As filed with the Securities and Exchange Commission on May 3, 2000

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



                   AUTOGATE LOGIC, INC. 1994 STOCK OPTION PLAN
               ACTEL CORPORATION 1986 INCENTIVE STOCK OPTION PLAN
               ACTEL CORPORATION 1993 DIRECTOR'S STOCK OPTION PLAN
            ACTEL CORPORATION 1995 EMPLOYEE AND CONSULTANT STOCK PLAN

                            (Full title of the Plans)


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



                                   Copies to:

                            HENRY P. MASSEY, JR. ESQ.
                             PETER S. HEINECKE, ESQ.
                             DAVID M. SEREPCA, 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                 Share                  Price                 Fee
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
<S>                                            <C>                       <C>                    <C>                  <C>
Common Stock, $0.001 par                       89,057  shares            $ 32.31  (2)           $2,877,432           $    760
value, issued and outstanding
under AutoGate Logic, Inc.
1994 Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par                    1,112,456 shares             $  32.31  (2)          $35,943,453            $ 9,489
value, to be issued under 1986
Incentive Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par                        20,000 shares            $  32.31  (2)          $   646,200            $   171
Value, to be issued under 1993
Directors' Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par                       550,000 shares             $  32.31  (2)          $17,770,500            $ 4,691
Value, to be issued under 1995
Employee and Consultant
Stock Plan
======================================== ========================= ====================== ====================== ===================
Total                                       1,771,513 shares (1)                                $57,237,585            $15,111
======================================== ========================= ====================== ====================== ===================
</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
       AutoGate Logic,  Inc. 1994 Stock Option Plan, the Actel  Corporation 1986
       Incentive Stock Option Plan, the Actel  Corporation 1993 Director's Stock
       Option Plan, and the Actel Corporation 1995 Employee and Consultant Stock
       Plan.  Actel   Corporation  (the   "Registrant")   acquired  all  of  the
       outstanding capital stock of AutoGate Logic, Inc. ("AGL") on December 21,
       1999 (the "AutoGate Acquisition").  Pursuant to the terms of the AutoGate
       Acquisition,  the Registrant assumed all outstanding  options to purchase
       AutoGate  Common  Stock under the  AutoGate  1994 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 April 26,  2000,  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  January 2, 2000,  the latest  fiscal year for which
         such statements have been filed.

         Item 3(b)

                  None.

         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 (see page 7).

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

     25.1 Power of Attorney (see page 6).


<PAGE>

Item 9   UNDERTAKINGS

         A.       The undersigned Registrant hereby undertakes:


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

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

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

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

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



<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant,  Actel Corporation,  a corporation  organized and existing under
the laws of the State of California, certifies that it has reasonable grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the City of  Sunnyvale,  State of
California, on May 3, 2000.

                                              ACTEL CORPORATION

                                         By:  /s/ David L. Van De Hey
                                              David L. Van D Hey
                                              Vice President, General Counsel
                                              and Secretary

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  John C. East and David L. Van D 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
---------------------------   Executive Officer), and Director                May 3, 2000
(John C. East)

/s/ Henry L. Perret           Vice President of Finance and Chief Financial
---------------------------   Officer (Principal Financial and Accounting
(Henry L. Perret)             Officer)                                        May 3, 2000

/s/ Jos C. Henkens            Director                                        May 3, 2000
---------------------------
(Jos C. Henkens)

/s/ Jacob S. Jacobsson        Director                                        May 3, 2000
---------------------------
(Jacob S. Jacobsson)

/s/ Frederic N. Schwettman    Director
---------------------------
(Frederic N. Schwettman)                                                      May 3, 2000

/s/ Robert G. Spencer         Director                                        May 3, 2000
---------------------------
(Robert G. Spencer)
</TABLE>


EXHIBIT 23.1



                      CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



         We  consent  to the  incorporation  by  reference  in the  Registration
Statement (Form S-8) pertaining to the 1994 Stock Option Plan of AutoGate Logic,
Inc.,  the 1986  Incentive  Stock  Option  Plan of Actel  Corporation,  the 1993
Director's  Stock Option Plan of Actel  Corporation,  and the 1995  Employee and
Consultant  Stock Plan of Actel  Corporation,  of our report  dated  January 21,
2000,  except for the second paragraph of Note 15, as to which the date is March
31,  2000,  with  respect  to the  consolidated  financial  statements  of Actel
Corporation  incorporated  by reference in its Annual Report (Form 10-K) for the
year ended  December  31, 1999,  and the related  financial  statement  schedule
included therein, filed with the Securities and Exchange Commission.



                                                          /s/  ERNST & YOUNG LLP



         San Jose, California

         May 3, 2000




<PAGE>

Exhibit 5.1



                                                                   May 3, 2000


Actel Corporation
955 E. Arques
Sunnyvale, CA  94086

         Re:      Registration Statement on Form S-8

Ladies and 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 May 3, 2000 (the
"Registration  Statement"),  in  connection  with  the  registration  under  the
Securities Act of 1933, as amended,  of an additional  1,771,513  shares of your
Common Stock (the  "Shares")  reserved for issuance  under the 1994 Stock Option
Plan of AutoGate Logic, Inc., and the 1986 Incentive Stock Option Plan, the 1986
Directors'  Stock Option Plan and the 1995 Employee and Consultant Stock Plan of
Actel  Corporation  (collectively,  the  "Plans").  As legal  counsel  for Actel
Corporation,  we have examined the  proceedings  taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Shares under the Plans.

         It is our opinion that,  when issued and sold in the manner referred to
in the Plans and pursuant to the respective  agreement  which  accompanies  each
grant under the Plans, the Shares will be legally and validly issued, fully paid
and nonassessable.

         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 it appears in the
Registration Statement and any amendments to it.

                                                Very truly yours,

                                                WILSON SONSINI GOODRICH & ROSATI
                                                Professional Corporation
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 19461}]
{"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": "333-36222", "film-number": "618568"}, "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 May 3, 2000

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

                   AUTOGATE LOGIC, INC. 1994 STOCK OPTION PLAN
               ACTEL CORPORATION 1986 INCENTIVE STOCK OPTION PLAN
               ACTEL CORPORATION 1993 DIRECTOR'S STOCK OPTION PLAN
            ACTEL CORPORATION 1995 EMPLOYEE AND CONSULTANT STOCK PLAN

                            (Full title of the Plans)

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

                                   Copies to:

                            HENRY P. MASSEY, JR. ESQ.
                             PETER S. HEINECKE, ESQ.
                             DAVID M. SEREPCA, 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                 Share                  Price                 Fee
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par                       89,057  shares            $ 32.31  (2)           $2,877,432           $    760
value, issued and outstanding
under AutoGate Logic, Inc.
1994 Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par                    1,112,456 shares             $  32.31  (2)          $35,943,453            $ 9,489
value, to be issued under 1986
Incentive Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par                        20,000 shares            $  32.31  (2)          $   646,200            $   171
Value, to be issued under 1993
Directors' Stock Option Plan
---------------------------------------- ------------------------- ---------------------- ---------------------- -------------------
Common Stock, $0.001 par                       550,000 shares             $  32.31  (2)          $17,770,500            $ 4,691
Value, to be issued under 1995
Employee and Consultant
Stock Plan
======================================== ========================= ====================== ====================== ===================
Total                                       1,771,513 shares (1)                                $57,237,585            $15,111
======================================== ========================= ====================== ====================== ===================
(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
       AutoGate Logic,  Inc. 1994 Stock Option Plan, the Actel  Corporation 1986
       Incentive Stock Option Plan, the Actel  Corporation 1993 Director's Stock
       Option Plan, and the Actel Corporation 1995 Employee and Consultant Stock
       Plan.  Actel   Corporation  (the   "Registrant")   acquired  all  of  the
       outstanding capital stock of AutoGate Logic, Inc. ("AGL") on December 21,
       1999 (the "AutoGate Acquisition").  Pursuant to the terms of the AutoGate
       Acquisition,  the Registrant assumed all outstanding  options to purchase
       AutoGate  Common  Stock under the  AutoGate  1994 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 April 26,  2000,  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  January 2, 2000,  the latest  fiscal year for which
         such statements have been filed.

         Item 3(b)

                  None.

         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 (see page 7).

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

     25.1 Power of Attorney (see page 6).
Item 9   UNDERTAKINGS

         A.       The undersigned Registrant hereby undertakes:

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

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

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

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

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

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant,  Actel Corporation,  a corporation  organized and existing under
the laws of the State of California, certifies that it has reasonable grounds to
believe  that it meets all of the  requirements  for  filing on Form S-8 and has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the City of  Sunnyvale,  State of
California, on May 3, 2000.

                                              ACTEL CORPORATION

                                         By:  /s/ David L. Van De Hey
                                              David L. Van D Hey
                                              Vice President, General Counsel
                                              and Secretary

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  constitutes  and  appoints  John C. East and David L. Van D 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
---------------------------   Executive Officer), and Director                May 3, 2000
(John C. East)

/s/ Henry L. Perret           Vice President of Finance and Chief Financial
---------------------------   Officer (Principal Financial and Accounting
(Henry L. Perret)             Officer)                                        May 3, 2000

/s/ Jos C. Henkens            Director                                        May 3, 2000
---------------------------
(Jos C. Henkens)

/s/ Jacob S. Jacobsson        Director                                        May 3, 2000
---------------------------
(Jacob S. Jacobsson)

/s/ Frederic N. Schwettman    Director
---------------------------
(Frederic N. Schwettman)                                                      May 3, 2000

/s/ Robert G. Spencer         Director                                        May 3, 2000
---------------------------
(Robert G. Spencer)
EXHIBIT 23.1

                      CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

         We  consent  to the  incorporation  by  reference  in the  Registration
Statement (Form S-8) pertaining to the 1994 Stock Option Plan of AutoGate Logic,
Inc.,  the 1986  Incentive  Stock  Option  Plan of Actel  Corporation,  the 1993
Director's  Stock Option Plan of Actel  Corporation,  and the 1995  Employee and
Consultant  Stock Plan of Actel  Corporation,  of our report  dated  January 21,
2000,  except for the second paragraph of Note 15, as to which the date is March
31,  2000,  with  respect  to the  consolidated  financial  statements  of Actel
Corporation  incorporated  by reference in its Annual Report (Form 10-K) for the
year ended  December  31, 1999,  and the related  financial  statement  schedule
included therein, filed with the Securities and Exchange Commission.

                                                          /s/  ERNST & YOUNG LLP

         San Jose, California

         May 3, 2000
Exhibit 5.1

                                                                   May 3, 2000

Actel Corporation
955 E. Arques
Sunnyvale, CA  94086

         Re:      Registration Statement on Form S-8

Ladies and 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 May 3, 2000 (the
"Registration  Statement"),  in  connection  with  the  registration  under  the
Securities Act of 1933, as amended,  of an additional  1,771,513  shares of your
Common Stock (the  "Shares")  reserved for issuance  under the 1994 Stock Option
Plan of AutoGate Logic, Inc., and the 1986 Incentive Stock Option Plan, the 1986
Directors'  Stock Option Plan and the 1995 Employee and Consultant Stock Plan of
Actel  Corporation  (collectively,  the  "Plans").  As legal  counsel  for Actel
Corporation,  we have examined the  proceedings  taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Shares under the Plans.

         It is our opinion that,  when issued and sold in the manner referred to
in the Plans and pursuant to the respective  agreement  which  accompanies  each
grant under the Plans, the Shares will be legally and validly issued, fully paid
and nonassessable.

         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 it appears in the
Registration Statement and any amendments to it.

                                                Very truly yours,

                                                WILSON SONSINI GOODRICH & ROSATI
                                                Professional Corporation