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<TEXT>

                         SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                     --------------------------------------

                                   SCHEDULE TO

            Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                             (Amendment No. ______)*

                     --------------------------------------

                                ACTEL CORPORATION
         (Name of Subject Company (issuer) and Filing Person (offeror))

                     --------------------------------------

                Options to Purchase Common Stock, $.001 par value
                         (Title of Class of Securities)

                     --------------------------------------

                                   004934 10 5
                (CUSIP Number of Underlying Class of Securities)

                     --------------------------------------

                               David L. Van De Hey
                 Vice President & General Counsel and Secretary
                                Actel Corporation
                             955 East Arques Avenue
                           Sunnyvale, California 94086
                                 (408) 739-1010
                    (Name, address, and telephone numbers of
                      person authorized to receive notices
                         and communications on behalf of
                                 filing persons)

                     --------------------------------------

                                   Copies to:
                              Henry P. Massey, Jr.
                        Wilson Sonsini Goodrich & Rosati,
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (650) 493-9300

                     --------------------------------------

  X      Check  the  box  if  the   filing   relates   solely   to   preliminary
         communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

                  third-party tender offer subject to Rule 14d-1.

                  issuer tender offer subject to Rule 13e-4.

                  going-private transaction subject to Rule 13e-3.

                  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer:

                     --------------------------------------

         Attached to this cover sheet are (i) a press release issued by Actel
Corporation announcing the approval of a voluntary stock option exchange program
and (ii) the text of a memorandum to be sent by email to Actel employees by
Barbara McArthur, Actel's Vice President of Human Resources, and posted on the
Actel intranet.


<PAGE>


                                  Press Release


Contact: Jon Anderson, Actel Corporation (408) 522-4445

For Release: May 25, 2001 @ 1:30 P.M. PDT

                  ACTEL ANNOUNCES STOCK OPTION EXCHANGE PROGRAM

         Sunnyvale,  Calif. - MAY 25, 2001 - Actel  Corporation  (NASDAQ:  ACTL)
today  announced that its Board of Directors  approved a voluntary  stock option
exchange  program.  Eligible  employees will be given the  opportunity to cancel
previously  granted options in exchange for an equal number of new options to be
granted on a future date.  Actel expects to commence the exchange  offer on June
1, 2001.  The exercise price of new options will be the fair market value of the
Company's  common stock on the new grant date, which is expected to occur at the
end of this year.

         About Actel

         Actel  Corporation  is a  supplier  of  innovative  programmable  logic
solutions,  including  field-programmable  gate arrays (FPGAs) based on antifuse
and flash  technologies and embedded  programmable  gate arrays (EPGAs) based on
SRAM technology,  as well as high-performance  intellectual property (IP) cores,
software   development   tools  and  design   services.   Founded  in  1985  and
headquartered in Sunnyvale,  California,  Actel employs approximately 500 people
worldwide.  The Company is traded on the Nasdaq National Market under the symbol
ACTL  and  is  located  at  955  East  Arques  Avenue,  Sunnyvale,   California,
94086-4533. Telephone: 888-99-ACTEL (992-2835). Internet: http://www.actel.com.

Editor's  Note:  The  Actel  name and logo are  registered  trademarks  of Actel
Corporation.  All other  trademarks and  servicemarks  are the property of their
respective owners.


<PAGE>


                                   Memorandum


--------------------------------------------------------------------------------

TO:             All U.S. Actel Employees

FROM:           Barbara McArthur, Vice President of Human Resources

DATE:           May 25, 2001

SUBJECT:        OPTION EXCHANGE PROGRAM ANNOUNCED

--------------------------------------------------------------------------------

         Actel today announced that the Board of Directors has approved offering
to all eligible employees who hold stock options the opportunity to exchange
their outstanding stock options for new stock options exercisable at the fair
market value of our stock on the date of grant.

What is it?

o        An opportunity for employees to cancel  underwater  options in exchange
         for new options, which we anticipate will be granted six months and one
         day from the  cancellation  date (the new grant date is  expected to be
         December 31, 2001).

o        Vesting from cancelled options will be retained in the new options. New
         options will be granted one-for-one.

o        Participation is totally voluntary.

o        This is not a  repricing.  If we were to simply  reprice  options,  our
         potential for profitability in the future would be seriously impaired.

Why are we doing it?

o        For retention, given that many employees have underwater options.

Who is eligible to participate?

o        Current Actel  employees hired on or before June 1, 2001, are eligible,
         except for:

	 o       Members of Actel's Board of Directors, including John East.

	 o       Employees  in  countries  outside  the  United  States  due to
		 tax and securities law complications.

When are we doing this?

o        Election Period: June 1, 2001 - June 29, 2001

o        Election  forms due to the Stock  Administrator  on or before  June 29,
         2001

o        Cancellation Date: June 30, 2001

o        Expected  New Grant  Date:  December  31,  2001 (six months and one day
         after the Cancellation Date)

How will the program be communicated to employees?

o        When we  commence  the  exchange  offer,  we will  file a Tender  Offer
         Statement with the United States  Securities  and Exchange  Commission.
         The Tender Offer Statement (including an Offer to Exchange, an Election
         Form, and other offer  documents)  will contain  important  information
         that should be read carefully  before any decision is made with respect
         to the offer.

o        The offering  documents  will be  distributed  to employees by email on
         June 1, 2001, and posted on the Intranet.  The offering  documents will
         include a Memorandum from me containing  frequently asked questions and
         detailed answers.  The Tender Offer Statement will also be available on
         the SEC's web site at www.sec.gov.

o        Employee information sessions will be scheduled in June.




</TEXT>
</DOCUMENT>
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