As filed with the Securities and Exchange Commission on February 2, 1999.

                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

                                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 E. Arques Ave.
                               Sunnyvale, CA 94086
                    (Address of principal executive offices
)
                            -------------------------

                        1986 INCENTIVE STOCK OPTION PLAN
                        1993 DIRECTORS' STOCK OPTION PLAN
                        1993 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

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

                                  John C. East
                      President and Chief Executive Officer
                                ACTEL CORPORATION
                               955 E. Arques Ave.
                               Sunnyvale, CA 94086
                                 (408) 739-1010
            (Name, address and telephone number of agent for service)

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

                                   Copies to:

                            HENRY P. MASSEY, JR. ESQ.
                             PETER S. HEINECKE, ESQ.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (650) 493-9300



                                       1
<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                   Proposed             Proposed                    
              Title of                       Maximum                Maximum             Maximum                        
             Securities                       Amount               Offering            Aggregate           Amount of
               to be                          to be                Price Per            Offering         Registration
             Registered                     Registered               Share               Price               Fee
------------------------------------- ----------------------- -------------------- ------------------- -----------------
<S>           <C>                        <C>                       <C>                <C>                   <C>     
Common Stock, $0.001 par value, to       2,781,488 shares          $ 17.969(2)        $ 49,980,558          $ 13,895
be issued under 1986 Incentive                                                     
Stock Option Plan

Common Stock,$0.001 par value, to          127,500 shares          $ 17.969(2)           2,291,048               637
be issued under 1993 Directors'                                                    
Stock Option Plan

Common Stock,$0.001 par value, to        2,119,680 shares          $ 17.969(2)          38,088,530            10,589
be issued under 1993 Employee Stock
Purchase Plan
------------------------------------- ----------------------- -------------------- ------------------- -----------------
Total                                    5,028,668 shares(1)                          $ 90,360,136          $ 25,121
===================================== ======================= ==================== =================== =================
<FN>
(1)      For the sole purpose of calculating the registration fee, the number of
         shares to be registered under this Registration Statement is the number
         of additional  shares  authorized to be issued under the 1986 Incentive
         Stock Option Plan, the 1993 Directors'  Stock Option Plan, and the 1993
         Employee Stock Purchase Plan.

(2)      Estimated in accordance  with Rule 457(h) under the  Securities  Act of
         1933, as amended (the "Act") solely for the purpose of calculating  the
         total registration fee.  Computation based upon the average of the high
         and low prices of the Common  Stock as reported on the Nasdaq  National
         Market on January 29,  1999  because the prices at which the options to
         be  granted  in the  future  may be  exercised  and the prices at which
         shares will be purchased in the future are not currently determinable.
</FN>
</TABLE>

                                       2
<PAGE>

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3   INFORMATION INCORPORATED BY REFERENCE

         The  following  documents  and  information  heretofore  filed with the
Securities and Exchange Commission are hereby incorporated by reference:

         Item 3(a)

                  The Registrant's Annual Report on Form 10-K filed on March 31,
         1998, which contains audited financial  statements for the Registrant's
         fiscal year ended  December 28, 1997,  the latest fiscal year for which
         such statements have been filed.

         Item 3(b)

                  The  Registrant's  Quarterly  Report on Form 10-Q filed on May
         13,  1998,   which  contains  the  Registrant's   unaudited   financial
         statements as of March 29, 1998.

                  The Registrant's Quarterly Report on Form 10-Q filed on August
         17,  1998,   which  contains  the  Registrant's   unaudited   financial
         statements as of June 28, 1998.

                  The  Registrant's  Quarterly  Report  on Form  10-Q  filed  on
         November 18, 1998, which contains the Registrant's  unaudited financial
         statements as of October 4, 1998.

         Item 3(c)

                  Items 1 and 2 of the  Registrant's  Registration  Statement on
         Form 8-A declared  effective on August 2, 1993,  pursuant to Section 12
         of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
         Act").

                  All documents subsequently filed by the Registrant pursuant to
         Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the
         filing  of  a   post-effective   amendment  which  indicates  that  all
         securities  offered have been sold or which  deregisters all securities
         then remaining unsold,  shall be deemed to be incorporated by reference
         in this  Registration  Statement and to be part hereof from the date of
         filing of such documents.

Item 4   DESCRIPTION OF SECURITIES

         Not Applicable.

Item 5   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.


                                       3
<PAGE>

Item 6   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by the California General  Corporation Law, the Registrant
has included in its  Articles of  Incorporation  a provision  to  eliminate  the
personal  liability of its directors for monetary  damages for breach or alleged
breach of their fiduciary duties as directors, subject to certain exceptions. In
addition,  the Bylaws of the Registrant  provide that the Registrant is required
to indemnify its officers and directors under certain  circumstances,  including
those circumstances in which  indemnification  would otherwise be discretionary,
and the Registrant is required to advance expenses to its officers and directors
as incurred in connection  with  proceedings  against them for which they may be
indemnified. The Registrant has entered into indemnification agreements with its
officers and directors  containing  provisions that are in some respects broader
than the specific indemnification provisions contained in the California General
Corporation  Law. The  indemnification  agreements  may require the  Registrant,
among other things,  to indemnify  such officers and directors  against  certain
liabilities  that may arise by reason of their status or service as directors or
officers (other than liabilities  arising from willful  misconduct of a culpable
nature),  to  advance  their  expenses  incurred  as a result of any  proceeding
against them as to which they could be indemnified, and to obtain directors' and
officers' insurance if available on reasonable terms. At present, the Registrant
is not aware of any pending or threatened  litigation or proceeding  involving a
director,  officer, employee or agent of the Registrant in which indemnification
would be  required  or  permitted.  The  Registrant  believes  that its  charter
provisions  and  indemnification  agreements are necessary to attract and retain
qualified persons as directors and officers.

Item 7   EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8   EXHIBITS

          Exhibit
          Number                         Document

            4.1            Restated  Certificate of  Incorporation of Registrant
                           (incorporated   by   reference   to  Exhibit  2.2  to
                           Registrant's  Form S-1 (file No.  33-64704)  declared
                           effective on August 2, 1993).

            5.1            Opinion of Counsel as to Legality of Securities Being
                           Registered.

           23.1            Consent of Ernst & Young,  LLP  Independent  Auditors
                           (see page 7).

           23.2            Consent of Counsel (contained in Exhibit 5.1 hereto).

           24              Power of Attorney (see page 6).


                                       4
<PAGE>

Item 9   UNDERTAKINGS

         A.       The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the  Act,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       5
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant,  Actel Corporation,  a corporation  organized and existing under the
laws of the State of California,  certifies  that it has  reasonable  grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the City of  Sunnyvale,  State of
California, on February 2, 1999.

                                    ACTEL CORPORATION


February 2, 1999                    By:          /s/ David L. Van De Hey
                                       -----------------------------------------
                                                   David L. Van De Hey
                                              Vice President & General Counsel
                                                      and Secretary

                                POWER OF ATTORNEY

 KNOW ALL PERSONS BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints John C. East and David L. Van de Hey, jointly and
severally, his attorneys-in-fact,  each with the power of substitution,  for him
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file the same, with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying  and  confirming  all  that  each  of said  attorneys-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

 Pursuant to the  requirements of the Securities Act of 1933, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
                Signature                                          Title                                Date
------------------------------------------  ---------------------------------------------------   ----------------
       <S>                                  <C>                                                    <C> 
             /s/ John C. East               President and Chief  Executive  Officer  (Principal    January 22, 1999
------------------------------------------  Executive Officer) and Director
              (John C. East)                                                     

           /s/ Henry L. Perret              Vice  President  of  Finance  and  Chief  Financial    January 22, 1999
------------------------------------------  Officer   (Principal   Financial   and   Accounting 
            (Henry L. Perret)               Officer)

            /s/ Jos C. Henkens              Director                                               January 22, 1999
------------------------------------------
             (Jos C. Henkens)

          /s/ Jacob S. Jacobsson            Director                                               January 22, 1999
------------------------------------------
           (Jacob S. Jacobsson)

       /s/ Frederic N. Schwettmann          Director                                               January 22, 1999
------------------------------------------
        (Frederic N. Schwettmann)

          /s/ Robert G. Spencer             Director                                               January 22, 1999
------------------------------------------
           (Robert G. Spencer)
</TABLE>

                                       6
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 16636}]
{"company-data": {"conformed-name": "ACTEL CORP", "cik": "0000907687", "assigned-sic": "3672", "irs-number": "770097724", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71627", "film-number": "99519521"}, "business-address": {"street1": "955 EAST ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4087391010"}, "mail-address": {"street1": "955 EAST ARQUES AVE", "street2": "955 EAST ARQUES AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}}
As filed with the Securities and Exchange Commission on February 2, 1999.

                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

                                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 E. Arques Ave.
                               Sunnyvale, CA 94086
                    (Address of principal executive offices
)
                            -------------------------

                        1986 INCENTIVE STOCK OPTION PLAN
                        1993 DIRECTORS' STOCK OPTION PLAN
                        1993 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

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

                                  John C. East
                      President and Chief Executive Officer
                                ACTEL CORPORATION
                               955 E. Arques Ave.
                               Sunnyvale, CA 94086
                                 (408) 739-1010
            (Name, address and telephone number of agent for service)

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

                                   Copies to:

                            HENRY P. MASSEY, JR. ESQ.
                             PETER S. HEINECKE, ESQ.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (650) 493-9300

                                       1
CALCULATION OF REGISTRATION FEE
Proposed             Proposed                    
              Title of                       Maximum                Maximum             Maximum                        
             Securities                       Amount               Offering            Aggregate           Amount of
               to be                          to be                Price Per            Offering         Registration
             Registered                     Registered               Share               Price               Fee
------------------------------------- ----------------------- -------------------- ------------------- -----------------
Common Stock, $0.001 par value, to       2,781,488 shares          $ 17.969(2)        $ 49,980,558          $ 13,895
be issued under 1986 Incentive                                                     
Stock Option Plan

Common Stock,$0.001 par value, to          127,500 shares          $ 17.969(2)           2,291,048               637
be issued under 1993 Directors'                                                    
Stock Option Plan

Common Stock,$0.001 par value, to        2,119,680 shares          $ 17.969(2)          38,088,530            10,589
be issued under 1993 Employee Stock
Purchase Plan
------------------------------------- ----------------------- -------------------- ------------------- -----------------
Total                                    5,028,668 shares(1)                          $ 90,360,136          $ 25,121
===================================== ======================= ==================== =================== =================
(1)      For the sole purpose of calculating the registration fee, the number of
         shares to be registered under this Registration Statement is the number
         of additional  shares  authorized to be issued under the 1986 Incentive
         Stock Option Plan, the 1993 Directors'  Stock Option Plan, and the 1993
         Employee Stock Purchase Plan.

(2)      Estimated in accordance  with Rule 457(h) under the  Securities  Act of
         1933, as amended (the "Act") solely for the purpose of calculating  the
         total registration fee.  Computation based upon the average of the high
         and low prices of the Common  Stock as reported on the Nasdaq  National
         Market on January 29,  1999  because the prices at which the options to
         be  granted  in the  future  may be  exercised  and the prices at which
         shares will be purchased in the future are not currently determinable.
2
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3   INFORMATION INCORPORATED BY REFERENCE

         The  following  documents  and  information  heretofore  filed with the
Securities and Exchange Commission are hereby incorporated by reference:

         Item 3(a)

                  The Registrant's Annual Report on Form 10-K filed on March 31,
         1998, which contains audited financial  statements for the Registrant's
         fiscal year ended  December 28, 1997,  the latest fiscal year for which
         such statements have been filed.

         Item 3(b)

                  The  Registrant's  Quarterly  Report on Form 10-Q filed on May
         13,  1998,   which  contains  the  Registrant's   unaudited   financial
         statements as of March 29, 1998.

                  The Registrant's Quarterly Report on Form 10-Q filed on August
         17,  1998,   which  contains  the  Registrant's   unaudited   financial
         statements as of June 28, 1998.

                  The  Registrant's  Quarterly  Report  on Form  10-Q  filed  on
         November 18, 1998, which contains the Registrant's  unaudited financial
         statements as of October 4, 1998.

         Item 3(c)

                  Items 1 and 2 of the  Registrant's  Registration  Statement on
         Form 8-A declared  effective on August 2, 1993,  pursuant to Section 12
         of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
         Act").

                  All documents subsequently filed by the Registrant pursuant to
         Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the
         filing  of  a   post-effective   amendment  which  indicates  that  all
         securities  offered have been sold or which  deregisters all securities
         then remaining unsold,  shall be deemed to be incorporated by reference
         in this  Registration  Statement and to be part hereof from the date of
         filing of such documents.

Item 4   DESCRIPTION OF SECURITIES

         Not Applicable.

Item 5   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

                                       3
Item 6   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by the California General  Corporation Law, the Registrant
has included in its  Articles of  Incorporation  a provision  to  eliminate  the
personal  liability of its directors for monetary  damages for breach or alleged
breach of their fiduciary duties as directors, subject to certain exceptions. In
addition,  the Bylaws of the Registrant  provide that the Registrant is required
to indemnify its officers and directors under certain  circumstances,  including
those circumstances in which  indemnification  would otherwise be discretionary,
and the Registrant is required to advance expenses to its officers and directors
as incurred in connection  with  proceedings  against them for which they may be
indemnified. The Registrant has entered into indemnification agreements with its
officers and directors  containing  provisions that are in some respects broader
than the specific indemnification provisions contained in the California General
Corporation  Law. The  indemnification  agreements  may require the  Registrant,
among other things,  to indemnify  such officers and directors  against  certain
liabilities  that may arise by reason of their status or service as directors or
officers (other than liabilities  arising from willful  misconduct of a culpable
nature),  to  advance  their  expenses  incurred  as a result of any  proceeding
against them as to which they could be indemnified, and to obtain directors' and
officers' insurance if available on reasonable terms. At present, the Registrant
is not aware of any pending or threatened  litigation or proceeding  involving a
director,  officer, employee or agent of the Registrant in which indemnification
would be  required  or  permitted.  The  Registrant  believes  that its  charter
provisions  and  indemnification  agreements are necessary to attract and retain
qualified persons as directors and officers.

Item 7   EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

Item 8   EXHIBITS

          Exhibit
          Number                         Document

            4.1            Restated  Certificate of  Incorporation of Registrant
                           (incorporated   by   reference   to  Exhibit  2.2  to
                           Registrant's  Form S-1 (file No.  33-64704)  declared
                           effective on August 2, 1993).

            5.1            Opinion of Counsel as to Legality of Securities Being
                           Registered.

           23.1            Consent of Ernst & Young,  LLP  Independent  Auditors
                           (see page 7).

           23.2            Consent of Counsel (contained in Exhibit 5.1 hereto).

           24              Power of Attorney (see page 6).

                                       4
Item 9   UNDERTAKINGS

         A.       The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the  Act,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant,  Actel Corporation,  a corporation  organized and existing under the
laws of the State of California,  certifies  that it has  reasonable  grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the City of  Sunnyvale,  State of
California, on February 2, 1999.

                                    ACTEL CORPORATION

February 2, 1999                    By:          /s/ David L. Van De Hey
                                       -----------------------------------------
                                                   David L. Van De Hey
                                              Vice President & General Counsel
                                                      and Secretary

                                POWER OF ATTORNEY

 KNOW ALL PERSONS BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints John C. East and David L. Van de Hey, jointly and
severally, his attorneys-in-fact,  each with the power of substitution,  for him
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file the same, with exhibits  thereto and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying  and  confirming  all  that  each  of said  attorneys-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

 Pursuant to the  requirements of the Securities Act of 1933, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signature                                          Title                                Date
------------------------------------------  ---------------------------------------------------   ----------------
/s/ John C. East               President and Chief  Executive  Officer  (Principal    January 22, 1999
------------------------------------------  Executive Officer) and Director
              (John C. East)                                                     

           /s/ Henry L. Perret              Vice  President  of  Finance  and  Chief  Financial    January 22, 1999
------------------------------------------  Officer   (Principal   Financial   and   Accounting 
            (Henry L. Perret)               Officer)

            /s/ Jos C. Henkens              Director                                               January 22, 1999
------------------------------------------
             (Jos C. Henkens)

          /s/ Jacob S. Jacobsson            Director                                               January 22, 1999
------------------------------------------
           (Jacob S. Jacobsson)

       /s/ Frederic N. Schwettmann          Director                                               January 22, 1999
------------------------------------------
        (Frederic N. Schwettmann)

          /s/ Robert G. Spencer             Director                                               January 22, 1999
------------------------------------------
           (Robert G. Spencer)
6