UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
BURROW, CARL
955 East Arques Avenue
Sunnyvale, CA 94086-4533
(408) 739-1010
2. Date of Event Requiring Statement (Month/Day/Year)
10/24/97
3. IRS or Social Security Number of Reporting Person (Voluntary)
#NULL#
4. Issuer Name and Ticker or Trading Symbol
ACTEL CORPORATION (ACTL)
5. Relationship of Reporting Person to Issuer (Check all applicable) [ ]
Director [ ] 10% Owner [X] Officer (give title below) [ ] Other (specify
below) Vice President of Marketing
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
[X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
Table I Non-Derivative Securities Beneficially Owned
- -----------------------------------------------------------------------------------------------------
1)Title of Security 2)Amount of 3) 4)Nature of
Securities D Indirect
Beneficially or Beneficial
Owned I Ownership
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock 737 D Direct
<CAPTION>
Table II Derivative Securitites Beneficially Owned
- ------------------------------------------------------------------------------------------------------------------------------------
1)Title of Derivative Security 2)Date Exercisable 3)Title and Amount of 4)Conver- 5)Ownership 6)Nature of
and Expiration Date Securities Underlying sion or Form of Indirect
(Month/Day/Year) Derivative Security exercise Derivative Beneficial
price of Security Ownership
Date Expira- Amount or Deri- Direct(D)
Exer- tion Number of vative or
cisable Date Title Shares Security Indirect(I)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Incentive Stock Option (right to(1) 07/26/04 Common Stock 2,463 $7.6300 D Direct
buy)
Incentive Stock Option (right to08/01/97 06/30/03 Common Stock 1,394 $8.0000 D Direct
buy) (2)
Incentive Stock Option (right to(3) 01/05/06 Common Stock 25,400 $10.6250 D Direct
buy)
Incentive Stock Option (right to08/01/00 07/17/06 Common Stock 5,000 $14.8750 D Direct
buy) (4)
Incentive Stock Option (right to08/01/01 07/03/07 Common Stock 5,679 $16.3750 D Direct
buy) (5)
Incentive Stock Option (right to05/01/97 12/20/06 Common Stock 3,708 $22.3750 D Direct
buy) (6)
Non-Qualified Stock Option (7) 07/03/07 Common Stock 3,663 $16.3750 D Direct
(right to buy)
Non-Qualified Stock Option 02/01/98 12/20/06 Common Stock 1,292 $22.3750 D Direct
(right to buy) (8)
<FN>
Explanation of Responses:
(1)
Option for 1,500 shares becomes 100% exercisable on 8/1/98. Option for 438
shares vests and is exercisable as to 188 shares on 8/1/97, 62 shares on
11/1/97, 63 shares on 2/1/98, 62 shares on 5/1/98 and 63 shares on 8/1/98.
Option for 525 shares vests and is exercisable as to 225 shares on 8/1/97, and
75 shares each on 11/1/97, 2/1/98, 5/1/98 and 8/1/98.
(2)
Option is fully vested and is exercisable.
(3)
Option for 20,000 shares is exercisable at 6.25% per quarter with vesting
commencing on 1/5/96. Option for 3,500 shares is exercisable at 6.25% per
quarter with vesting commencing on 8/1/95. Option for 1,900 shares becomes 100%
exercisable on 8/1/99.
(4)
Option becomes 100% exercisable on 8/1/2000.
(5)
Option becomes 100% exercisable on 8/1/2001.
(6)
Option begins vesting on 2/1/97 and is exercisable quarterly as to 937 shares
through 11/1/97, 1,027 shares through 11/1/98, 880 shares through 11/1/99, and
551 shares through 11/1/2000. The remaining 313 shares vest 100% on 2/1/2001.
(7)
Option of 2,821 shares becomes 100% exercisable on 8/1/2001. Option of 842 shares is exercisable at 25% per quarter with vesting
commencing on 12/31/99.
(8)
Option begins vesting on 11/1/97 and is exercisable quarterly as to 223 shares
through 11/1/98, 370 shares through 11/1/99 and 699 shares through 11/1/2000.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ BURROW, CARL
DATE 10/31/97
