

                           CERTIFICATE OF AMENDMENT TO
                         CERTIFICATE OF DETERMINATION OF
                      RIGHTS, PREFERENCES AND PRIVILEGES OF
                  SERIES A PREFERRED STOCK OF ACTEL CORPORATION

  The undersigned, David L. Van De Hey and David E. Foster, do hereby certify:


     A. That they are the duly elected and acting Vice  President  and Assistant
Secretary of Actel Corporation, a California corporation (the "Corporation").

     B. That,  immediately prior to the filing of this Certificate of Amendment,
the  Corporation was authorized to issue  5,000,000  shares of Preferred  Stock,
1,000,000 shares of which were designated as "Series A Preferred  Stock," and no
shares of Series A Preferred Stock were outstanding.

     C. That pursuant to the authority  conferred upon the Board of Directors by
the Amended and Restated Articles of Incorporation of the said Corporation,  the
said Board of  Directors  of the  Corporation  on October 17,  2003  adopted the
following  resolutions  decreasing by 500,000 the number of shares designated as
"Series A Preferred Stock":

"Decrease in Authorized Number of Shares of Series A Preferred Stock
--------------------------------------------------------------------

     RESOLVED:  That pursuant to Article 3 of the Amended and Restated  Articles
     of  Incorporation of the Corporation and Section 401(c) of the Corporations
     Code of California,  the Board of Directors hereby decreases by 500,000 the
     number of shares  designated  as  "Series A  Preferred  Stock," so that the
     number of shares designated as Series A Preferred Stock equals 500,000.

     RESOLVED FURTHER:  That pursuant to Section 3.2 of the Amended and Restated
     Articles  of  Incorporation   of  the   Corporation,   the  500,000  shares
     constituting  the decrease in the number of shares  designated as "Series A
     Preferred Stock" shall resume the status which such shares had prior to the
     adoption of the resolution  originally  fixing the number of shares of such
     series, so that the number of shares of undesignated Preferred Stock equals
     4,500,000.

     RESOLVED  FURTHER:  That  the  President  or any  Vice  President  and  the
     Secretary  or any  Assistant  Secretary  of this  corporation  be, and they
     hereby are,  authorized  and directed to prepare and file a Certificate  of
     Amendment to the Certificate of  Determination  of Rights,  Preferences and
     Privileges in accordance  with the foregoing  resolutions  (relating to the
     decrease in the  authorized  number of shares of Series A Preferred  Stock)
     and the  following  resolutions  (relating  to the  creation  of a Series A
     Participating  Preferred Stock) and the applicable provisions of California
     law and to take such actions as they may deem  necessary or  appropriate to
     carry out the intent of the foregoing resolution.

     RESOLVED  FURTHER:   That  the  proper  officers  of  the  Corporation  are
     authorized  and  directed  to take any action that they deem  necessary  or
     advisable to carry out the intent of the above resolutions."

     D. That pursuant to the authority  conferred upon the Board of Directors by
the Amended and Restated Articles of Incorporation of the said Corporation,  the
said Board of  Directors  of the  Corporation  on October 17,  2003  adopted the
following  resolutions  altering  the  rights,   preferences,   privileges,  and
restrictions of Series A Preferred Stock of the Corporation,  redesignating such
series "Series A Participating Preferred Stock":

"Alteration of Rights, Preferences, and Privileges
--------------------------------------------------

     RESOLVED:  That pursuant to Article 3 of the Amended and Restated  Articles
     of  Incorporation of the Corporation and Section 401(b) of the Corporations
     Code of California,  the Board of Directors does hereby alter and amend the
     designations, powers, preferences and relative and other special rights and
     the qualifications,  limitations and restrictions of the Series A Preferred
     Stock  of the  Corporation,  to be  redesignated  "Series  A  Participating
     Preferred Stock,"  initially  consisting of 500,000 shares, to read in full
     as set forth below:

     1. Designation and Amount. The shares of such series shall be designated as
"Series A Participating  Preferred Stock." The Series A Participating  Preferred
Stock  shall  have a par value of $0.001  per  share,  and the  number of shares
constituting such series shall be 500,000.

     2. Proportional Adjustment.  In the event that the Corporation shall at any
time  after the  issuance  of any  share or  shares  of  Series A  Participating
Preferred  Stock (i) declare any  dividend  on Common  Stock of the  Corporation
payable in shares of Common Stock,  (ii) subdivide the outstanding  Common Stock
or (iii) combine the  outstanding  Common Stock into a smaller number of shares,
then  in  each  such  case  the  Corporation  shall   simultaneously   effect  a
proportional  adjustment  to the  number  of  outstanding  shares  of  Series  A
Participating Preferred Stock.

     3. Dividends and Distributions.

          (a)  Subject  to the prior and  superior  right of the  holders of any
     shares of any series of Preferred  Stock  ranking prior and superior to the
     shares of Series A Participating Preferred Stock with respect to dividends,
     the holders of shares of Series A  Participating  Preferred  Stock shall be
     entitled to receive  when, as and if declared by the Board of Directors out
     of funds legally available for the purpose,  quarterly dividends payable in
     cash on the last day of March,  June,  September  and December in each year
     (each such date being referred to herein as a "Quarterly  Dividend  Payment
     Date"),  commencing on the first Quarterly  Dividend Payment Date after the
     first issuance of a share or fraction of a share of Series A  Participating
     Preferred Stock, in an amount per share (rounded to the nearest cent) equal
     to 1,000 times the  aggregate per share amount of all cash  dividends,  and
     1,000  times  the  aggregate  per  share  amount  (payable  in kind) of all
     non-cash dividends or other  distributions other than a dividend payable in
     shares of Common Stock or a subdivision of the outstanding shares of Common
     Stock (by  reclassification  or  otherwise),  declared on the Common  Stock
     since the immediately  preceding  Quarterly Dividend Payment Date, or, with
     respect  to the first  Quarterly  Dividend  Payment  Date,  since the first
     issuance  of any share or  fraction  of a share of  Series A  Participating
     Preferred Stock.

          (b) The  Corporation  shall declare a dividend or  distribution on the
     Series A  Participating  Preferred Stock as provided in paragraph (a) above
     simultaneously  with its  declaration of a dividend or  distribution on the
     Common Stock (other than a dividend payable in shares of Common Stock).

          (c) Dividends shall begin to accrue on outstanding  shares of Series A
     Participating Preferred Stock from the Quarterly Dividend Payment Date next
     preceding  the date of  issue  of such  shares  of  Series A  Participating
     Preferred  Stock,  unless the date of issue of such  shares is prior to the
     record date for the first  Quarterly  Dividend  Payment Date, in which case
     dividends  on such  shares  shall begin to accrue from the date of issue of
     such shares,  or unless the date of issue is a Quarterly  Dividend  Payment
     Date or is a date after the record date for the determination of holders of
     shares of Series A  Participating  Preferred  Stock  entitled  to receive a
     quarterly  dividend and before such  Quarterly  Dividend  Payment  Date, in
     either of which  events  such  dividends  shall  begin to accrue  from such
     Quarterly  Dividend  Payment Date.  Accrued but unpaid  dividends shall not
     bear  interest.  Dividends  paid on the  shares of  Series A  Participating
     Preferred  Stock in an amount less than the total amount of such  dividends
     at the time accrued and payable on such shares shall be allocated  pro rata
     on a  share-by-share  basis among all such shares at the time  outstanding.
     The  Board of  Directors  may fix a record  date for the  determination  of
     holders of shares of Series A  Participating  Preferred  Stock  entitled to
     receive  payment of a dividend  or  distribution  declared  thereon,  which
     record  date  shall be no more than 30 days prior to the date fixed for the
     payment thereof.

     4. Voting Rights. The holders of shares of Series A Participating Preferred
Stock shall have the following voting rights:

          (a) Each share of Series A Participating Preferred Stock shall entitle
     the holder thereof to 1,000 votes on all matters submitted to a vote of the
     Shareholders of the Corporation.

          (b) Except as  otherwise  provided  herein or by law,  the  holders of
     shares of Series A Participating  Preferred Stock and the holders of shares
     of Common Stock shall vote  together as one class on all matters  submitted
     to a vote of Shareholders of the Corporation.

          (c) Except as required by law,  the holders of Series A  Participating
     Preferred Stock shall have no special voting rights and their consent shall
     not be required  (except to the extent that they are  entitled to vote with
     holders of Common  Stock as set forth  herein)  for  taking  any  corporate
     action.

     5. Certain Restrictions.

          (a) The  Corporation  shall not  declare  any  dividend  on,  make any
     distribution   on,  or  redeem  or  purchase  or   otherwise   acquire  for
     consideration  any shares of Common  Stock  after the first  issuance  of a
     share or  fraction  of a share of Series A  Participating  Preferred  Stock
     unless  concurrently  therewith it shall declare a dividend on the Series A
     Participating Preferred Stock as required by Section 3 hereof.

          (b) Whenever  quarterly  dividends or other dividends or distributions
     payable  on the  Series A  Participating  Preferred  Stock as  provided  in
     Section 3 are in  arrears,  thereafter  and until all  accrued  and  unpaid
     dividends and distributions, whether or not declared, on shares of Series A
     Participating Preferred Stock outstanding shall have been paid in full, the
     Corporation shall not

               (i) declare or pay dividends on, make any other distributions on,
          or redeem or  purchase or  otherwise  acquire  for  consideration  any
          shares  of  stock  ranking  junior  (either  as to  dividends  or upon
          liquidation,  dissolution or winding up) to the Series A Participating
          Preferred Stock;

               (ii) declare or pay dividends on, or make any other distributions
          on any shares of stock ranking on a parity  (either as to dividends or
          upon  liquidation,  dissolution  or  winding  up)  with  the  Series A
          Participating  Preferred  Stock,  except dividends paid ratably on the
          Series A  Participating  Preferred  Stock and all such parity stock on
          which  dividends  are payable or in arrears in proportion to the total
          amounts to which the holders of all such shares are then entitled;

               (iii) redeem or purchase or otherwise  acquire for  consideration
          shares of any stock  ranking on a parity  (either as to  dividends  or
          upon  liquidation,  dissolution  or  winding  up)  with  the  Series A
          Participating  Preferred  Stock,  provided that the Corporation may at
          any time  redeem,  purchase or  otherwise  acquire  shares of any such
          parity  stock in exchange  for shares of any stock of the  Corporation
          ranking   junior   (either  as  to  dividends  or  upon   dissolution,
          liquidation  or winding  up) to the Series A  Participating  Preferred
          Stock;

               (iv) purchase or otherwise  acquire for  consideration any shares
          of Series A  Participating  Preferred  Stock,  or any  shares of stock
          ranking on a parity with the Series A Participating  Preferred  Stock,
          except in  accordance  with a  purchase  offer  made in  writing or by
          publication  (as  determined by the Board of Directors) to all holders
          of such  shares  upon  such  terms as the  Board of  Directors,  after
          consideration  of the  respective  annual  dividend  rates  and  other
          relative  rights and  preferences of the respective  Series A classes,
          shall  determine  in good  faith  will  result  in fair and  equitable
          treatment among the respective series or classes.

          (c) The Corporation shall not permit any subsidiary of the Corporation
     to purchase or otherwise  acquire for  consideration any shares of stock of
     the Corporation  unless the Corporation  could, under paragraph (a) of this
     Section 5,  purchase or  otherwise  acquire such shares at such time and in
     such manner.

     6. Reacquired Shares. Any shares of Series A Participating  Preferred Stock
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and canceled promptly after the acquisition  thereof.  All such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and  restrictions on issuance set forth herein and in the Amended
and Restated Articles of Incorporation, as then amended.

     7.   Liquidation,   Dissolution  or  Winding  Up.  Upon  any   liquidation,
dissolution or winding up of the Corporation,  the holders of shares of Series A
Participating  Preferred Stock shall be entitled to receive an aggregate  amount
per share equal to 1,000 times the aggregate  amount to be distributed per share
to holders of shares of Common  Stock plus an amount  equal to any  accrued  and
unpaid dividends on such shares of Series A Participating Preferred Stock.

     8. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation,  merger,  combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or  securities,  cash
and/or  any  other  property,  then in any such  case  the  shares  of  Series A
Participating  Preferred Stock shall at the same time be similarly  exchanged or
changed  in an amount per share  equal to 1,000  times the  aggregate  amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be,  into  which or for which  each  share of  Common  Stock is  changed  or
exchanged.

     9. No  Redemption.  The shares of Series A  Participating  Preferred  Stock
shall not be redeemable.

     10. Ranking.  The Series A Participating  Preferred Stock shall rank junior
to all other series of the  Corporation's  Preferred  Stock as to the payment of
dividends and the  distribution  of assets,  unless the terms of any such series
shall provide otherwise.

     11.  Amendment.  The Amended and Restated  Articles of Incorporation of the
Corporation  shall not be further  amended in any manner which would  materially
alter or change  the  powers,  preference  or  special  rights  of the  Series A
Participating  Preferred  Stock  so as to  affect  them  adversely  without  the
affirmative  vote of the  holders of a  majority  of the  outstanding  shares of
Series A Participating Preferred Stock, voting separately as a series.

     12. Fractional Shares. Series A Participating Preferred Stock may be issued
in fractions of a share which shall  entitle the holder,  in  proportion to such
holder's  fractional  shares,  to exercise  voting  rights,  receive  dividends,
participate  in  distributions  and to have the  benefit of all other  rights of
holders of Series A Participating Preferred Stock.

     RESOLVED  FURTHER:  That  the  President  or any  Vice  President  and  the
     Secretary  or any  Assistant  Secretary  of this  Corporation  be, and they
     hereby are,  authorized  and directed to prepare and file a Certificate  of
     Amendment  to the  Certificate  of  Determination  in  accordance  with the
     foregoing resolutions and the provisions of California law and to take such
     actions as they may deem  necessary or  appropriate to carry out the intent
     of the foregoing resolutions."

     E.  That  the  authorized  number  of  shares  of  Preferred  Stock  of the
Corporation  is  5,000,000,   the  number  of  shares   constituting   Series  A
Participating  Preferred Stock is 500,000,  and no such Preferred Stock has been
issued.

     We further  declare  under penalty of perjury that the matters set forth in
the foregoing  Certificate of Amendment to the Certificate of Determination  are
true and correct of our own knowledge.

     Executed at Mountain View, California on October 17, 2003.




                                                     ---------------------------
                                                     David L. Van De Hey
                                                     Vice President




                                                     ---------------------------
                                                     David E. Foster
                                                     Assistant Secretary


