SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

EAST JOHN C

(Last)

(First)

(Middle)

955 EAST ARQUES AVE

(Street)

SUNNYVALE

94086

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACTEL CORP [ ACTL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO & PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/15/2004		M		3,875	A	$14.875	51,119	D
Common Stock	01/15/2004		M		30,509	A	$16.375	81,628	D
Common Stock	01/15/2004		M		9,277	A	$13.0625	90,905	D
Common Stock	01/15/2004		M		6,250	A	$13.0625	97,155	D
Common Stock	01/15/2004		M		1,353	A	$13.5625	98,508	D
Common Stock	01/15/2004		M		3,299	A	$13.5625	101,807	D
Common Stock								6,160	I	by Wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)	$13.0625	01/15/2004		M			6,250	03/01/2003⁽¹⁾	03/01/2009	Common Stock	6,250	$26.93	0	D
Incentive Stock Option (right to buy)	$13.5625	01/15/2004		M			1,353	08/01/2001⁽²⁾	08/06/2009	Common Stock	1,353	$26.93	0	D
Incentive Stock Option (right to buy)	$14.875	01/15/2004		M			3,875	08/01/2000	07/17/2006	Common Stock	3,875	$26.93	0	D
Non-Qualified Stock Option (right to buy)	$13.0625	01/15/2004		M			9,277	06/01/1999⁽³⁾	03/01/2009	Common Stock	9,277	$26.93	0	D
Non-Qualified Stock Option (right to buy)	$13.5625	01/15/2004		M			3,299	08/01/2001⁽⁴⁾	08/06/2009	Common Stock	3,299	$26.93	0	D
Non-Qualified Stock Option (right to buy)	$16.375	01/15/2004		M			30,509	08/01/2000⁽⁵⁾	07/03/2007	Common Stock	30,509	$26.93	23,385	D

Explanation of Responses:

1. Option becomes 100% exercisable on 3/1/03.

2. Option becomes exercisable as to 451 shares on 2/1/03, 451 shares on 5/1/03, and 451 shares on 8/1/03.

3. Option begins vesting on 3/1/99 and is exercisable as to 6,250 shares quarterly through 12/1/02.

4. Option begins vesting on 8/1/99 and is exercisable as to 30,000 shares on 8/1/01, 3,750 shares quarterly thereafter through 11/1/02, 3,299 shares on 2/1/03, 3,299 shares on 5/1/03 and 3,299 shares on 8/1/03.

5. Option becomes 100% exercisable on 8/1/2001.

	EAST JOHN C.	01/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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