exchange on which
     to be so registered                         each class is to be registered
     -------------------                         ------------------------------

            None                                             None


If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box.

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box. X

Securities Act registration statement file number to which this form relates (if
applicable): Not applicable.

Securities to be registered pursuant to Section 12(g) of the Act:


                         Preferred Stock Purchase Rights
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<PAGE>


Item 1. Description of Securities to be Registered

          On October 17, 2003,  pursuant to a Preferred  Stock Rights  Agreement
     (the "Rights  Agreement")  between Actel  Corporation  (the  "Company") and
     Wells  Fargo Bank,  MN N.A.,  as Rights  Agent (the  "Rights  Agent"),  the
     Company's  Board of Directors  declared a dividend of one right (a "Right")
     to purchase one one-thousandth (0.001) of one share of the Company's Series
     A Participating Preferred Stock ("Series A Preferred") for each outstanding
     share of Common Stock, par value $0.001 per share ("Common Shares"), of the
     Company.  The dividend is payable on November 10, 2003 (the "Record  Date")
     to  shareholders  of record as of the close of business on that date.  Each
     Right  entitles  the  registered  holder to  purchase  from the Company one
     one-thousandth  (0.001)  of a share of Series A  Preferred  at an  exercise
     price of $220.00 (the "Purchase Price"), subject to adjustment.

          The following  summary of the principal terms of the Rights  Agreement
     is a general  description  only and is  subject to the  detailed  terms and
     conditions  of the  Rights  Agreement.  A copy of the Rights  Agreement  is
     attached hereto as Exhibit 4.1 and is incorporated herein by reference.

     Rights Evidenced by Common Share Certificates

          The  Rights  will  not be  exercisable  until  the  Distribution  Date
     (defined below).  Certificates for the Rights ("Rights  Certificates") will
     not be sent to  shareholders  and the Rights  will attach to and trade only
     together with the Common  Shares.  Accordingly,  Common Share  certificates
     outstanding  on the Record Date will evidence the Rights  related  thereto,
     and Common Share  certificates  issued after the Record Date will contain a
     notation  incorporating  the  Rights  Agreement  by  reference.  Until  the
     Distribution Date (or earlier redemption or expiration of the Rights),  the
     surrender or transfer of any certificates for Common Shares, outstanding as
     of the Record  Date,  even  without  notation  or a copy of the  Summary of
     Rights being  attached  thereto,  also will  constitute the transfer of the
     Rights associated with the Common Shares represented by such certificate.

     Distribution Date

          The  Rights  will  be  separate   from  the  Common   Shares,   Rights
     Certificates will be issued and the Rights will become exercisable upon the
     earlier of (a) the tenth day (or such later  date as may be  determined  by
     the Company's Board of Directors)  after a person or group of affiliated or
     associated persons ("Acquiring Person") has acquired, or obtained the right
     to acquire,  beneficial  ownership of 15% or more of the Common Shares then
     outstanding,  or (b) the tenth  business  day (or such later date as may be
     determined  by the Company's  Board of  Directors)  after a person or group
     announces  a tender or  exchange  offer,  the  consummation  of which would
     result in  ownership  by a person or group of 15% or more of the  Company's
     then outstanding Common Shares. The earlier of such dates is referred to as
     the "Distribution Date."

     Issuance of Rights Certificates; Expiration of Rights

          As soon as  practicable  following  the  Distribution  Date,  a Rights
     Certificate  will be mailed to holders of record of the Common Shares as of
     the close of business on the  Distribution  Date and such  separate  Rights
     Certificate  alone will evidence the Rights from and after the Distribution
     Date. The Rights will expire on the earliest of (i) November 10, 2013, (the
     "Final  Expiration  Date"), or (ii) redemption or exchange of the Rights as
     described below.

     Initial Exercise of the Rights

          Following the  Distribution  Date, and until one of the further events
     described  below,  holders of the Rights will be entitled to receive,  upon
     exercise and the payment of the Purchase Price, one one-thousandth share of
     the  Series  A  Preferred.  In the  event  that the  Company  does not have
     sufficient Series A Preferred available for all Rights to be exercised,  or
     the Board  decides  that such action is  necessary  and not contrary to the
     interests  of Rights  holders,  the Company may  instead  substitute  cash,
     assets or other  securities for the Series A Preferred for which the Rights
     would have been exercisable under this provision or as described below.

     Right to Buy Company Common Shares

          Unless the Rights are earlier redeemed, in the event that an Acquiring
     Person obtains 15% or more of the Company's then outstanding Common Shares,
     then each holder of a Right which has not theretofore been exercised (other
     than  Rights  beneficially  owned  by  the  Acquiring  Person,  which  will
     thereafter  be void)  will  thereafter  have the  right  to  receive,  upon
     exercise,  Common  Shares  having a value  equal to two times the  Purchase
     Price.  Rights are not exercisable  following the occurrence of an event as
     described  above until such time as the Rights are no longer  redeemable by
     the Company as set forth below.

     Right to Buy Acquiring Company Shares

          Similarly,  unless the Rights are earlier redeemed, in the event that,
     after  an  Acquiring  Person  obtains  15% or  more of the  Company's  then
     outstanding Common Shares, (i) the Company is acquired in a merger or other
     business  combination  transaction,  or (ii)  50% or more of the  Company's
     consolidated  assets or earning power are sold (other than in  transactions
     in the ordinary course of business),  proper provision must be made so that
     each holder of a Right which has not theretofore been exercised (other than
     Rights beneficially owned by the Acquiring Person, which will thereafter be
     void) will thereafter have the right to receive,  upon exercise,  shares of
     common stock of the acquiring company having a value equal to two times the
     Purchase Price.

     Exchange Provision

          At any  time  after an  Acquiring  Person  obtains  15% or more of the
     Company's then  outstanding  Common Shares and prior to the  acquisition by
     such Acquiring  Person of 50% or more of the Company's  outstanding  Common
     Shares,  the Board of  Directors  of the  Company may  exchange  the Rights
     (other than Rights owned by the Acquiring Person),  in whole or in part, at
     an exchange ratio of one Common Share per Right.

     Redemption

          At any time on or prior to the Close of Business on the earlier of (i)
     the fifth day following the attainment of 15% or more of the Company's then
     outstanding Common Shares by an Acquiring Person (or such later date as may
     be determined  by action of the  Company's  Board of Directors and publicly
     announced by the Company),  or (ii) the Final  Expiration Date, the Company
     may redeem the Rights in whole,  but not in part,  at a price of $0.001 per
     Right.

     Adjustments to Prevent Dilution

          The Purchase  Price payable,  the number of Rights,  and the number of
     Series A  Preferred  or  Common  Shares  or other  securities  or  property
     issuable upon exercise of the Rights are subject to adjustment from time to
     time in connection with the dilutive  issuances by the Company as set forth
     in the Rights  Agreement.  With certain  exceptions,  no  adjustment in the
     Purchase Price will be required  until  cumulative  adjustments  require an
     adjustment of at least 1% in such Purchase Price.

     Cash Paid Instead of Issuing Fractional Shares

          No  fractional  Common  Shares will be issued upon exercise of a Right
     and,  in lieu  thereof,  an  adjustment  in cash will be made  based on the
     market  price of the Common  Shares on the last  trading  date prior to the
     date of exercise.

     No Shareholders' Rights Prior to Exercise

          Until a Right is exercised,  the holder thereof, as such, will have no
     rights as a  shareholder  of the Company  (other than any rights  resulting
     from  such  holder's  ownership  of  Common  Shares),  including,   without
     limitation, the right to vote or to receive dividends.

     Amendment of Rights Agreement

          The terms of the Rights and the Rights Agreement may be amended in any
     respect  without  the  consent  of the  Rights  holders  on or prior to the
     Distribution  Date;  thereafter,  the terms of the  Rights  and the  Rights
     Agreement may be amended without the consent of the Rights holders in order
     to cure any  ambiguities  or to make changes which do not adversely  affect
     the interests of Rights holders (other than the Acquiring Person).

     Rights and Preferences of the Series A Preferred

          Each one  one-thousandth  of a share of Series A Preferred  has rights
     and preferences substantially equivalent to those of one Common Share.

     No Voting Rights

          Rights will not have any voting rights.

     Certain Anti-Takeover Effects

          The Rights  approved by the Board of Directors are designed to protect
     and maximize the value of the outstanding  equity  interests in the Company
     in the event of an  unsolicited  attempt  by an  acquirer  to take over the
     Company  in a manner or on terms not  approved  by the Board of  Directors.
     Takeover  attempts  frequently  include  coercive  tactics to  deprive  the
     Company's Board of Directors and its  shareholders of any real  opportunity
     to determine  the destiny of the Company.  The Rights have been declared by
     the Board in order to deter such tactics,  including a gradual accumulation
     of shares in the open market of 15% or greater position to be followed by a
     merger  or a  partial  or  two-tier  tender  offer  that does not treat all
     shareholders equally. These tactics unfairly pressure shareholders, squeeze
     them out of their  investment  without  giving  them  any real  choice  and
     deprive them of the full value of their shares.

          The Rights are not  intended  to prevent a takeover of the Company and
     will not do so. Subject to the restrictions described above, the Rights may
     be  redeemed  by the  Company  at $0.001 per Right at any time prior to the
     Distribution  Date.  Accordingly,  the Rights should not interfere with any
     merger or business combination approved by the Board of Directors.

          However, the Rights may have the effect of rendering more difficult or
     discouraging an acquisition of the Company deemed  undesirable by the Board
     of  Directors.  The Rights may cause  substantial  dilution  to a person or
     group  that  attempts  to acquire  the  Company on terms or in a manner not
     approved by the Company's  Board of Directors,  except pursuant to an offer
     conditioned upon the negation, purchase or redemption of the Rights.

          Issuance  of the  Rights  does  not in any way  weaken  the  financial
     strength of the Company or interfere with its business plans.  The issuance
     of the Rights  themselves has no dilutive effect,  will not affect reported
     earnings  per  share,  should  not  be  taxable  to the  Company  or to its
     shareholders, and will not change the way in which the Company's shares are
     presently traded. The Company's Board of Directors believes that the Rights
     represent a sound and reasonable  means of addressing the complex issues of
     corporate policy created by the current takeover environment.

Item 2.   Exhibits

3.1       Restated Articles of  Incorporation,  as amended (filed as Exhibit 3.1
          to the Registrant's  Annual Report on Form 10-K (File No. 0-21970) for
          the fiscal year ended January 5, 2003).

3.2       Restated  Bylaws  of  the  Registrant  (filed  as  Exhibit  3.2 to the
          Registrant's  Annual  Report on Form 10-K (File No.  0-21970)  for the
          fiscal year ended January 5, 2003).

3.3       Certificate of Amendment to Certificate  of  Determination  of Rights,
          Preferences and Privileges of Series A  Participating  Preferred Stock
          of Actel Corporation.

4.1       Preferred  Stock  Rights  Agreement,  dated as of  October  17,  2003,
          between  the Company and Wells  Fargo  Bank,  MN N.A.,  including  the
          Certificate of Amendment of Certificate to Determination,  the form of
          Rights  Certificate  and the  Summary  of Rights  attached  thereto as
          Exhibits A, B, and C, respectively.


<PAGE>



                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.

     Date:  October 24, 2003                ACTEL CORPORATION


                                   By:      /s/ Jon A. Anderson
                                            ------------------------------------
                                            Jon A. Anderson
                                            Vice President of Finance and Chief
                                            Financial Officer



