RESTATED ARTICLES OF INCORPORATION OF

                                ACTEL CORPORATION

                          (AS AMENDED JANUARY 3, 2003)



                                    ARTICLE 1

     The name of the corporation is ACTEL CORPORATION.



                                    ARTICLE 2

     The purpose of the  corporation  is to engage in any lawful act or activity
for which a corporation  may be organized  under the General  Corporation Law of
California other than the banking business,  the trust company business,  or the
practice  of a  profession  permitted  to  be  incorporated  by  the  California
Corporations Code.



                                    ARTICLE 3

     Section 3.1 Two Classes of Stock.  This  corporation is authorized to issue
two  classes  of  shares,  designated  "Preferred  Stock"  and  "Common  Stock",
respectively.  The total  number of shares  which  this  corporation  shall have
authority to issue is Sixty-Million  (60,000,000),  with par value of $0.001 per
share.  The number of shares of Preferred Stock  authorized to be issued is Five
Million  (5,000,000),  and the number of shares of Common Stock authorized to be
issued is Fifty-Five Million (55,000,000).

     Section  3.2.  Authority  of  Board To Fix  Rights,  Preferences,  etc.  of
Preferred  Stock.  The Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is hereby authorized, within the limitations
and  restrictions  stated in these  Articles of  Incorporation,  to determine or
alter the  rights,  preferences,  privileges,  or  restrictions  stated in these
Articles  of  Incorporation;  to  determine  or alter the  rights,  preferences,
privileges,  and  restrictions  granted to or imposed  upon any wholly  unissued
series of Preferred Stock and the number of shares  constituting any such series
and the  designation  thereof,  or any of them;  and to increase or decrease the
number of shares of any series subsequent to the issue of shares of that series,
but not below the number of shares of such series then outstanding.  In case the
number of shares of any series shall be so  decreased,  the shares  constituting
such  decrease  shall  resume the status which they had prior to the adoption of
the resolution originally fixing the number of shares of such series.



                                    ARTICLE 4

                     QUORUM FOR BOARD OF DIRECTORS MEETINGS

     A quorum of the Board of Directors of the  corporation  for the transaction
of business  shall  consist of the  greater of (a) a majority  of those  persons
elected to and serving on the Board of Directors or (b) three persons.



                                    ARTICLE 5

                             LIABILITY OF DIRECTORS

     Section 5.1.  Limitation  of  Directors'  Liability.  The  liability of the
directors of this  corporation  for monetary  damages shall be eliminated to the
fullest extent permissible under California Law.

     Section 5.2.  Indemnification  of Corporate  Agents.  This  corporation  is
authorized to indemnify the  directors and officers of this  corporation  to the
fullest  extent  permissible  under  California  law.

     Section 5.3.  Repeal or  Modification.  Any repeal or  modification  of the
foregoing  provisions of this Article 5 shall not adversely  affect any right of
indemnification  or  limitation  of  liability  of an agent of this  corporation
relating to acts or omissions occurring prior to such repeal or modification.



                                    ARTICLE 6

                                 ADVANCE NOTICE

     Advance notice of new business and shareholder nominations for the election
of  directors  shall be given in the manner and to the  extent  provided  in the
bylaws of this corporation.