As filed with the Securities and Exchange Commission on November 16, 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)

                        1993 EMPLOYEE STOCK PURCHASE 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>
1993 Employee Stock Purchase Plan,
Common Stock, $.001 par value ........           1,000,000                 $13.870            $13,870,000.00          $1,632.50
========================================= ========================= ====================== ====================== ==================
====================================================================================================================================
</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 1993  Employee
     Stock  Purchase  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
     November 15, 2005.
================================================================================

<PAGE>


           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     Actel  Corporation (the "Company" or "Registrant")  hereby  incorporates by
reference in this registration statement the following documents:

     A.   The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
January 2, 2005 filed pursuant to Section 13(a) of the  Securities  Exchange Act
of 1934, as amended (the "Exchange Act").

     B.   The Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
April 3, 2005,  July 3, 2005 and October 2, 2005 filed pursuant to Section 13(a)
of the Exchange Act.

     C.   The  description  of  the  Company's  Common  Stock  contained  in the
Company's  Registration  on Form 8-A as filed with the  Securities  and Exchange
Commission (the  "Commission")  on October 24, 2003 pursuant to Section 12(b) of
the 1934 Act and any  amendments  or reports filed with the  Commission  for the
purpose of updating such description.

     D.   The  contents of the  Company's  Registration  Statements  on Form S-8
filed January 26, 2004 (No. 333-112215) and February 2, 1999 (No. 333-71627).

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment to this registration
statement which  indicates that all securities  offered hereby 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 a part hereof
from the date of filing of such documents.

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
-----------------     ----------------------------------------------------------
     4.2*             1993 Employee Stock Purchase Plan, as amended and restated

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

    23.1              Consent of Independent Registered Public Accounting Firm

    23.2              Consent of Counsel (contained in Exhibit 5.1)

    24.1              Power of Attorney (see page 5)

*Incorporated  by reference  to the Exhibit 10.2 filed with Actel  Corporation's
Quarterly  Report on Form 10-Q (File No.  0-21970) for the quarter ended July 3,
2005.

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 16th
day of November, 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
      (John C. East)        Officer) and Director              November 16, 2005



   /s/ Jon A. Anderson      Vice President of Finance and
--------------------------  Chief Financial Officer
    (Jon A. Anderson)       (Principal Financial and
                            Accounting Officer)                November 16, 2005


  /s/ James R. Fiebiger
--------------------------
   (James R. Fiebiger)      Director                           November 16, 2005


  /s/ Jacob S. Jacobsson
--------------------------
   (Jacob S. Jacobsson)     Director                           November 16, 2005


  /s/ J. Daniel McCranie
--------------------------
   (J. Daniel McCranie)     Director                           November 16, 2005


   /s/ Henry L. Perret
--------------------------
    (Henry L. Perret)       Director                           November 16, 2005


  /s/ Robert G. Spencer
--------------------------
   (Robert G. Spencer)      Director                           November 16, 2005


<PAGE>


                                INDEX TO EXHIBITS

Exhibit Number                                Documents
--------------      ------------------------------------------------------------
     4.2*           1993 Employee Stock Purchase Plan, as amended and restated

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

    23.1            Consent of Independent Registered Public Accounting Firm

    23.2            Consent of Counsel (contained in Exhibit 5.1)

    24.1            Power of Attorney (see page 5)

* Incorporated by reference to the Exhibit 10.2 filed with Actel Corporation's
Quarterly Report on Form 10-Q (File No. 0-21970) for the quarter ended July 3,
2005.



<PAGE>


                                                                     EXHIBIT 5.1

                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                  Telephone 650-493-9300 Facsimile 650-493-6811

                                November 16, 2005

Actel Corporation
2061 Stierlin Court
Mountain View, CA 94043-4655

     Re:  Registration Statement on Form S-8

Gentlemen:

     We have examined the Registration  Statement on Form S-8 to be filed by you
with the Securities  and Exchange  Commission on or about November 16, 2005 (the
"Registration   Statement")  in  connection  with  the  registration  under  the
Securities Act of 1933, as amended,  of an aggregate of 1,000,000 shares of your
Common  Stock,  $0.001 par value per share (the  "Shares"),  which may be issued
pursuant to Actel Corporation's 1993 Employee Stock Purchase Plan (the "ESPP").

     As your counsel in connection with this  transaction,  we have examined the
proceedings taken and are familiar with the proceedings  proposed to be taken by
you in connection with the issuance and sale of the Shares pursuant to the ESPP.

     It is our opinion that, when issued and sold in the manner described in the
ESPP and pursuant to the  agreements  that  accompany each grant under the ESPP,
the Shares will be legally and validly issued, fully-paid and non-assessable.

     We  consent to the use of this  opinion  as an exhibit to the  Registration
Statement,  and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.

                                            Very truly yours,

                                            WILSON SONSINI GOODRICH & ROSATI
                                            Professional Corporation

                                            /s/ Wilson Sonsini Goodrich & Rosati

<PAGE>


                                                                    EXHIBIT 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the  incorporation  by  reference in this  Registration  Statement
(Form S-8) pertaining to the Actel Corporation 1993 Employee Stock Purchase Plan
of our reports dated March 9, 2005, with respect to the  consolidated  financial
statements  of Actel  Corporation  included in its Annual Report (Form 10-K) for
the year ended January 2, 2005, Actel Corporation management's assessment of the
effectiveness   of  internal   control  over   financial   reporting,   and  the
effectiveness of internal control over financial reporting of Actel Corporation,
filed with the Securities and Exchange Commission.

                                                           /s/ Ernst & Young LLP


San Jose, California
November 16, 2005
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 19536}]
{"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": "333-129742", "film-number": "051209993"}, "business-address": {"street1": "2061 STIERLIN COURT", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-4655", "phone": "6503184200"}, "mail-address": {"street1": "2061 STIERLIN COURT", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-4655"}}
As filed with the Securities and Exchange Commission on November 16, 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)

                        1993 EMPLOYEE STOCK PURCHASE 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
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
1993 Employee Stock Purchase Plan,
Common Stock, $.001 par value ........           1,000,000                 $13.870            $13,870,000.00          $1,632.50
========================================= ========================= ====================== ====================== ==================
====================================================================================================================================
(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 1993  Employee
     Stock  Purchase  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
     November 15, 2005.
================================================================================
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     Actel  Corporation (the "Company" or "Registrant")  hereby  incorporates by
reference in this registration statement the following documents:

     A.   The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
January 2, 2005 filed pursuant to Section 13(a) of the  Securities  Exchange Act
of 1934, as amended (the "Exchange Act").

     B.   The Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
April 3, 2005,  July 3, 2005 and October 2, 2005 filed pursuant to Section 13(a)
of the Exchange Act.

     C.   The  description  of  the  Company's  Common  Stock  contained  in the
Company's  Registration  on Form 8-A as filed with the  Securities  and Exchange
Commission (the  "Commission")  on October 24, 2003 pursuant to Section 12(b) of
the 1934 Act and any  amendments  or reports filed with the  Commission  for the
purpose of updating such description.

     D.   The  contents of the  Company's  Registration  Statements  on Form S-8
filed January 26, 2004 (No. 333-112215) and February 2, 1999 (No. 333-71627).

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment to this registration
statement which  indicates that all securities  offered hereby 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 a part hereof
from the date of filing of such documents.

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
-----------------     ----------------------------------------------------------
     4.2*             1993 Employee Stock Purchase Plan, as amended and restated

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

    23.1              Consent of Independent Registered Public Accounting Firm

    23.2              Consent of Counsel (contained in Exhibit 5.1)

    24.1              Power of Attorney (see page 5)

*Incorporated  by reference  to the Exhibit 10.2 filed with Actel  Corporation's
Quarterly  Report on Form 10-Q (File No.  0-21970) for the quarter ended July 3,
2005.

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 16th
day of November, 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
      (John C. East)        Officer) and Director              November 16, 2005

   /s/ Jon A. Anderson      Vice President of Finance and
--------------------------  Chief Financial Officer
    (Jon A. Anderson)       (Principal Financial and
                            Accounting Officer)                November 16, 2005

  /s/ James R. Fiebiger
--------------------------
   (James R. Fiebiger)      Director                           November 16, 2005

  /s/ Jacob S. Jacobsson
--------------------------
   (Jacob S. Jacobsson)     Director                           November 16, 2005

  /s/ J. Daniel McCranie
--------------------------
   (J. Daniel McCranie)     Director                           November 16, 2005

   /s/ Henry L. Perret
--------------------------
    (Henry L. Perret)       Director                           November 16, 2005

  /s/ Robert G. Spencer
--------------------------
   (Robert G. Spencer)      Director                           November 16, 2005
INDEX TO EXHIBITS

Exhibit Number                                Documents
--------------      ------------------------------------------------------------
     4.2*           1993 Employee Stock Purchase Plan, as amended and restated

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

    23.1            Consent of Independent Registered Public Accounting Firm

    23.2            Consent of Counsel (contained in Exhibit 5.1)

    24.1            Power of Attorney (see page 5)

* Incorporated by reference to the Exhibit 10.2 filed with Actel Corporation's
Quarterly Report on Form 10-Q (File No. 0-21970) for the quarter ended July 3,
2005.
EXHIBIT 5.1

                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                  Telephone 650-493-9300 Facsimile 650-493-6811

                                November 16, 2005

Actel Corporation
2061 Stierlin Court
Mountain View, CA 94043-4655

     Re:  Registration Statement on Form S-8

Gentlemen:

     We have examined the Registration  Statement on Form S-8 to be filed by you
with the Securities  and Exchange  Commission on or about November 16, 2005 (the
"Registration   Statement")  in  connection  with  the  registration  under  the
Securities Act of 1933, as amended,  of an aggregate of 1,000,000 shares of your
Common  Stock,  $0.001 par value per share (the  "Shares"),  which may be issued
pursuant to Actel Corporation's 1993 Employee Stock Purchase Plan (the "ESPP").

     As your counsel in connection with this  transaction,  we have examined the
proceedings taken and are familiar with the proceedings  proposed to be taken by
you in connection with the issuance and sale of the Shares pursuant to the ESPP.

     It is our opinion that, when issued and sold in the manner described in the
ESPP and pursuant to the  agreements  that  accompany each grant under the ESPP,
the Shares will be legally and validly issued, fully-paid and non-assessable.

     We  consent to the use of this  opinion  as an exhibit to the  Registration
Statement,  and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.

                                            Very truly yours,

                                            WILSON SONSINI GOODRICH & ROSATI
                                            Professional Corporation

                                            /s/ Wilson Sonsini Goodrich & Rosati
EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the  incorporation  by  reference in this  Registration  Statement
(Form S-8) pertaining to the Actel Corporation 1993 Employee Stock Purchase Plan
of our reports dated March 9, 2005, with respect to the  consolidated  financial
statements  of Actel  Corporation  included in its Annual Report (Form 10-K) for
the year ended January 2, 2005, Actel Corporation management's assessment of the
effectiveness   of  internal   control  over   financial   reporting,   and  the
effectiveness of internal control over financial reporting of Actel Corporation,
filed with the Securities and Exchange Commission.

                                                           /s/ Ernst & Young LLP

San Jose, California
November 16, 2005