As filed with the Securities and Exchange Commission on February 1, 2002
                              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 of Incorporation)             (I.R.S. Employer Identification Number)

                              955 East Arques Ave.
                        Sunnyvale, California 94086-4533
                    (Address of principal executive offices)



               ACTEL CORPORATION 1986 INCENTIVE STOCK OPTION PLAN
               ACTEL CORPORATION 1993 DIRECTORS' STOCK OPTION PLAN
            ACTEL CORPORATION 1995 EMPLOYEE AND CONSULTANT STOCK PLAN
                            (Full title of the Plans)


                                  John C. East
                      President and Chief Executive Officer
                                ACTEL CORPORATION
                              955 East Arques Ave.
                        Sunnyvale, California 94086-4533
                                 (408) 739-1010
            (Name, address and telephone number of agent for service)



                                   Copies to:

                            HENRY P. MASSEY, JR. ESQ.
                             Peter S. Heinecke, ESQ.
                            ROBERT E. CURRY, II, ESQ.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (650) 493-9300

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                Title of                          Maximum                 Proposed               Proposed             Amount of
                                                                           Maximum                Maximum
               Securities                          Amount                 Offering               Aggregate
                 to be                             to be                  Price Per              Offering            Registration
               Registered                      Registered(1)              Share(2)                 Price                 Fee
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
<S>                                      <C>                       <C>                    <C>                    <C>
Common Stock, $0.001 par value, subject
to issuance under Actel Corporation              2,348,050 shares          $ 20.62               $ 48,416,791.00        $ 4,454.34
1986 Incentive Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par value, subject
to issuance under Actel Corporation                 60,000 shares         $  20.62                $ 1,237,200.00          $ 113.82
1993 Directors' Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par value, subject
to issuance under Actel Corporation                449,855 shares          $ 20.62                $ 9,276,010.10          $ 853.39
1995 Employee and Consultant Stock Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Total                                            2,857,905  Shares         $ 20.62               $ 58,930,001.10        $ 5,421.55
======================================== ========================= ====================== ====================== ===================
</TABLE>

(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
     shares subject to options  currently issued and outstanding under the Actel
     Corporation  1986  Incentive  Stock Option  Plan,  Actel  Corporation  1993
     Directors'  Stock Option Plan, and the Actel  Corporation 1995 Employee and
     Consultant Stock Plan (collectively,  the "Plans"). The indicated number of
     shares  to be  registered  under  the Plans  represents  additional  shares
     issuable  under  those  plans that are not  covered  by prior  registration
     statements.

(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 30, 2002,  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.

<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 April 2,
          2001, which contains audited financial statements for the Registrant's
          fiscal year ended  December 31, 2000, the latest fiscal year for which
          such statements have been filed.

          Item 3(b)

               The   Registrant's   Quarterly   Report  on  Form  10-Q  for  the
          Registrant's  fiscal  quarter  ended  April 1, 2001,  filed on May 11,
          2001, which contains unaudited financial statements.

               The   Registrant's   Quarterly   Report  on  Form  10-Q  for  the
          Registrant's  fiscal  quarter ended July 1, 2001,  filed on August 14,
          2001, which contains unaudited financial statements.

               The   Registrant's   Quarterly   Report  on  Form  10-Q  for  the
          Registrant's  fiscal quarter ended October 1, 2001,  filed on November
          14, 2001, which contains unaudited financial statements.

          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.

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.

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

       25.1         Power of Attorney (see page 6).

<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.

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 January 31, 2002.

                                                              ACTEL CORPORATION

                                      By: /s/ John C. East
                                          --------------------------------------
                                           John C. East
                                           Chief Executive Officer and President



                                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, as amended,
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, Chief Executive Officer  January 31, 2002
--------------------------  (Principal Executive Officer),
(John C. East)              and Director

/s/ Jon A. Anderson         Vice President of Finance and       January 31, 2002
--------------------------  Chief Financial Officer (Principal
(Jon A. Anderson)           Financial and Accounting Officer)

/s/ James R. Fiebiger       Director                            January 31, 2002
--------------------------
(James R. Fiebiger)

/s/ Jos C. Henkens          Director                            January 31, 2002
--------------------------
(Jos C. Henkens)

/s/ Jacob S. Jacobsson      Director                            January 31, 2002
--------------------------
(Jacob S. Jacobsson)

/s/ Frederic N. Schwettman  Director                            January 31, 2002
--------------------------
(Frederic N. Schwettman)

/s/ Robert G. Spencer       Director                            January 31, 2002
--------------------------
(Robert G. Spencer)
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{"company-data": {"conformed-name": "ACTEL CORP", "cik": "0000907687", "assigned-sic": "3674", "irs-number": "770097724", "state-of-incorporation": "CA", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81926", "film-number": "02524868"}, "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 1, 2002
                              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 of Incorporation)             (I.R.S. Employer Identification Number)

                              955 East Arques Ave.
                        Sunnyvale, California 94086-4533
                    (Address of principal executive offices)

               ACTEL CORPORATION 1986 INCENTIVE STOCK OPTION PLAN
               ACTEL CORPORATION 1993 DIRECTORS' STOCK OPTION PLAN
            ACTEL CORPORATION 1995 EMPLOYEE AND CONSULTANT STOCK PLAN
                            (Full title of the Plans)

                                  John C. East
                      President and Chief Executive Officer
                                ACTEL CORPORATION
                              955 East Arques Ave.
                        Sunnyvale, California 94086-4533
                                 (408) 739-1010
            (Name, address and telephone number of agent for service)

                                   Copies to:

                            HENRY P. MASSEY, JR. ESQ.
                             Peter S. Heinecke, ESQ.
                            ROBERT E. CURRY, II, ESQ.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (650) 493-9300
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                Title of                          Maximum                 Proposed               Proposed             Amount of
                                                                           Maximum                Maximum
               Securities                          Amount                 Offering               Aggregate
                 to be                             to be                  Price Per              Offering            Registration
               Registered                      Registered(1)              Share(2)                 Price                 Fee
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par value, subject
to issuance under Actel Corporation              2,348,050 shares          $ 20.62               $ 48,416,791.00        $ 4,454.34
1986 Incentive Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par value, subject
to issuance under Actel Corporation                 60,000 shares         $  20.62                $ 1,237,200.00          $ 113.82
1993 Directors' Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par value, subject
to issuance under Actel Corporation                449,855 shares          $ 20.62                $ 9,276,010.10          $ 853.39
1995 Employee and Consultant Stock Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Total                                            2,857,905  Shares         $ 20.62               $ 58,930,001.10        $ 5,421.55
======================================== ========================= ====================== ====================== ===================
(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
     shares subject to options  currently issued and outstanding under the Actel
     Corporation  1986  Incentive  Stock Option  Plan,  Actel  Corporation  1993
     Directors'  Stock Option Plan, and the Actel  Corporation 1995 Employee and
     Consultant Stock Plan (collectively,  the "Plans"). The indicated number of
     shares  to be  registered  under  the Plans  represents  additional  shares
     issuable  under  those  plans that are not  covered  by prior  registration
     statements.

(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 30, 2002,  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.
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 April 2,
          2001, which contains audited financial statements for the Registrant's
          fiscal year ended  December 31, 2000, the latest fiscal year for which
          such statements have been filed.

          Item 3(b)

               The   Registrant's   Quarterly   Report  on  Form  10-Q  for  the
          Registrant's  fiscal  quarter  ended  April 1, 2001,  filed on May 11,
          2001, which contains unaudited financial statements.

               The   Registrant's   Quarterly   Report  on  Form  10-Q  for  the
          Registrant's  fiscal  quarter ended July 1, 2001,  filed on August 14,
          2001, which contains unaudited financial statements.

               The   Registrant's   Quarterly   Report  on  Form  10-Q  for  the
          Registrant's  fiscal quarter ended October 1, 2001,  filed on November
          14, 2001, which contains unaudited financial statements.

          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.

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.

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

       25.1         Power of Attorney (see page 6).
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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 January 31, 2002.

                                                              ACTEL CORPORATION

                                      By: /s/ John C. East
                                          --------------------------------------
                                           John C. East
                                           Chief Executive Officer and President

                                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, as amended,
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, Chief Executive Officer  January 31, 2002
--------------------------  (Principal Executive Officer),
(John C. East)              and Director

/s/ Jon A. Anderson         Vice President of Finance and       January 31, 2002
--------------------------  Chief Financial Officer (Principal
(Jon A. Anderson)           Financial and Accounting Officer)

/s/ James R. Fiebiger       Director                            January 31, 2002
--------------------------
(James R. Fiebiger)

/s/ Jos C. Henkens          Director                            January 31, 2002
--------------------------
(Jos C. Henkens)

/s/ Jacob S. Jacobsson      Director                            January 31, 2002
--------------------------
(Jacob S. Jacobsson)

/s/ Frederic N. Schwettman  Director                            January 31, 2002
--------------------------
(Frederic N. Schwettman)

/s/ Robert G. Spencer       Director                            January 31, 2002
--------------------------
(Robert G. Spencer)