As filed with the Securities and Exchange Commission on January 30, 2001

                              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
                    (Address of principal executive offices)

                  GATEFIELD CORPORATION 1993 STOCK OPTION PLAN
                  GATEFIELD CORPORATION 1996 STOCK OPTION PLAN
                  GATEFIELD CORPORATION 1999 STOCK OPTION PLAN
                            (Full title of the Plans)


                                  John C. East
                      President and Chief Executive Officer
                                ACTEL CORPORATION
                              955 East Arques Ave.
                           Sunnyvale, California 94086
                                 (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

<PAGE>
<TABLE>
<CAPTION>

                         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(1)              Share(2)                 Price                 Fee
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
<S>                                      <C>                       <C>                    <C>                    <C>
Common Stock, $0.001 par value, subject
to issuance under GateField Corporation             22,179 shares          $ 24.875                 $ 551,702.63          $ 145.65
1993 Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par value, subject
to issuance under GateField Corporation             29,029 shares          $ 24.875                 $ 722,096.38          $ 190.63
1996 Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par value, subject
to issuance under GateField Corporation            120,862 shares          $ 24.875               $ 3,006,442.25          $ 793.70
1999 Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
======================================== ========================= ====================== ====================== ===================

Total                                             172,070  Shares          $ 24.875               $ 4,280,241.26        $ 1,129.98
======================================== ========================= ====================== ====================== ===================
</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
       GateField  Corporation 1993 Stock Option Plan, GateField Corporation 1996
       Stock Option Plan, and the GateField  Corporation 1999 Stock Option Plan.
       Actel  Corporation  (the  "Registrant")  acquired all of the  outstanding
       capital stock of GateField Corporation ("GateField") on November 15, 2000
       (the  "GateField  Acquisition").  Pursuant to the terms of the  GateField
       Acquisition,  the Registrant assumed all outstanding  options to purchase
       GateField Common Stock under the GateField  Corporation 1993 Stock Option
       Plan,  GateField  Corporation  1996 Stock Option Plan,  and the GateField
       Corporation  1999 Stock  Option Plan (the  "Assumed  Options"),  and such
       options became options to purchase the Registrant's Common Stock, subject
       to certain adjustments as to number of shares and exercise price.

(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 25, 2001, 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>



                                      -3-

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 3,
         2000, which contains audited financial  statements for the Registrant's
         fiscal year ended  December 31, 1999,  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 2, 2000, filed on May 17, 2000,
         which contains unaudited financial statements.

                  The Registrant's  Current Report on Form 8-K filed on June 19,
         2000.

                  The  Registrant's  Quarterly  Report  on  Form  10-Q  for  the
         Registrant's  fiscal  quarter  ended July 2, 2000,  filed on August 14,
         2000, which contains unaudited financial statements.

                  The  Registrant's  Quarterly  Report  on  Form  10-Q  for  the
         Registrant's  fiscal  quarter ended October 1, 2000,  filed on November
         13, 2000, which contains unaudited financial statements.

                  The Registrant's  Current Report on Form 8-K filed on November
         30, 2000.

                  The Registrant's  Current Report on Form 8-KA filed on January
         29, 2001.

         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).

    23.3         Consent of Deloitte & Touche LLP, Independent Auditors.

    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 30, 2001.

                                       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.

<TABLE>
<CAPTION>

               Signature                                         Title                                Date
-------------------------------------     ---------------------------------------------------   -----------------

<S>                                       <C>                                                   <C>
/s/ John C. East                          President, Chief Executive Officer (Principal         January 30, 2001
-------------------------------------     Executive Officer), and Director
(John C. East)


/s/ Henry L. Perret                       Vice President of Finance and Chief Financial         January 30, 2001
-------------------------------------     Officer (Principal Financial and Accounting Officer)
(Henry L. Perret)


/s/ James R. Fiebiger                     Director                                              January 30, 2001
-------------------------------------
(James R. Fiebiger)


/s/ Jos C. Henkens                        Director                                              January 30, 2001
-------------------------------------
(Jos C. Henkens)


/s/ Jacob S. Jacobsson                    Director                                              January 30, 2001
-------------------------------------
(Jacob S. Jacobsson)


/s/ Frederic N. Schwettman                Director                                              January 30, 2001
-------------------------------------
(Frederic N. Schwettman)


/s/ Robert G. Spencer                     Director                                              January 30, 2001
-------------------------------------
(Robert G. Spencer)

</TABLE>
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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": "333-54652", "film-number": "1519604"}, "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 January 30, 2001

                              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
                    (Address of principal executive offices)

                  GATEFIELD CORPORATION 1993 STOCK OPTION PLAN
                  GATEFIELD CORPORATION 1996 STOCK OPTION PLAN
                  GATEFIELD CORPORATION 1999 STOCK OPTION PLAN
                            (Full title of the Plans)

                                  John C. East
                      President and Chief Executive Officer
                                ACTEL CORPORATION
                              955 East Arques Ave.
                           Sunnyvale, California 94086
                                 (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
====================================================================================================================================
                                                                          Proposed               Proposed
                Title of                          Maximum                  Maximum                Maximum
               Securities                          Amount                 Offering               Aggregate            Amount of
                 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 GateField Corporation             22,179 shares          $ 24.875                 $ 551,702.63          $ 145.65
1993 Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par value, subject
to issuance under GateField Corporation             29,029 shares          $ 24.875                 $ 722,096.38          $ 190.63
1996 Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par value, subject
to issuance under GateField Corporation            120,862 shares          $ 24.875               $ 3,006,442.25          $ 793.70
1999 Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
======================================== ========================= ====================== ====================== ===================

Total                                             172,070  Shares          $ 24.875               $ 4,280,241.26        $ 1,129.98
======================================== ========================= ====================== ====================== ===================
(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
       GateField  Corporation 1993 Stock Option Plan, GateField Corporation 1996
       Stock Option Plan, and the GateField  Corporation 1999 Stock Option Plan.
       Actel  Corporation  (the  "Registrant")  acquired all of the  outstanding
       capital stock of GateField Corporation ("GateField") on November 15, 2000
       (the  "GateField  Acquisition").  Pursuant to the terms of the  GateField
       Acquisition,  the Registrant assumed all outstanding  options to purchase
       GateField Common Stock under the GateField  Corporation 1993 Stock Option
       Plan,  GateField  Corporation  1996 Stock Option Plan,  and the GateField
       Corporation  1999 Stock  Option Plan (the  "Assumed  Options"),  and such
       options became options to purchase the Registrant's Common Stock, subject
       to certain adjustments as to number of shares and exercise price.

(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 25, 2001, 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.
-3-

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 3,
         2000, which contains audited financial  statements for the Registrant's
         fiscal year ended  December 31, 1999,  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 2, 2000, filed on May 17, 2000,
         which contains unaudited financial statements.

                  The Registrant's  Current Report on Form 8-K filed on June 19,
         2000.

                  The  Registrant's  Quarterly  Report  on  Form  10-Q  for  the
         Registrant's  fiscal  quarter  ended July 2, 2000,  filed on August 14,
         2000, which contains unaudited financial statements.

                  The  Registrant's  Quarterly  Report  on  Form  10-Q  for  the
         Registrant's  fiscal  quarter ended October 1, 2000,  filed on November
         13, 2000, which contains unaudited financial statements.

                  The Registrant's  Current Report on Form 8-K filed on November
         30, 2000.

                  The Registrant's  Current Report on Form 8-KA filed on January
         29, 2001.

         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).

    23.3         Consent of Deloitte & Touche LLP, Independent Auditors.

    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 30, 2001.

                                       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 (Principal         January 30, 2001
-------------------------------------     Executive Officer), and Director
(John C. East)

/s/ Henry L. Perret                       Vice President of Finance and Chief Financial         January 30, 2001
-------------------------------------     Officer (Principal Financial and Accounting Officer)
(Henry L. Perret)

/s/ James R. Fiebiger                     Director                                              January 30, 2001
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(James R. Fiebiger)

/s/ Jos C. Henkens                        Director                                              January 30, 2001
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(Jos C. Henkens)

/s/ Jacob S. Jacobsson                    Director                                              January 30, 2001
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(Jacob S. Jacobsson)

/s/ Frederic N. Schwettman                Director                                              January 30, 2001
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(Frederic N. Schwettman)

/s/ Robert G. Spencer                     Director                                              January 30, 2001
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(Robert G. Spencer)