Exhibit 14

                                ACTEL CORPORATION

                               CODE OF ETHICS FOR

                PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS



     I.   INTRODUCTION AND PURPOSE

     This Code of Ethics for Principal  Executive and Senior Financial  Officers
(Code) helps  maintain the Company's  standards of business  conduct and ensures
compliance   with  legal   requirements,   specifically   Section   406  of  the
Sarbanes-Oxley Act of 2002 and SEC rules promulgated thereunder.

     The purpose of the Code is to deter wrongdoing and promote ethical conduct.
The matters  covered in this Code are of the utmost  importance  to the Company,
our shareholders, and our business partners, and are essential to our ability to
conduct our business in accordance with our stated values.

     Nothing in this Code, in any company  policies and procedures,  or in other
related  communications  (verbal or  written)  creates or implies an  employment
contract or term of employment.

     II.  APPLICATION

     The  Code  is  applicable  to the  following  persons,  referred  to as the
Officers:

          o    Our principal executive officer,

          o    Our principal financial officer,

          o    Our principal accounting officer or controller, and

          o    Persons  performing similar functions and  responsibilities,  who
               shall be identified by the Audit  Committee from time to time for
               the  purpose  of  ensuring  that this Code is  applicable  to all
               appropriate personnel.

     III. CODE OF ETHICS

     It is the policy of the Company that each Officer:

          o    Act honestly and ethically.

          o    Avoid and  ethically  address  actual or  apparent  conflicts  of
               interest  between   personal  and   professional   relationships,
               including  disclosure of any  transaction  or  relationship  that
               reasonably  could  be  expected  to give  rise to a  conflict  of
               interest to the Company's Audit Committee.

          o    Provide  full,  fair,   accurate,   timely,   and  understandable
               disclosure  in the  Company's  public  communications,  including
               reports and documents that the Company files with, or submits to,
               the SEC.

          o    Comply with applicable governmental laws, rules, and regulations.

          o    Report  promptly  any conduct  that the Officer  believes to be a
               violation of the Code to the  Company's  Audit  Committee.  It is
               against the  Company's  policy to retaliate in any way against an
               Officer for good faith reporting of violations of this Code.

     IV.  ACCOUNTABILITY

     Actual  violations  of this Code,  including  failures to report  potential
violations  by  others,  can  lead  to  disciplinary  action  at  the  Company's
discretion, up to and including termination.

     V.   WAIVER AND AMENDMENT

     We are  committed to  continuously  reviewing and updating our policies and
procedures.  Therefore,  this Code is subject to modification.  Any amendment or
waiver  of any  provision  of this  Code  must be  approved  in  writing  by the
Company's Board of Directors and promptly  disclosed pursuant to applicable laws
and regulations.