As filed with the Securities and Exchange Commission on May 3, 2005
                                                           Registration No. 333-
================================================================================
                                  UNITED STATES
                       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 Number)

                              2061 Stierlin Court
                      Mountain View, California 94043-4655
                                 (650) 318-4200
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                        1986 INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)
                     --------------------------------------
                                  John C. East
                      President and Chief Executive Officer
                                Actel Corporation
                               2061 Stierlin Court
                      Mountain View, California 94043-4655
                                 (650) 318-4200
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                     --------------------------------------
                                    Copy to:
                              Henry P. Massey, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300
                     --------------------------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================= ========================= ====================== ====================== ==================
                                                                          Proposed               Proposed
                                                                           Maximum                Maximum
                                                   Amount                 Offering               Aggregate            Amount of
          Title of Securities                      to be                    Price                Offering            Registration
            to be Registered                   Registered(1)              Per Share              Price (2)               Fee
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
<S>                                       <C>                       <C>                    <C>                    <C>
1986 Stock Option Plan, Common Stock,
$.001 par value ......................            958,875                  $13.925            $13,352,334.38          $1,571.57
========================================= ========================= ====================== ====================== ==================
====================================================================================================================================
</TABLE>
(1)  Pursuant to Rule 416(a) of the  Securities  Act of 1933,  as amended,  this
     Registration  Statement  shall  also  cover  any  additional  shares of the
     Registrant's  Common Stock that become issuable under the 1986 Stock Option
     Plan by reason of any stock  dividend,  stock  split,  recapitalization  or
     other similar  transaction  affected  without the receipt of  consideration
     that increases the number of the Registrant's  outstanding shares of Common
     Stock.
(2)  Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose  of
     calculating the registration fee based upon the average of the high and low
     prices of the Common  Stock as  reported on the Nasdaq  National  Market on
     April 29, 2005.
================================================================================

<PAGE>


           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The contents of the Registrant's  Registration  Statements on Form S-8 (No.
333-112215),  Form S-8 (No.  333-81926),  Form S-8 (No.  333-36222) and Form S-8
(No. 333-71627) are incorporated herein by reference.

Item 6. Indemnification of Directors and Officers.

     As permitted by Section 204(a) of the California  General  Corporation Law,
the  Registrant's  Articles of  Incorporation  eliminate a  director's  personal
liability for monetary  damages to the Registrant and its  shareholders  arising
from a breach or alleged breach of the  director's  fiduciary  duty,  except for
liability  arising  under  Sections  310  and  316  of  the  California  General
Corporation Law or liability for (i) acts or omissions that involve  intentional
misconduct or knowing and culpable violation of law, (ii) acts or omissions that
a director  believes to be contrary to the best  interests of the  Registrant or
its  shareholders  or that  involve the absence of good faith on the part of the
director,  (iii) any  transaction  from  which a director  derived  an  improper
personal benefit,  (iv) acts or omissions that show a reckless disregard for the
director's duty to the Registrant or its  shareholders in circumstances in which
the director  was aware,  or should have been aware,  in the ordinary  course of
performing a director's duties, of a risk of serious injury to the Registrant or
its shareholders and (v) acts or omissions that constitute an unexcused  pattern
of  inattention  that amounts to an  abdication  of the  director's  duty to the
Registrant or its shareholders. This provision does not eliminate the directors'
duty of care, and in  appropriate  circumstances  equitable  remedies such as an
injunction or other forms of  non-monetary  relief would remain  available under
California law.  Sections 204(a) and 317 of the California  General  Corporation
Law authorize a corporation to indemnify its directors,  officers, employees and
other agents in terms  sufficiently broad to permit  indemnification  (including
reimbursement for expenses) under certain  circumstances for liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act").

     The Registrant's  Articles of Incorporation  and Bylaws contain  provisions
covering  indemnification  of  corporate  directors,  officers  and other agents
against  certain  liabilities  and expenses  incurred as a result of proceedings
involving such persons in their capacities as directors,  officers, employees or
agents,  including  proceedings  under  the  Securities  Act or  the  Securities
Exchange Act of 1934,  as amended  (the  "Exchange  Act").  The  Registrant  has
entered  into  Indemnification  Agreements  with  its  directors  and  executive
officers.

Item 8. Exhibits.

 Exhibit Number                                Documents
-----------------     ---------------------------------------------------------
     4.1*             1986 Incentive Stock Option Plan, as amended and restated

     5.1              Opinion of Wilson Sonsini Goodrich & Rosati, a
                      Professional Corporation

    23.1              Consent of Ernst & Young LLP, independent registered
                      public accounting firm

    23.2              Consent of Counsel (contained in Exhibit 5.1)

    24.1              Power of Attorney (see page II-3)

*Incorporated  by  reference  to the  Exhibits  filed with  Actel  Corporation's
Quarterly Report on Form 10-Q (File No.  000-21970) for the fiscal quarter ended
July 7, 2002.
<PAGE>

Item 9. Undertakings.

     (a) Rule 415 offering: 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
Securities 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  Securities  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 Securities
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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.


<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act, the Registrant,  Actel
Corporation,  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 Mountain View, State of California, on this 3rd
day of May, 2005.

                                                     ACTEL CORPORATION




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

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each such person whose signature
appears below constitutes and appoints, jointly and severally, John C. East, Jon
A.  Anderson  and David L. Van De Hey his/her  attorneys-in-fact,  each with the
power  of  substitution,  for  him/her  in any and all  capacities,  to sign any
amendments to this Registration Statement on Form S-8 (including  post-effective
amendments),  and to file  the  same,  with  all  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/her substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  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 Executive Officer)
      (John C. East)        and Director                             May 3, 2005


    /s/ Jon A. Anderson     Vice President of Finance and Chief
--------------------------  Financial Officer (Principal Financial
     (Jon A. Anderson)      and Accounting Officer)                  May 3, 2005

   /s/ James R. Fiebiger
--------------------------
    (James R. Fiebiger)     Director                                 May 3, 2005

  /s/ Jacob S. Jacobsson
--------------------------
   (Jacob S. Jacobsson)     Director                                 May 3, 2005

  /s/ J. Daniel McCranie
--------------------------
   (J. Daniel McCranie)     Director                                 May 3, 2005

   /s/ Henry L. Perret
--------------------------
    (Henry L. Perret)       Director                                 May 3, 2005


<PAGE>


                                INDEX TO EXHIBITS

Exhibit Number                                Documents
--------------      ------------------------------------------------------------
     4.1*           1986 Incentive Stock Option Plan, as amended and restated

     5.1            Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
                    Corporation

    23.1            Consent of Ernst & Young LLP, independent registered public
                    accounting firm

    23.2            Consent of Counsel (contained in Exhibit 5.1)

    24.1            Power of Attorney (see page II-3)

*Incorporated  by  reference  to the  Exhibits  filed with  Actel  Corporation's
Quarterly Report on Form 10-Q (File No.  000-21970) for the fiscal quarter ended
July 7, 2002.
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 15103}]
{"company-data": {"conformed-name": "ACTEL CORP", "cik": "0000907687", "assigned-sic": "3674", "irs-number": "770097724", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-124588", "film-number": "05795660"}, "business-address": {"street1": "2061 STIERLIN COURT", "street2": "2061 STIERLIN COURT", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-4655", "phone": "6503184200"}, "mail-address": {"street1": "2061 STIERLIN COURT", "street2": "2061 STIERLIN COURT", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-4655"}}
As filed with the Securities and Exchange Commission on May 3, 2005
                                                           Registration No. 333-
================================================================================
                                  UNITED STATES
                       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 Number)

                              2061 Stierlin Court
                      Mountain View, California 94043-4655
                                 (650) 318-4200
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                        1986 INCENTIVE STOCK OPTION PLAN
                            (Full title of the plan)
                     --------------------------------------
                                  John C. East
                      President and Chief Executive Officer
                                Actel Corporation
                               2061 Stierlin Court
                      Mountain View, California 94043-4655
                                 (650) 318-4200
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                     --------------------------------------
                                    Copy to:
                              Henry P. Massey, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300
                     --------------------------------------
                         CALCULATION OF REGISTRATION FEE
========================================= ========================= ====================== ====================== ==================
                                                                          Proposed               Proposed
                                                                           Maximum                Maximum
                                                   Amount                 Offering               Aggregate            Amount of
          Title of Securities                      to be                    Price                Offering            Registration
            to be Registered                   Registered(1)              Per Share              Price (2)               Fee
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
1986 Stock Option Plan, Common Stock,
$.001 par value ......................            958,875                  $13.925            $13,352,334.38          $1,571.57
========================================= ========================= ====================== ====================== ==================
====================================================================================================================================
(1)  Pursuant to Rule 416(a) of the  Securities  Act of 1933,  as amended,  this
     Registration  Statement  shall  also  cover  any  additional  shares of the
     Registrant's  Common Stock that become issuable under the 1986 Stock Option
     Plan by reason of any stock  dividend,  stock  split,  recapitalization  or
     other similar  transaction  affected  without the receipt of  consideration
     that increases the number of the Registrant's  outstanding shares of Common
     Stock.
(2)  Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose  of
     calculating the registration fee based upon the average of the high and low
     prices of the Common  Stock as  reported on the Nasdaq  National  Market on
     April 29, 2005.
================================================================================
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The contents of the Registrant's  Registration  Statements on Form S-8 (No.
333-112215),  Form S-8 (No.  333-81926),  Form S-8 (No.  333-36222) and Form S-8
(No. 333-71627) are incorporated herein by reference.

Item 6. Indemnification of Directors and Officers.

     As permitted by Section 204(a) of the California  General  Corporation Law,
the  Registrant's  Articles of  Incorporation  eliminate a  director's  personal
liability for monetary  damages to the Registrant and its  shareholders  arising
from a breach or alleged breach of the  director's  fiduciary  duty,  except for
liability  arising  under  Sections  310  and  316  of  the  California  General
Corporation Law or liability for (i) acts or omissions that involve  intentional
misconduct or knowing and culpable violation of law, (ii) acts or omissions that
a director  believes to be contrary to the best  interests of the  Registrant or
its  shareholders  or that  involve the absence of good faith on the part of the
director,  (iii) any  transaction  from  which a director  derived  an  improper
personal benefit,  (iv) acts or omissions that show a reckless disregard for the
director's duty to the Registrant or its  shareholders in circumstances in which
the director  was aware,  or should have been aware,  in the ordinary  course of
performing a director's duties, of a risk of serious injury to the Registrant or
its shareholders and (v) acts or omissions that constitute an unexcused  pattern
of  inattention  that amounts to an  abdication  of the  director's  duty to the
Registrant or its shareholders. This provision does not eliminate the directors'
duty of care, and in  appropriate  circumstances  equitable  remedies such as an
injunction or other forms of  non-monetary  relief would remain  available under
California law.  Sections 204(a) and 317 of the California  General  Corporation
Law authorize a corporation to indemnify its directors,  officers, employees and
other agents in terms  sufficiently broad to permit  indemnification  (including
reimbursement for expenses) under certain  circumstances for liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act").

     The Registrant's  Articles of Incorporation  and Bylaws contain  provisions
covering  indemnification  of  corporate  directors,  officers  and other agents
against  certain  liabilities  and expenses  incurred as a result of proceedings
involving such persons in their capacities as directors,  officers, employees or
agents,  including  proceedings  under  the  Securities  Act or  the  Securities
Exchange Act of 1934,  as amended  (the  "Exchange  Act").  The  Registrant  has
entered  into  Indemnification  Agreements  with  its  directors  and  executive
officers.

Item 8. Exhibits.

 Exhibit Number                                Documents
-----------------     ---------------------------------------------------------
     4.1*             1986 Incentive Stock Option Plan, as amended and restated

     5.1              Opinion of Wilson Sonsini Goodrich & Rosati, a
                      Professional Corporation

    23.1              Consent of Ernst & Young LLP, independent registered
                      public accounting firm

    23.2              Consent of Counsel (contained in Exhibit 5.1)

    24.1              Power of Attorney (see page II-3)

*Incorporated  by  reference  to the  Exhibits  filed with  Actel  Corporation's
Quarterly Report on Form 10-Q (File No.  000-21970) for the fiscal quarter ended
July 7, 2002.
Item 9. Undertakings.

     (a) Rule 415 offering: 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
Securities 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  Securities  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 Securities
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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act, the Registrant,  Actel
Corporation,  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 Mountain View, State of California, on this 3rd
day of May, 2005.

                                                     ACTEL CORPORATION

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

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each such person whose signature
appears below constitutes and appoints, jointly and severally, John C. East, Jon
A.  Anderson  and David L. Van De Hey his/her  attorneys-in-fact,  each with the
power  of  substitution,  for  him/her  in any and all  capacities,  to sign any
amendments to this Registration Statement on Form S-8 (including  post-effective
amendments),  and to file  the  same,  with  all  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/her substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  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 Executive Officer)
      (John C. East)        and Director                             May 3, 2005

    /s/ Jon A. Anderson     Vice President of Finance and Chief
--------------------------  Financial Officer (Principal Financial
     (Jon A. Anderson)      and Accounting Officer)                  May 3, 2005

   /s/ James R. Fiebiger
--------------------------
    (James R. Fiebiger)     Director                                 May 3, 2005

  /s/ Jacob S. Jacobsson
--------------------------
   (Jacob S. Jacobsson)     Director                                 May 3, 2005

  /s/ J. Daniel McCranie
--------------------------
   (J. Daniel McCranie)     Director                                 May 3, 2005

   /s/ Henry L. Perret
--------------------------
    (Henry L. Perret)       Director                                 May 3, 2005
INDEX TO EXHIBITS

Exhibit Number                                Documents
--------------      ------------------------------------------------------------
     4.1*           1986 Incentive Stock Option Plan, as amended and restated

     5.1            Opinion of Wilson Sonsini Goodrich & Rosati, a Professional
                    Corporation

    23.1            Consent of Ernst & Young LLP, independent registered public
                    accounting firm

    23.2            Consent of Counsel (contained in Exhibit 5.1)

    24.1            Power of Attorney (see page II-3)

*Incorporated  by  reference  to the  Exhibits  filed with  Actel  Corporation's
Quarterly Report on Form 10-Q (File No.  000-21970) for the fiscal quarter ended
July 7, 2002.