

                       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 Class of Securities Underlying Options)

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

                               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

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


<PAGE>


                            Calculation of Filing Fee

============================================================ ===================

Transaction valuation*                 Amount of filing fee
-------------------------------------- -----------------------------------------
-------------------------------------- -----------------------------------------

$84,288,200.00                         $16,857.64
====================================== =========================================

*      Calculated solely for purposes of determining the filing fee. This amount
       assumes  that  options to purchase  5,523,  898 shares of Common Stock of
       Actel  Corporation  having an aggregate value of $84,288,200.00 as of May
       31, 2001, will be exchanged and/or cancelled  pursuant to this offer. The
       aggregate value of such options was calculated based on the Black-Scholes
       option  pricing  model.  The  amount of the  filing  fee,  calculated  in
       accordance  with Rule 0-11(b) of the Securities  Exchange Act of 1934, as
       amended, equals 1/50th of one percent of the estimated transaction value.


       Check  the box if any  part  of the fee is  offset  as  provided  by Rule
0-11(a)(2)  and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.


       Amount Previously Paid:    Not Applicable
       Form or Registration No.:  Not Applicable
       Filing Party:              Not Applicable
       Date Filed:                Not Applicable

       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:


<PAGE>

Item 1.   Summary Term Sheet.

       The Offer to Exchange all Outstanding  Options for New Options dated June
1, 2001  ("Offer to  Exchange"),  a copy of which is attached  hereto as Exhibit
(a)(1), is incorporated herein by reference.

Item 2.   Subject Company Information.

       (a)    The  name  of  the  issuer  is  Actel  Corporation,  a  California
              corporation ("Actel").  The address of Actel's principal executive
              office is 955 East Arques Avenue, Sunnyvale, California 94086, and
              the telephone number at that address is (408) 739-1010.

       (b)    This Tender Offer  Statement on Schedule TO relates to an offer by
              Actel  to  exchange  all  options   outstanding  under  the  Actel
              Corporation  1986 Incentive Stock Option Plan,  Actel  Corporation
              1995 Employee and  Consultant  Stock Plan,  GateField  Corporation
              1993 Stock Option Plan,  GateField  Corporation  1996 Stock Option
              Plan,  GateField   Corporation  1999  Stock  Option  Plan,  Prosys
              Technology,  Inc. 1998 Stock Option Plan, and Autogate Logic, Inc.
              1994 Stock Option Plan  (collectively,  the "Plans"),  to purchase
              approximately 5,523, 898 shares of Actel's Common Stock, par value
              $0.001 per share ("Option  Shares"),  for new options that will be
              granted under Actel's 1986 Incentive Stock Option or 1995 Employee
              and Consultant  Stock Plans (the "New Options") upon the terms and
              subject to the conditions  described in the Offer to Exchange.  If
              you are not an employee of Actel or one of its subsidiaries and if
              you do not reside in the United  States,  you will not be eligible
              to accept the Offer.  If you  reside,  or are  employed  by one of
              Actel's  subsidiaries,  outside of the United States, you will not
              be eligible  to accept the Offer.  If you are a director of Actel,
              you will also not be eligible to accept the Offer, even if you are
              an  employee  of Actel  who  resides  in the  United  States.  The
              information  set forth in the Offer to  Exchange  is  incorporated
              herein by reference.

       (c)    Actel's  Common Stock has been traded on the Nasdaq Stock Market's
              National  Market under the symbol "ACTL" since August 2, 1993, the
              date of its initial  public  offering.  The  following  table sets
              forth,  for the periods  indicated,  the high and low sales prices
              for its Common  Stock as  reported  by the Nasdaq  Stock  Market's
              National Market:

        2001 Fiscal Year                                     High          Low
         Quarter Ended March 31, 2001...............    $   25.8125   $   18.75

        2000 Fiscal Year
         Quarter Ended March 31, 2000...............        36.50         21.625
         Quarter Ended June 30, 2000................        46.875        22.00
         Quarter Ended September 30, 2000...........        55.375        29.625
         Quarter Ended December 31, 2000............        39.00         20.00

        1999 Fiscal Year
         Quarter Ended March 31, 1999...............        22.625        12.50
         Quarter Ended June 30, 1999................        20.3125       11.00
         Quarter Ended September 30, 1999...........        20.00         13.00
         Quarter Ended December 31, 1999............        24.50         16.00

Item 3.   Identity and Background of Filing Person.

       (a)    The  name  of  the  issuer  is  Actel  Corporation,  a  California
              corporation.  The address of Actel's principal executive office is
              955 East  Arques  Avenue,  Sunnyvale,  California  94086,  and the
              telephone number at that address is (408) 739-1010.

Item 4.   Terms of the Transaction.

       (a)    The information set forth in the Offer to Exchange attached hereto
              as Exhibit  (a)(1),  the Election Form attached  hereto as Exhibit
              (a)(2),  and the  Memorandum  from Barbara  McArthur to U.S. Actel
              Employees  dated June 1, 2001,  attached  hereto as Exhibit (a)(3)
              are incorporated herein by reference.

       (b)    Directors  will not be eligible to  participate  in this  exchange
              program. Employees who do not reside in the United States will not
              be eligible to participate in this exchange program.

Item 5.   Past Contacts, Transactions, Negotiations and Agreements.

        Not applicable.

Item 6.   Purposes of the Transaction and Plans or Proposals.

       (a)    The primary purpose of the 2001 Employee  Option Exchange  Program
              is to  provide  employees  of  Actel  who  hold  options  that are
              "out-of-the-money"  with an  opportunity to exchange those options
              for new stock  options to be granted  at fair  marked  value on or
              about December 31, 2001, so long as the employee is still employed
              by Actel on the date the replacement grant is made.

       (b)    The stock options  acquired in the 2001 Employee  Option  Exchange
              Program will be retired by Actel.

       (c)    The 2001  Employee  Option  Exchange  Program  will  result in the
              exchange  of stock  options  on a  one-for-one  basis by the Actel
              employees  who  participate  in the program.  No  individual  will
              acquire   additional  shares  of  Actel  stock  in  the  exchange.
              Employees who  participate in the exchange and are not employed by
              Actel on the  replacement  date will lose the  ability to exercise
              their stock options that have been exchanged.

Item 7.   Source and Amount of Funds or Other Consideration.

       (a)    Actel will issue stock  options to  purchase  up to  approximately
              5,523,  898  shares of Common  Stock of Actel  from  Actel's  1986
              Incentive  Stock  Option and 1995  Employee and  Consultant  Stock
              Plans in return for Actel  employees  tendering  for  cancellation
              stock options they currently hold to purchase up to  approximately
              5,523, 898 shares of Common Stock of Actel.

       (b)    None.

       (d)    Not applicable.

Item 8.   Interest in Securities of the Subject Company.

       (a)    Not applicable.

       (b)    None.

Item 9.   Persons/Assets, Retained, Employed, Compensated or Used.

       (a)    Not applicable.

Item 10.   Financial Statements.

       (a)   (1)    The information appearing under the captions  "Consolidated
                     Balance  Sheets,"  "Consolidated   Statements  of  Income,"
                     "Consolidated    Statements   of   Shareholders'   Equity,"
                     "Consolidated   Statements   of  Cash  Flows,"   "Notes  to
                     Consolidated  Financial Statements," and "Report of Ernst &
                     Young LLP,  Independent  Auditors" in Actel's Annual Report
                     on Form 10-K for the fiscal year ended  December  31, 2000,
                     is incorporated herein by reference.

              (2)    The  information  appearing  under  the  caption  "Item  1.
                     Financial  Statements" in Actel's  Quarterly Report on Form
                     10-Q  for the  fiscal  quarter  ended  April  1,  2001,  is
                     incorporated herein by reference.

       (b)    Not applicable.

Item 11.   Additional Information.

       (a)    Not applicable.

       (b)    Not applicable.

Item 12.   Exhibits.

       (a)    (1)    Offer to Exchange all  Outstanding  Options for New Options
                     dated June 1, 2001.

              (2)    Election Form.

              (3)    Memorandum  from Barbara  McArthur to U.S. Actel  Employees
                     dated June 1, 2001.

              (4)    Notice to Change Election from Accept to Reject.

              (5)    Form of Promise to Grant Stock Option(s).

       (b)    Not applicable.

       (d)    (1)    Actel Corporation 1986 Incentive Stock Option Plan.

              (2)    Actel   Corporation   1986  Incentive   Stock  Option  Plan
                     Prospectus.

              (3)    Actel Corporation 1995 Employee and Consultant Stock Plan.

              (4)    Actel  Corporation  1995 Employee and Consultant Stock Plan
                     Prospectus.

              (5)    Form of Actel Corporation Stock Option Agreement.

       (g)    Not applicable.

       (h)    Not applicable.

Item 13.   Information Required by Schedule 13E-3.

       (a)    Not applicable.


                                    SIGNATURE

       After due inquiry and to the best of my knowledge  and belief,  I certify
that the information set forth in this statement is true, complete, and correct.




                                           ACTEL CORPORATION




    Date: June 1, 2001                  /s/ David L. Van De Hey
                         -------------------------------------------------------
                                          David L. Van De Hey
                            Vice President & General Counsel and Secretary
