

                                ACTEL CORPORATION

            Offer to Exchange All Outstanding Options for New Options
                            (the "Offer to Exchange")

 The offer and withdrawal rights expire at 9:00 P.M., Pacific Daylight Time, on
                  June 29, 2001, unless this offer is extended.


       Actel   Corporation   ("Actel")  is  offering   eligible   employees  the
opportunity  to exchange  all  outstanding  options to purchase  shares of Actel
common stock for new options that we will grant under the Actel Corporation 1986
Incentive  Stock  Option Plan (the "1986  Plan") or the Actel  Corporation  1995
Employee and Consultant  Stock Plan (the "1995 Plan").  We are making this offer
upon the terms and conditions described in this Offer to Exchange (the "Offer to
Exchange"), the related Memorandum from Barbara McArthur dated June 1, 2001, the
Election  Form,  and the Notice to Change  Election from Accept to Reject (which
together,  as they may be amended from time to time,  constitute  the "offer" or
"program").

       The  number of shares  subject  to the new  options to be granted to each
eligible  employee will be equal to the number of shares  subject to the options
tendered by the eligible  employee and  accepted  for  exchange.  Subject to the
terms and  conditions  of this  offer,  we intend to grant the new options on or
about the first  business  day that is at least six months and one day after the
date we cancel the options  accepted for exchange.  You may only tender  options
for all or none of the outstanding,  unexercised shares subject to an individual
option  grant.  All tendered  options  accepted by us through this offer will be
cancelled as promptly as practicable  after 9:00 PM Pacific Daylight Time on the
date this offer ends.  The offer is  currently  scheduled  to expire on June 29,
2001 (the "Expiration  Date"), and we expect to cancel options on June 30, 2001,
or as soon as possible  thereafter (the "Cancellation  Date"). If you tender any
option grant for exchange, you will be required to also tender all option grants
that you received  during the six month period prior to the  Cancellation  Date.
Since we currently  expect to cancel all tendered options on June 30, 2001, this
means  that you will be  required  to tender  all  options  granted to you after
December 29, 2000, if you participate in this offer.

       The  offer is not  conditioned  on a  minimum  number  of  options  being
tendered.  Participation  in this offer is  completely  voluntary.  The offer is
subject to conditions that we describe in Section 6 of this Offer to Exchange.

       You are eligible to  participate  in this offer if you are an employee of
Actel  Corporation and a resident of the United States.  Members of the Board of
Directors,  including  directors  who are also  employees,  are not  eligible to
participate.  In order to receive a new option pursuant to this offer,  you must
continue to be an employee as of the date on which the new options are  granted,
which we  expect to be at least six  months  and one day after the  Cancellation
Date.

       If you tender  options for exchange as  described  in this offer,  and we
accept your tendered options,  then, subject to the terms of this offer, we will
grant you new options under the 1986 Plan or the 1995 Plan, as determined by the
Board of Directors in its sole  discretion.  The exercise price per share of the
new  options  will be 100% of the fair  market  value on the date of  grant,  as
determined by the closing price  reported by the Nasdaq  National  Market on the
date of grant. Each new option will be exercisable for the same number of shares
as remained outstanding under the tendered options. Each new option granted will
vest  in  accordance  with  the  vesting  schedule  of  the  cancelled  options.
Accordingly, each new option granted will vest as follows:

       o      any shares that were fully vested on the cancellation date will be
              fully vested;

       o      all  unvested  options on the date this offer  expires  that would
              have been fully  vested on the date the new  options  are  granted
              (which is  expected to be at least six months and one day from the
              cancellation date) will be fully vested; and

       o      all remaining  unvested  options will have a vesting schedule that
              is  equivalent  to what would have been in place had the cancelled
              option remained in effect.

For  example,  if an employee  cancels an option that vests at the rate of 6.25%
per  quarter  and is 50%  vested at the time of  cancellation,  the  replacement
option  will be 62.5%  vested at the time of grant if the new grant  occurs  six
months and one day after cancellation.

       Although our Board of Directors has approved  this offer,  neither we nor
our Board of Directors makes any  recommendation as to whether you should tender
or not tender your options for exchange. You must make your own decision whether
or not to tender your options.

       Shares of Actel  common  stock are traded on the Nasdaq  National  Market
under the symbol  "ACTL." On May 31, 2001, the closing price of our common stock
reported on the Nasdaq National Market was $20.39 per share.

       We  recommend  that you  evaluate  current  market  quotes for our common
stock,  among  other  factors,  before  deciding  whether or not to tender  your
options.

       This  Offer to  Exchange  has not been  approved  or  disapproved  by the
Securities  and  Exchange   Commission  (the  "SEC")  or  any  State  Securities
Commission nor has the SEC or any State  Securities  Commission  passed upon the
accuracy or adequacy of the information contained in this Offer to Exchange. Any
representation to the contrary is a criminal offense.

       You should direct  questions  about this offer or requests for assistance
or for additional copies of this Offer to Exchange,  the Memorandum from Barbara
McArthur  dated  June 1,  2001,  the  Election  Form,  and the  Notice to Change
Election  From  Accept  to Reject to the  Stock  Option  Administrator  at Actel
Corporation,  955 East Arques Avenue (Building 3),  Sunnyvale,  California 94086
(telephone: (408) 522-4213).

                                    IMPORTANT

       If you wish to tender your options for  exchange,  you must  complete and
sign the Election Form in  accordance  with its  instructions  and fax (to (408)
739-0706)  or hand  deliver  it and any other  required  documents  to the Stock
Option  Administrator.  We are not making  this offer to, and we will not accept
any tender of options from or on behalf of, option holders outside of the United
States.

       We have not  authorized  any  person  to make any  recommendation  on our
behalf as to whether you should  tender your  options or not tender your options
through this offer.  You should rely only on the information in this document or
to which we have  referred  you. We have not  authorized  anyone to give you any
information or to make any  representation  in connection  with this offer other
than the information and  representations  contained in this document and in the
Memorandum from Barbara  McArthur dated June 1, 2001,  Election Form, and Notice
to Change Election from Accept to Reject. If anyone makes any  recommendation or
representation to you or gives you any information,  you must not rely upon that
recommendation, representation, or information as having been authorized by us.




<PAGE>
<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

                                                                                                               Page

<S>                                                                                                             <C>
SUMMARY TERM SHEET.............................................................................................. 1

INTRODUCTION.................................................................................................... 8

THE OFFER....................................................................................................... 10

1.       Number of Options; Expiration Date..................................................................... 10

2.       Purpose of This Offer.................................................................................. 11

3.       Procedures for Tendering Options....................................................................... 11

4.       Withdrawal Rights and Change of Election............................................................... 12

5.       Acceptance of Options for Exchange and Issuance of New Options......................................... 13

6.       Conditions of This Offer............................................................................... 14

7.       Price Range of Shares Underlying the Options........................................................... 15

8.       Source and Amount of Consideration; Terms of New Options............................................... 16

9.       Information Concerning Actel........................................................................... 20

10.      Interests of Directors and Officers; Transactions and Arrangements Concerning the Options.............. 20

11.      Status of Options Acquired by Us in This Offer; Accounting Consequences of This Offer.................. 21

12.      Legal Matters; Regulatory Approvals.................................................................... 22

13.      Material U.S. Federal Income Tax Consequences.......................................................... 22

14.      Extension of Offer; Termination; Amendment............................................................. 24

15.      Fees and Expenses...................................................................................... 25

16.      Additional Information................................................................................. 25

17.      Miscellaneous.......................................................................................... 26

SCHEDULE A            Information Concerning the Directors
                      and Executive Officers of Actel Corporation............................................... A-1

</TABLE>



<PAGE>


                               SUMMARY TERM SHEET

       The  following  are  answers to some of the  questions  that you may have
about this offer.  We urge you to read  carefully the remainder of this Offer to
Exchange, the accompanying  Memorandum from Barbara McArthur dated June 1, 2001,
the  Election  Form,  and the Notice to Change  Election  From  Accept to Reject
because  the  information  in  this  summary  is not  complete,  and  additional
important  information  is contained in the remainder of this Offer to Exchange,
the  accompanying  Memorandum  from  Barbara  McArthur  dated June 1, 2001,  the
Election Form, and the Notice to Change Election From Accept to Reject.  We have
included Page  references  to the remainder of this Offer to Exchange  where you
can find a more complete description of the topics in this summary.

What securities are we offering to exchange?

       We are offering to exchange all outstanding options to purchase shares of
common stock of Actel held by eligible  employees  for new options we will grant
under the 1986 Plan or the 1995 Plan. (Page 8)

Who is eligible to participate?

       Employees  are  eligible to  participate  if they are  employees of Actel
Corporation  ("Actel") as of the date this offer commences and the date on which
the tendered  options are  cancelled  and  residents of the United  States.  Any
employees  who are not  residents  of the  United  States are not  eligible.  In
addition, all members of the Board of Directors,  including members of the Board
of Directors who are also employees,  are not eligible to participate.  In order
to receive a new  option,  you must  remain an  employee  as of the date the new
options are granted, which we anticipate will be at least six months and one day
after the Cancellation  Date. We anticipate that the new options will be granted
on December 31, 2001. (Page 8)

Are employees outside the United States eligible to participate?

       No. (Page 8)

Why are we making this offer?

       We  believe  that  granting  stock  options   motivates  high  levels  of
performance   and  provides  an   effective   means  of   recognizing   employee
contributions  to the success of our company.  The offer provides an opportunity
for us to  offer  eligible  employees  a  valuable  incentive  to stay  with our
company.  Some of our  outstanding  options,  whether or not they are  currently
exercisable, have exercise prices that are significantly higher than the current
market price of our shares. By making this offer to exchange outstanding options
for new options  that will have an exercise  price equal to the market  value of
our  common  stock on the  grant  date,  each  eligible  employee  will have the
opportunity to eliminate (on the date of grant only) all underwater  options. We
believe  this  offering  will  maximize  shareholder  value by  creating  better
performance incentives for employees who desire the assurance that their options
will have an exercise price equal to the market value of our common stock on the
grant date. (Page 11)

What are the conditions to this offer?

       The  offer is not  conditioned  on a  minimum  number  of  options  being
tendered.  Participation in this offer is completely  voluntary.  The conditions
are described in Section 6 of this Offer to Exchange. (Page 14)

If you tender options in this offer, are there any eligibility requirements that
you must  satisfy  after the  Expiration  Date of this offer to receive  the new
options?

       To receive a grant of new options  through this offer and under the terms
of the 1986 Plan or the 1995 Plan,  you must be  employed by Actel or one of its
subsidiaries as of the date the new options are granted.

       As discussed below,  subject to the terms of this offer, we do not intend
to grant the new  options  until on or about the first  business  day that is at
least six months and one day after the date we cancel the options  accepted  for
exchange.  If, for any reason,  you do not remain an employee of Actel or one of
its subsidiaries through the date we grant the new options, you will not receive
any new options or other  consideration  in exchange for your  tendered  options
that have been accepted for exchange. (Page 13)

If you tender  options in this offer,  how many new options  will you receive in
exchange for your tendered options?

       If you meet the eligibility requirements and subject to the terms of this
offer,  we will grant you new options to purchase  the number of shares equal to
the number of shares  subject to the  options you  tender.  New options  will be
granted  under our 1986 Plan or our 1995  Plan,  as  determined  by the Board of
Directors  in its  sole  discretion,  unless  prevented  by  law  or  applicable
regulations.  All new options will be subject to a new option agreement  between
you and us. You must  execute  the new option  agreement  before  receiving  new
options. (Page 13)

If you tender options in this offer, when will you receive your new options?

       We do not  intend  to grant the new  options  until on or about the first
business  day that is at least six  months  and one day after the date we cancel
the options accepted for exchange. Our Board of Directors will select the actual
grant date for the new options  and will  determine  whether  your grant will be
pursuant  to the 1986 Plan or the 1995 Plan.  If we cancel  tendered  options on
June 30, 2001,  which is the scheduled date for the  cancellation of the options
(the day following the expiration date of this offer),  the new options will not
be granted until  December 31, 2001.  You must be an employee on the date we are
granting the new options in order to be eligible to receive them. (Page 13)

If you tender options in this offer, why won't you receive new options
immediately after the Expiration Date of this offer?

       If we were to grant the new options on any date that is earlier  than six
months and one day after the date we cancel the options  accepted for  exchange,
we would be subject to onerous  accounting  charges.  We would be  required  for
financial  reporting purposes to treat the new options as variable awards.  This
means that we would be  required  to record the  non-cash  accounting  impact of
decreases and increases in the company's  share price as a compensation  expense
for the new  options  issued  under this offer.  We would have to continue  this
variable accounting for these new options until they were exercised,  forfeited,
or  terminated.  The higher the  trading  value of our  shares,  the greater the
compensation  expense we would have to record. By deferring the grant of the new
options  for at least six  months  and one day,  we  believe we will not have to
treat the new options as variable awards. (Page 21)

If you tender  options in this  offer,  will you be  eligible  to receive  other
option grants before you receive your new options?

       No. If we accept  options you tender in this  offer,  you may not receive
any other option grants before you receive your new options.  We may defer until
the  grant  date for your  new  options  the  grant  of other  options,  such as
evergreen or promotion  options,  for which you may otherwise be eligible before
the new option grant date.  We may defer the grant to you of these other options
if we determine it is necessary for us to do so to avoid incurring  compensation
expense  against our earnings  because of  accounting  rules that could apply to
these interim option grants as a result of this offer.  Instead,  we may issue a
promise to grant  stock  option(s)  to you on the date when such grant  would no
longer  subject  us to these  onerous  accounting  charges  as a  result  of the
exchange  offer.  However,  if you are no longer employed at Actel or one of its
subsidiaries  on the date of grant of the new options,  you will not receive new
options even if a Promise to Grant Stock Option(s) has been issued to you. (Page
13)

If you tender  options in this  offer,  will you be required to give up all your
rights to the cancelled options?

       Yes. Once we have accepted  options tendered by you, your options will be
cancelled and you will no longer have any rights under those options. (Page 10)

If you tender options in this offer,  what will be the exercise price of the new
options?

       The exercise  price per share of the new options will be 100% of the fair
market value on the date of grant,  as determined by the closing price  reported
by the  Nasdaq  National  Market  on the date of grant.  Accordingly,  we cannot
predict the exercise price of the new options. Because we do not intend to grant
new options until on or about the first business day that is at least six months
and one day after the date we cancel the options accepted for exchange,  the new
options  may have a  higher  exercise  price  than  some or all of your  current
options.  We recommend  that you evaluate  current market quotes for our shares,
among other  factors,  before  deciding  whether or not to tender your  options.
(Page 11)

If you tender options in this offer, when will the new options vest?

       The vesting of the newly issued  options will be in  accordance  with the
vesting schedule of the cancelled  options.  You will receive credit for vesting
accrued  prior to the  cancellation  of the  tendered  options and will  receive
credit for the period between the  cancellation of the tendered  options and the
grant of the new options.

       Each new option granted will vest as follows:

       o      any shares that were fully vested on the cancellation date will be
              fully vested;

       o      all  unvested  options on the date this offer  expires  that would
              have been fully  vested on the date the new  options  are  granted
              (which is  expected to be at least six months and one day from the
              cancellation date) will be fully vested; and

       o      all remaining  unvested  options will have a vesting schedule that
              is  equivalent  to what would have been in place had the cancelled
              option remained in effect.

For  example,  if an employee  cancels an option that vests at the rate of 6.25%
per  quarter  and is 50%  vested at the time of  cancellation,  the  replacement
option  will be 62.5%  vested at the time of grant if the new grant  occurs  six
months and one day after cancellation. (Page 8)

What if we enter into a merger or other similar transaction?

       It is possible that,  prior to the grant of new options,  we might effect
or enter into an agreement  such as a merger or other similar  transaction.  The
Promise to Grant Stock  Option(s) that we will give you is a binding  commitment
and any successor to our company will honor that commitment.

       You  should  be  aware  that  these  types  of  transactions  could  have
substantial  effects  on our  share  price,  including  potentially  substantial
appreciation in the price of our shares. Depending on the structure of this type
of transaction,  tendering option holders might be deprived of any further price
appreciation in the shares associated with the new options.  For example, if our
shares were acquired in a cash merger,  the fair market value of our shares, and
hence the price at which we grant the new options, would likely be a price at or
near the cash  price  being  paid for the  shares in the  transaction,  yielding
limited or no  financial  benefit to a  recipient  of the new  options  for that
transaction.  In  addition,  in the event of an  acquisition  of our company for
stock,  tendering  option holders might receive  options to purchase shares of a
different issuer.

       Actel  also  reserves  the right to grant the new  options  less than six
months and one day after the date we cancel the options  accepted for  exchange.
Thus, by way of example,  the Board of Directors  might,  in the exercise of its
sole  discretion,  grant  the new  options  before  a merger  or  other  similar
transaction  were  announced.  In that case, the new options would be treated in
the merger or other  transaction just like any other  outstanding Actel options.
(Page 14)

If you tender options in this offer, are there circumstances where you would not
be granted new options?

       Yes. Even if we accept your tendered  options,  we do not intend to grant
new  options  to you if we are  prohibited  from doing so by  applicable  law or
regulations. We will use reasonable efforts to avoid a prohibition, but you will
not be granted a new option so long as any prohibition is applicable.

       Also,  if you are no longer an employee on the date we grant new options,
you will not receive any new options. (Page 22)

If you choose to tender an option that is eligible for exchange,  do you have to
tender all the shares in that option?

       Yes. We are not accepting  partial tenders of options.  However,  you may
tender the  remaining  portion of an option that you have  partially  exercised.
Accordingly,  you may tender one or more of your option grants, but you may only
tender all of the  unexercised  shares  subject to each  option or none of those
shares.  For  example,  if you hold (i) an option to  purchase  1,000  shares at
$10.00 per share,  700 of which you have  already  exercised,  (ii) an option to
purchase  1,000  shares at an  exercise  price of $20.00  per share and (iii) an
option to purchase  2,000 shares at an exercise  price of $40.00 per share,  you
may (except as otherwise described below) tender:

       o      none of your options;

       o      options with respect to the 300 remaining unexercised shares under
              the first option grant;

       o      options with  respect to all 1,000 shares under the second  option
              grant;

       o      options  with  respect to all 2,000  shares under the third option
              grant;

       o      options with respect to two of the three option grants; or

       o      all options under all three of the option grants.

       In short, you may not tender options with respect to less than all of the
unexercised shares under any option grant.

       Also, if you decide to tender any of your  options,  then you must tender
all of your options that were granted to you during the  six-month  period prior
to the  cancellation of any tendered  options.  For example,  if you received an
option grant in January 2001 and a grant in February 2001 and you want to tender
your  January  2001  option  grant,  you would also be  required  to tender your
February 2001 option grant. (Page 13)

If you tender options in this offer, what happens to options that you choose not
to tender or that are not accepted for exchange?

       Nothing.  Any options  that you choose not to tender for exchange or that
we do not accept for  exchange  retains its current  exercise  price and current
vesting  schedule  and remains  outstanding  until it is exercised or expires in
accordance with its terms.

If you tender options in this offer,  will you have to pay taxes if you exchange
your options in this offer?

       If you exchange your current  options for new options,  you should not be
required  under  current law to  recognize  income for U.S.  federal  income tax
purposes  at the time of the  exchange.  Further,  at the grant  date of the new
options, you will not be required under current law to recognize income for U.S.
federal  income tax  purposes.  We recommend  that you consult with your own tax
advisor to determine  the tax  consequences  of tendering  options  through this
offer. (Page 22)

If you tender options in this offer that are incentive stock options,  will your
new options be incentive stock options?

       If your current  options are incentive  stock  options,  your new options
will be granted as incentive stock options to the maximum extent they qualify as
incentive stock options under the tax laws on the date of the grant. For options
to qualify as incentive  stock options under the current tax laws,  the value of
shares subject to options that first become  exercisable by the option holder in
any  calendar  year  cannot  exceed  $100,000,  as  determined  using the option
exercise price.  The excess value is deemed to be a non-qualified  stock option,
which is an option that is not  qualified to be an incentive  stock option under
the current tax laws. (Page 22)

If you tender options in this offer, when will your new options expire?

       Your new options will expire ten years from the date of grant, or earlier
if your employment with Actel terminates.

When does this offer expire? Can this offer be extended and, if so, how will you
be notified if it is extended?

       The offer expires on June 29, 2001, at 9:00 P.M.,  Pacific Daylight Time,
unless we extend it. We may, in our  discretion,  extend this offer at any time,
but we cannot  assure you that this offer will be extended or, if extended,  for
how long. If this offer is extended,  we will make a public  announcement of the
extension no later than 6:00 a.m.,  Pacific  Daylight Time, on the next business
day following the previously  scheduled  expiration of this offer period.  (Page
24)

How do you tender your options?

       If you decide to tender your options, you must deliver, before 9:00 P.M.,
Pacific  Daylight  Time, on June 29, 2001 (or such later date and time as we may
extend the expiration of this offer), a properly completed and executed Election
Form and any other documents  required by the Election Form via facsimile (fax #
(408)  739-0706) or hand delivery to the Stock Option  Administrator.  This is a
one-time offer and we will strictly enforce the tender offer period.  We reserve
the right to reject any or all tenders of options that we  determine  are not in
appropriate  form or that we determine  are  unlawful to accept.  Subject to our
rights to extend,  terminate,  and amend this offer, we currently expect that we
will accept all properly  tendered options promptly after the expiration of this
offer. (Page 11)

During what period of time may you withdraw previously tendered options?

       You may  withdraw  your  tendered  options at any time  before this offer
expires at 9:00 P.M., Pacific Daylight Time, on June 29, 2001. If we extend this
offer beyond that time, you may withdraw your tendered options at any time until
the extended expiration of this offer. In addition, although we currently intend
to accept validly  tendered options promptly after the expiration of this offer,
if we have not accepted your tendered options by July 27, 2001, you may withdraw
your  tendered  options at any time after July 27,  2001.  To withdraw  tendered
options,  you must deliver to us via facsimile (fax # (408) 739-0706) or by hand
to the Stock Option Administrator a signed Notice to Change Election From Accept
to Reject  with the  required  information  while  you  still  have the right to
withdraw  the  tendered  options.  Once  you  have  withdrawn  options,  you may
re-tender  options only by again  following  the delivery  procedures  described
above. (Page 12)

Can you change your election regarding particular tendered options?

       Yes, you may change your election regarding  particular  tendered options
at any time before this offer expires at 9:00 P.M.,  Pacific  Daylight  Time, on
June 29,  2001.  If we extend this offer  beyond that time,  you may change your
election  regarding  particular  tendered options at any time until the extended
expiration of this offer. In order to change your election,  you must deliver to
us via  facsimile  (fax # (408)  739-0706) or hand  delivery to the Stock Option
Administrator a new Election Form that includes the  information  regarding your
new election and is clearly dated after your original Election Form.

What do we and the Board of Directors think of this offer?

       Although our Board of Directors has approved  this offer,  neither we nor
our Board of Directors makes any  recommendation as to whether you should tender
your options or should not tender your options.  You must make your own decision
whether or not to tender options.  For questions  regarding tax  implications or
other  investment-related  questions, you should talk to your own legal counsel,
accountant, and/or financial advisor.

Whom can you talk to if you have questions about this offer?

       For additional information or assistance, you should contact:

       Stock Option Administrator
       Actel Corporation
       955 East Arques Avenue (Building 3)
       Sunnyvale, California 94086
       408) 522-4213 until June 15, 2001 (Jean Inman) (408) 522-4424 after
       June 15, 2001 (Vicky Huang)


<PAGE>


                                  INTRODUCTION

       Actel   Corporation   ("Actel")  is  offering   eligible   employees  the
opportunity  to exchange  all  outstanding  options to purchase  shares of Actel
common stock for new options that we will grant under the Actel Corporation 1986
Incentive  Stock  Option Plan (the "1986  Plan") or the Actel  Corporation  1995
Employee and Consultant  Stock Plan (the "1995 Plan").  We are making this offer
upon the terms and conditions described in this Offer to Exchange (the "Offer to
Exchange"), the related Memorandum from Barbara McArthur dated June 1, 2001, the
Election  Form,  and the Notice to Change  Election from Accept to Reject (which
together,  as they may be amended from time to time,  constitute  the "offer" or
"program").

       The  number of shares  subject  to the new  options to be granted to each
eligible  employee will be equal to the number of shares  subject to the options
tendered by the eligible  employee and  accepted  for  exchange.  Subject to the
terms and  conditions  of this  offer,  we intend to grant the new options on or
about the first  business  day that is at least six months and one day after the
date we cancel the options  accepted for exchange.  You may only tender  options
for all or none of the outstanding,  unexercised shares subject to an individual
option  grant.  All tendered  options  accepted by us through this offer will be
cancelled as promptly as practicable  after 9:00 PM Pacific Daylight Time on the
date this offer ends.  The offer is  currently  scheduled  to expire on June 29,
2001 (the "Expiration  Date"), and we expect to cancel options on June 30, 2001,
or as soon as possible  thereafter (the "Cancellation  Date"). If you tender any
option grant for exchange, you will be required to also tender all option grants
that you received  during the six month period prior to the  Cancellation  Date.
Since we currently  expect to cancel all tendered options on June 30, 2001, this
means  that you will be  required  to tender  all  options  granted to you after
December 29, 2000, if you participate in this offer.

       The  offer is not  conditioned  on a  minimum  number  of  options  being
tendered.  Participation  in this offer is  completely  voluntary.  The offer is
subject to conditions that we describe in Section 6 of this Offer to Exchange.

       You are eligible to  participate  in this offer if you are an employee of
Actel  Corporation  and a resident of the United  States.  Directors,  including
directors who are also employees,  are not eligible to participate.  In order to
receive a new option pursuant to this offer, you must continue to be an employee
as of the date on which the new  options are  granted,  which we expect to be at
least six months and one day after the Cancellation Date.

       If you tender  options for exchange as  described  in this offer,  and we
accept your tendered options,  then, subject to the terms of this offer, we will
grant you new options under the 1986 Plan or the 1995 Plan, as determined by the
Board of Directors in its sole  discretion.  The exercise price per share of the
new  options  will be 100% of the fair  market  value on the date of  grant,  as
determined by the closing price  reported by the Nasdaq  National  Market on the
date of grant. Each new option will be exercisable for the same number of shares
as remained outstanding under the tendered options. Each new option granted will
vest  in  accordance  with  the  vesting  schedule  of  the  cancelled  options.
Accordingly, each new option granted will vest as follows:

       o      any shares that were fully vested on the cancellation date will be
              fully vested;

       o      all  unvested  options on the date this offer  expires  that would
              have been fully  vested on the date the new  options  are  granted
              (which is  expected to be at least six months and one day from the
              cancellation date) will be fully vested; and

       o      all remaining  unvested  options will have a vesting schedule that
              is  equivalent  to what would have been in place had the cancelled
              option remained in effect.

For  example,  if an employee  cancels an option that vests at the rate of 6.25%
per  quarter  and is 50%  vested at the time of  cancellation,  the  replacement
option  will be 62.5%  vested at the time of grant if the new grant  occurs  six
months and one day after cancellation.

       As of May 31,  2001,  options to  purchase  6,397,745  of our shares were
issued and  outstanding,  of which options to purchase  5,523,898 of our shares,
constituting 86.3%, were held by eligible employees.


<PAGE>


                                    THE OFFER

1.     Number of Options; Expiration Date

       Subject  to the terms and  conditions  of this  offer,  we will  exchange
outstanding,  unexercised  options held by eligible  employees that are properly
tendered  and not validly  withdrawn  in  accordance  with  Section 4 before the
"expiration  date," as defined  below,  in return for new  options.  We will not
accept  partial  tenders of options for any portion of the shares  subject to an
individual  option grant.  Therefore,  you may tender options for all or none of
the shares subject to each of your eligible options. In addition,  if you tender
any option  grant for  exchange,  you will be required to also tender all option
grants  that you  received  during the  six-month  period  prior to the date the
tendered  option was  cancelled.  We  currently  expect to cancel  all  tendered
options on June 30,  2001,  which  means that you will be required to tender all
options  granted to you after  December 29,  2000,  if you  participate  in this
offer.

       If your options are properly  tendered  and  accepted for  exchange,  the
options will be cancelled and,  subject to the terms of this offer,  you will be
entitled to receive one or more new options to purchase  the number of shares of
common  stock equal to the number of shares  subject to the options  tendered by
you and accepted for  exchange,  subject to  adjustments  for any stock  splits,
stock  dividends,  and similar  events.  All new options  will be subject to the
terms  of our  1986  Plan  or 1995  Plan,  at the  discretion  of our  Board  of
Directors,  and to a new  option  agreement  between  you and us.  If you do not
remain an employee of Actel or its  subsidiaries for any reason through the date
we grant  the new  options,  you  will  not  receive  any new  options  or other
consideration  in exchange for your tendered options that have been accepted for
exchange.  This means that if you quit, with or without a good reason, or die or
we terminate your employment,  with or without cause, prior to the date we grant
the new options, you will not receive anything for the options that you tendered
and we cancelled.

       The term  "expiration  date" means 9:00 P.M.,  Pacific  Daylight Time, on
June 29, 2001, unless and until we, in our discretion,  have extended the period
of time  during  which this  offer will  remain  open,  in which  event the term
"expiration  date" refers to the latest time and date at which this offer, as so
extended,  expires.  See Section 14 for a  description  of our rights to extend,
delay, terminate, and amend this offer.

       If we decide to take any of the following actions, we will publish notice
or otherwise inform you in writing of such action:

       o      we increase or decrease  the amount of  consideration  offered for
              the options;

       o      we decrease the number of options  eligible to be tendered in this
              offer; or

       o      we increase the number of options  eligible to be tendered in this
              offer by an amount  that  exceeds 2% of the shares  issuable  upon
              exercise of the options that are subject to this offer immediately
              prior to the increase

If this offer is scheduled to expire at any time earlier than the tenth business
day from,  and  including,  the date that notice of the  increase or decrease is
first  published,  sent, or given in the manner specified in Section 14, we will
extend  this  offer  so that  this  offer  is open at least  ten  business  days
following the publication, sending, or giving of notice. We will also notify you
of any other  material  change in the  information  contained  in this  Offer to
Exchange.  For purposes of this offer, a "business day" means any day other than
a Saturday,  Sunday,  or federal  holiday  and  consists of the time period from
12:01 a.m. through 12:00 midnight, Eastern Time.

2.     Purpose of This Offer

       We issued the options outstanding to:

       o      provide our eligible  employees with  additional  incentive and to
              promote the success of our business, and

       o      encourage our eligible employees to continue their employment with
              us.

       One of the keys to our  continued  growth and success is the retention of
our most valuable asset, our employees. The offer provides an opportunity for us
to offer our eligible employees a valuable incentive to stay with Actel. Some of
our outstanding  options,  whether or not they are currently  exercisable,  have
exercise prices that are  significantly  higher than the current market price of
our shares. By making this offer to exchange outstanding options for new options
that will have an exercise  price equal to the market  value of our common stock
on the grant date, each eligible employee will have the opportunity to eliminate
(on the date of grant only) all  underwater  options.  We believe this  offering
will maximize  shareholder value by creating better  performance  incentives for
employees  who desire the  assurance  that their  options  will have an exercise
price equal to the market value of our common  stock on the grant date.  Because
we do not  intend to grant new  options  until at least six  months  and one day
after the date we cancel the options accepted for exchange,  the new options may
have a  higher  exercise  price  than  some  or all of our  current  outstanding
options.

       From time to time we  engage  in  strategic  transactions  with  business
partners,  customers,  and other third parties. We may engage in transactions in
the future with these or other  companies  that could  significantly  change our
structure, ownership,  organization,  management, or the make-up of our Board of
Directors,  any of which could significantly  affect the price of our shares. If
we engage in such a transaction or transactions before the date we grant the new
options,  our shares  could  increase (or  decrease) in value,  and the exercise
price of the new options  could be higher (or lower) than the exercise  price of
options you may have  elected to tender.  As outlined in Section 8, the exercise
price of any new options granted to you in return for your tendered options will
be the fair  market  value of the  underlying  shares on the date of  grant,  as
determined by the closing price  reported by the Nasdaq  National  Market on the
date of  grant.  You will be at risk of any such  increase  in our  share  price
before the grant date of the new options for these or any other reasons.

       Neither  we nor our Board of  Directors  makes any  recommendation  as to
whether  you  should  tender or should  not  tender  your  options,  nor have we
authorized any person to make any such recommendation. You are urged to evaluate
carefully all of the  information  in this Offer to Exchange and to consult your
own investment and tax advisors.  You must make your own decision whether or not
to tender your options for exchange.

3.     Procedures for Tendering Options

       a.     Proper Tender of Options

       To  validly  tender  your  options  through  this  offer,  you  must,  in
accordance with the terms of the Election Form, properly complete,  execute, and
deliver the Election Form to us via facsimile (fax # (408)  739-0706) or by hand
to the Stock Option Administrator,  along with any other required documents. The
Stock Option Administrator must receive all of the required documents before the
expiration date. The delivery of all documents, including Election Forms and any
Notices  to  Change  Election  From  Accept to  Reject  and any  other  required
documents, is at your risk.

       b.     Determination  of  Validity;   Rejection  of  Options;  Waiver  of
              Defects; No Obligation to Give Notice of Defects

       We will  determine,  in our  discretion,  all questions as to the form of
documents and the validity,  form,  eligibility,  including time of receipt, and
acceptance of any tender of options.  Our determination of these matters will be
final and  binding on all  parties.  We  reserve  the right to reject any or all
tenders of options  that we  determine  are not in  appropriate  form or that we
determine are unlawful to accept.  Otherwise, we will accept properly and timely
tendered  options that are not validly  withdrawn.  We also reserve the right to
waive any of the conditions of this offer or any defect or  irregularity  in any
tender of any particular  options or for any particular option holder. No tender
of  options  will be deemed to have been  properly  made  until all  defects  or
irregularities  have been cured by the tendering  option holder or waived by us.
Neither we nor any other  person is  obligated  to give notice of any defects or
irregularities  in tenders,  nor will anyone incur any  liability for failure to
give any notice.  This is a one-time  offer and we will  strictly  enforce  this
offer  period,  subject  only to an  extension  that we may  grant  in our  sole
discretion.

       c.     Our Acceptance Constitutes an Agreement

       Your  tender  of  options  pursuant  to the  procedures  described  above
constitutes  your  acceptance  of the terms and  conditions  of this offer.  Our
acceptance for exchange of your options  tendered by you through this offer will
constitute a binding  agreement between us and you upon the terms and subject to
the conditions of this offer.  Subject to our rights to extend,  terminate,  and
amend this offer,  we currently  expect that we will accept  promptly  after the
expiration  of this  offer  all  properly  tendered  options  that have not been
validly withdrawn.

4.     Withdrawal Rights and Change of Election

       You may only withdraw  your  tendered  options or change your election in
accordance with the provisions of this Section 4.

       You may  withdraw  your  tendered  options at any time  before 9:00 P.M.,
Pacific  Daylight  Time,  on June 29, 2001.  If we extend this offer beyond that
time,  you may  withdraw  your  tendered  options at any time until the extended
expiration  of this offer.  In addition,  if we have not accepted  your tendered
options for exchange by 9:00 P.M.,  Pacific Daylight Time, on July 27, 2001, you
may withdraw your tendered options at any time after July 27, 2001.

       To  validly  withdraw  tendered  options,  you must  deliver to the Stock
Option  Administrator  via  facsimile  (fax # (408)  739-0706)  or by  hand,  in
accordance  with the  procedures  listed in Section 3 above,  a signed and dated
Notice to Change  Election  From Accept to Reject with the required  information
while you still have the right to withdraw the tendered options.

       To validly  change  your  election  regarding  the  tender of  particular
options,  you must deliver a new Election Form to the Stock Option Administrator
via  facsimile  (fax #  (408)  739-0706)  or by  hand  in  accordance  with  the
procedures listed in Section 3 above. If you deliver a new Election Form that is
properly  signed and dated,  it will replace any previously  submitted  Election
Form, which will be disregarded.  The new Election Form must be signed and dated
and must specify:

       o      the name of the option holder who tendered the options;

       o      the grant number of all options to be tendered;

       o      the grant date of all options to be tendered;

       o      the exercise price of all options to be tendered; and

       o      the total  number of  unexercised  option  shares  subject to each
              option to be tendered.

       Except as  described  in the  following  sentence,  the  Notice to Change
Election  From  Accept to Reject  and any new or amended  Election  Form must be
executed by the option  holder who tendered the options to be withdrawn  exactly
as the  option  holder's  name  appears on the option  agreement  or  agreements
evidencing  such  options.   If  the  signature  is  by  a  trustee,   executor,
administrator,  guardian, attorney-in-fact,  officer of a corporation or another
person acting in a fiduciary or representative capacity, the signer's full title
and proper evidence of the authority of such person to act in that capacity must
be indicated on the notice of withdrawal.

       You may not rescind any  withdrawal  and any  options you  withdraw  will
thereafter be deemed not properly tendered for purposes of this offer unless you
properly  re-tender  those options before the  expiration  date by following the
procedures described in Section 3.

       Neither  we nor any  other  person  is  obligated  to give  notice of any
defects or irregularities in any Notice to Change Election From Accept to Reject
or any new or amended  Election  Form,  nor will anyone incur any  liability for
failure to give any notice. We will determine, in our discretion,  all questions
as to the form and  validity,  including  time of receipt,  of Notices to Change
Election  From  Accept  to  Reject  and  new  or  amended  Election  Forms.  Our
determination of these matters will be final and binding.

5.     Acceptance of Options for Exchange and Issuance of New Options

       Upon  the  terms  and  conditions  of  this  offer  and  as  promptly  as
practicable  following  the  expiration  date,  we will accept for  exchange and
cancel options properly tendered and not validly withdrawn before the expiration
date.  Subject to the terms and  conditions  of this offer,  if your options are
properly tendered and accepted for exchange,  these options will be cancelled as
of the date of our  acceptance,  which we anticipate to be June 30, 2001, and we
anticipate  that you will be granted new options on or about the first  business
day that is at least six months and one day after the date we cancel the options
accepted for exchange.  Thus, subject to the terms and conditions of this offer,
if your options are properly tendered by June 29, 2001, the scheduled expiration
date of this offer, and accepted for exchange and cancelled on June 30, 2001, we
anticipate  that you will be granted new options on or about  December 31, 2001.
If we accept and cancel  options  properly  tendered for exchange after June 30,
2001,  we  anticipate  that the period in which the new options  will be granted
will be similarly delayed. As promptly as practicable after we accept and cancel
options  tendered  for  exchange,  we will issue to you a Promise to Grant Stock
Option(s),  by which we will commit to grant  stock  options  covering  the same
number of shares as the options cancelled pursuant to this offer,  provided that
you remain an eligible employee on the date on which the grant is to be made.

       If we accept options you tender in this offer, we anticipate that we will
defer  any  grant to you of other  options,  such as  evergreen  or  promotional
options,  for which you may be eligible after the expiration  date until the new
option  grant date,  so that you are granted no new options for any reason until
at least six months  and one day after any of your  tendered  options  have been
cancelled.  We  anticipate  that we will  defer the grant to you of these  other
options in order to avoid incurring compensation charges against our earnings as
a result of accounting  rules that could apply to these interim option grants as
a result of this offer. We may issue to you a Promise to Grant Stock  Option(s),
which is a binding  commitment to grant you an option or options,  provided that
you remain an eligible employee on the date on which the grant is to be made.

       Your new options  will  entitle you to purchase the number of shares that
is equal to the number of shares subject to the options you tender,  as adjusted
for any stock splits,  stock  dividends,  and similar events.  If you are not an
employee of Actel or its  subsidiaries  for any reason through the date we grant
the new options,  you will not receive any new options or other consideration in
exchange for your tendered options that were cancelled pursuant to this offer.

       We will not  accept  partial  tenders  of your  eligible  option  grants.
However,  you may  tender  the  remaining  portion  of an  option  that you have
partially  exercised.  Accordingly,  you may tender  one or more of your  option
grants,  but you may only tender all of the  unexercised  shares subject to that
option or none of those shares. In addition,  if you tender any option grant for
exchange,  you will be  required  to also  tender  all  option  grants  that you
received during the six month period prior to the  cancellation of your tendered
options.  We currently  expect to cancel all tendered  options on June 30, 2001,
which means that you will be required to tender all options granted to you after
December 29, 2000, if you participate in this offer.

       Within one to two business  days after  receipt of your  Election Form or
your  Notice  to  Change  Election  From  Accept to  Reject,  the  Stock  Option
Administrator will e-mail the option holder a Confirmation of Receipt.  However,
this is not by itself an acceptance of the options for exchange. For purposes of
this offer,  we will be deemed to have  accepted  options for exchange  that are
validly  tendered  and not  properly  withdrawn  as of the time we give  oral or
written notice to the Stock Option Administrator or to the option holders of our
acceptance  for  exchange  of such  options,  which  notice may be made by press
release.  Subject to our rights to extend,  terminate,  and amend this offer, we
currently expect that we will accept promptly after the expiration of this offer
all properly tendered options that are not validly withdrawn.  Promptly after we
accept tendered options for exchange,  we will send each tendering option holder
a notice,  which may be sent by e-mail,  indicating the number of shares subject
to the options that we have accepted for exchange and cancelled, and, subject to
the terms and conditions of this offer, the corresponding  number of shares that
will be subject to the new options  and the period  during  which we  anticipate
that the new options should be granted.

6.     Conditions of This Offer

       Notwithstanding  any  other  provision  of this  offer,  we  will  not be
required to accept any options  tendered for  exchange,  and we may terminate or
amend this offer,  or postpone our  acceptance and  cancellation  of any options
tendered  for  exchange,  in each case  subject  to Rule  13e-4(f)(5)  under the
Securities  Exchange Act, if at any time on or after June 1, 2001,  and prior to
the  expiration  date,  any of the following  events has  occurred,  or has been
determined by us to have occurred,  and, in our reasonable  judgment in any case
and  regardless  of the  circumstances  giving rise to the event,  including any
action or omission to act by us, the occurrence of such event or events makes it
inadvisable  for us to  proceed  with  this  offer or with such  acceptance  and
cancellation of options tendered for exchange:

       o      there shall have been  threatened  or instituted or be pending any
              action  or  proceeding  by  any   governmental,   regulatory,   or
              administrative  agency or authority  that  directly or  indirectly
              challenges  the making of this offer,  the  acquisition of some or
              all of  the  tendered  options  pursuant  to  this  offer,  or the
              issuance of new  options,  or  otherwise  relates in any manner to
              this offer, or that, in our reasonable judgment,  could materially
              and adversely affect our business,  condition, income, operations,
              or prospects or  materially  impair the  contemplated  benefits of
              this offer to Actel.

       o      there shall have been any action threatened,  pending or taken, or
              approval withheld,  or any statute,  rule,  regulation,  judgment,
              order, or injunction threatened,  proposed,  sought,  promulgated,
              enacted, entered,  amended,  enforced, or deemed to be eligible to
              this  offer or Actel by any  court or any  authority,  agency,  or
              tribunal that, in our reasonable judgment, would or might directly
              or indirectly:

       o      make the  acceptance  for  exchange of, or issuance of new options
              for,  some or all of the  tendered  options  illegal or  otherwise
              restrict  or  prohibit  consummation  of this  offer or  otherwise
              relate in any manner to this offer.

       o      delay or restrict our ability,  or render us unable, to accept for
              exchange,  or issue new options  for,  some or all of the tendered
              options.

       o      materially  impair  the  contemplated  benefits  of this  offer to
              Actel.

       o      materially  and  adversely  affect  Actel's  business,  condition,
              income,   operations,   or  prospects  or  materially  impair  the
              contemplated benefits of this offer to Actel.

       o      there shall have occurred any change, development,  clarification,
              or position taken in generally accepted accounting  standards that
              could or would require us to record  compensation  expense against
              our earnings in connection with this offer for financial reporting
              purposes.

       o      a tender or  exchange  offer for some or all of our  shares,  or a
              merger  or  acquisition   proposal  for  Actel,  shall  have  been
              proposed,  announced, or made by another person or entity or shall
              have been publicly disclosed.

       o      any change or changes  shall have  occurred  in Actel's  business,
              condition,   assets,  income,  operations,   prospects,  or  stock
              ownership that, in our reasonable judgment,  is or may be material
              to Actel or may  materially  impair the  contemplated  benefits of
              this offer to Actel.

       The conditions to this offer are for Actel's benefit.  We may assert them
in our discretion regardless of the circumstances giving rise to them before the
expiration  date.  We may waive them,  in whole or in part, at any time and from
time to time prior to the expiration date, in our discretion,  whether or not we
waive any other condition to this offer. Our failure at any time to exercise any
of these  rights will not be deemed a waiver of any such  rights.  The waiver of
any of these rights with respect to particular facts and circumstances  will not
be deemed a waiver  with  respect  to any other  facts  and  circumstances.  Any
determination  we make concerning the events described in this Section 6 will be
final and binding upon all persons.

7.     Price Range of Shares Underlying the Options

       The shares  underlying  your options are  currently  traded on the Nasdaq
National  Market under the symbol  "ACTL".  The following  table shows,  for the
periods  indicated,  the high and low sales prices per share of our common stock
as reported by the Nasdaq 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

       As of May 31, 2001, the last reported sale price during  regular  trading
hours of our common stock, as reported by the Nasdaq National Market, was $20.39
per share.

       We  recommend  that you  evaluate  current  market  quotes for our common
stock,  among  other  factors,  before  deciding  whether or not to tender  your
options.

8.     Source and Amount of Consideration; Terms of New Options

       a.     Consideration

       We will issue new  options to purchase  shares of common  stock under our
1986 Plan or under our 1995 Plan, as determined by our Board of Directors in its
sole discretion,  in exchange for the outstanding  options properly tendered and
accepted  for  exchange  by us,  which will be  cancelled.  The number of shares
subject to the new options to be granted to each option  holder will be equal to
the number of shares  subject to the options  tendered by the option  holder and
accepted  for exchange  and  cancelled by us, as adjusted for any stock  splits,
reverse stock splits,  stock  dividends,  and similar events.  If we receive and
accept tenders of all outstanding  options from eligible  employees,  subject to
the terms and conditions of this offer,  we will grant new options to purchase a
total of 5,523,898  shares of common stock. The shares issuable upon exercise of
these new options  would equal  approximately  23.4% of the total  shares of our
common stock outstanding as of May 31, 2001.

       b.     Terms of New Options

       The new  options  will be  granted  under our 1986 Plan or under our 1995
Plan  (together,  the  "Plans"),  as determined by our Board of Directors in its
sole  discretion.  A new option agreement will be entered into between Actel and
each option  holder who has tendered  options in this offer for every new option
granted. The terms and conditions of the new options may vary from the terms and
conditions  of the  options  tendered  for  exchange,  but  generally  will  not
substantially  and adversely affect the rights of option holders.  Because we do
not intend to grant new options  until at least six months and one day after the
date we cancel the options  accepted  for  exchange,  the new options may have a
higher exercise price than some or all of the options,  including as a result of
a significant corporate event. The following description summarizes the material
terms of our 1986 Plan, the 1995 Plan and the options  granted under each of the
Plans.

              (1)    1986 Plan

       The maximum number of shares  available for issuance through the exercise
of options granted under our 1986 Plan is 10,536,971, plus an annual increase to
be added each year equal to (x) 5% of the outstanding shares on the first day of
our fiscal year less (y) the number of shares available for issuance through the
exercise of options granted under the 1986 Plan on the last day of the preceding
fiscal year.  Our 1986 Plan permits the granting of options  intended to qualify
as incentive  stock options under the Internal  Revenue Code and options that do
not  qualify as  incentive  stock  options,  referred to as  nonstatutory  stock
options.

              (2)    1995 Plan

       The maximum number of shares  available for issuance through the exercise
of options granted under our 1995 Plan is 1,552,700.  Our 1995 Plan permits only
the granting of options that do not qualify as incentive stock options, referred
to as nonstatutory stock options.

              (3)    Administration

       The Plans are  administered  by the Board of Directors or a  compensation
committee appointed by the Board of Directors (the "Administrator").  Subject to
the other provisions of the Plans, the  Administrator has the power to determine
the terms and conditions of the options  granted,  including the exercise price,
the  number of shares  subject  to the  option,  and the  exercisability  of the
options.

              (4)    Term

       Options  generally  have a term of ten  years.  Incentive  Stock  Options
granted to an employee who, at the time the  incentive  stock option is granted,
owns stock  representing  more than 10% of the voting  rights of all  classes of
stock of Actel or an affiliate company have a term of no more than five years.

              (5)    Termination

       Except as your option  agreement  otherwise  provides,  your options will
terminate  following the termination of your employment,  unless the options are
exercised,  to the extent  that they were  exercisable  immediately  before such
termination,  within the time frame permitted by your stock option agreement or,
if no  time  period  is  specified  in your  option  agreement,  within  30 days
following your termination. In the event that the termination of your employment
is by reason of permanent or total disability,  you may exercise any option held
by you at the date of your  employment  termination,  to the extent  that it was
exercisable immediately before such termination, within the time frame specified
in your option  agreement or, if no time is specified,  for six months following
such  termination.  In the event that the  termination of your  employment is by
reason of death, your executors,  administrators,  legatees,  or distributees of
your estate may exercise all options held by you at the date of your  employment
termination within for 12 months following such termination.

       The termination of your option under the circumstances  specified in this
Section will result in the  termination  of your  interests in our 1986 Plan and
our 1995 Plan. In addition,  your option may terminate,  together with our stock
option  plans  and all other  outstanding  options  issued  to other  employees,
following the occurrence of certain  corporate  events, as described below under
the caption "Adjustments Upon Certain Events."

              (6)    Exercise Price

       The Administrator determines the exercise price at the time the option is
granted.  For all eligible  employees,  the exercise  price per share of the new
options  will be  100% of the  fair  market  value  on the  date  of  grant,  as
determined by the closing price  reported by the Nasdaq  National  Market on the
date of grant.

       However,  the  exercise  price may not be less  than 110% of the  closing
price per share reported by the Nasdaq  National Market on the date of grant for
options  intended to qualify as incentive  stock  options that are granted to an
employee  who, at the time the  incentive  stock  option is granted,  owns stock
representing more than 10% of the voting rights of all classes of stock of Actel
or an affiliate company.

              (7)    Vesting and Exercise

       Each stock option agreement specifies the term of the option and the date
when the option becomes exercisable.  The terms of vesting are determined by the
Administrator.  Options  granted by us to new hires  generally vest at a rate of
25% of the shares subject to the option after twelve  months,  and then 6.25% of
the shares  subject to the option vest each  quarter  thereafter,  provided  the
employee remains continuously employed by Actel.

       The new options granted through this offer will vest as follows:

       o      any shares that were fully vested on the cancellation date will be
              fully vested;

       o      all  unvested  options on the date this offer  expires  that would
              have been fully  vested on the date the new  options  are  granted
              (which is  expected to be at least six months and one day from the
              cancellation date) will be fully vested; and

       o      all remaining  unvested  options will have a vesting schedule that
              is  equivalent  to what would have been in place had the cancelled
              option remained in effect.

For  example,  if an employee  cancels an option that vests at the rate of 6.25%
per  quarter  and is 50%  vested at the time of  cancellation,  the  replacement
option  will be 62.5%  vested at the time of grant if the new grant  occurs  six
months and one day after cancellation.

              (8)    Payment of Exercise Price

       You may  exercise  your  options,  in whole or in part,  by delivery of a
written notice to us together with a share  subscription  or purchase form which
is  accompanied  by  payment  in  full  of  the  eligible  exercise  price.  The
permissible  methods of payment of the option  exercise  price are determined by
the Administrator and generally include the following:

       o      cash;

       o      check;

       o      promissory note;

       o      shares of Actel common stock held at least six months;

       o      the delivery of a properly  executed exercise notice together with
              such other documentation as the Board of Directors and the broker,
              if applicable, shall require to effect an exercise and delivery to
              Actel the  amount  of sale or loan  proceeds  required  to pay the
              exercise price; or

       o      any combination of the foregoing methods.

              (9)    Adjustments Upon Certain Events

       If  there  is a  change  in our  capitalization,  such as a stock  split,
reverse stock split,  stock  dividend,  or other similar  event,  and the change
results  in an  increase  or  decrease  in the number of issued  shares  without
receipt of  consideration  by us, an appropriate  adjustment will be made to the
price of each option and the number of shares subject to each option.

       In the event there is a sale of all or  substantially  all of our assets,
or we merge with another  corporation,  your options will be assumed or replaced
with new options of the successor corporation. If the successor corporation does
not assume or substitute  your  options,  they will  automatically  become fully
vested and exercisable.

       In the  event  there is a  liquidation  or  dissolution  of  Actel,  your
outstanding options will terminate  immediately prior to the consummation of the
liquidation or dissolution.  The  Administrator  may,  however,  provide for the
acceleration of the exercisability of any option.

              (10)   Termination of Employment

       If you are not an  employee  of Actel  for any  reason  from the date you
tender options  through the date we grant the new options,  you will not receive
any new options or any other consideration in exchange for your tendered options
that have been  accepted  for  exchange.  This means  that if you quit,  with or
without good reason,  or die, or we terminate your  employment,  with or without
cause,  before the date we grant the new options,  you will not receive anything
for the options that you tendered and we cancelled.

              (11)   Transferability of Options

       New options,  whether  incentive  stock  options or  non-qualified  stock
options,  may not be transferred,  other than by will or the laws of descent and
distribution.  In the event of your death,  options may be exercised by a person
who acquires the right to exercise the option by bequest or inheritance.

       c.     Registration of Option Shares

       9,391,410  shares of common stock issuable upon exercise of options under
our 1986 Plan and  1,769,500  shares of common stock  issuable  upon exercise of
options under our 1995 Plan have been  registered  under the  Securities  Act on
registration  statements on Form S-8 filed with the SEC. All the shares issuable
upon  exercise  of all new  options  to be  granted  before  this  offer will be
registered  under the Securities Act. Unless you are one of our affiliates,  you
will be able to sell your option shares free of any transfer  restrictions under
applicable U.S. securities laws.

       d. U.S. Federal Income Tax Consequences

       You  should  refer to  Section 13 for a  discussion  of the U.S.  federal
income  tax  consequences  of the new  options  and  the  options  tendered  for
exchange,  as well as the consequences of accepting or rejecting the new options
under this offer to exchange.

       Our statements in this Offer to Exchange concerning our 1986 Plan and our
1995 Plan and the new  options  are merely  summaries  and do not  purport to be
complete.  The statements are subject to, and are qualified in their entirety by
reference  to,  all  provisions  of our 1986 Plan,  1995 Plan,  and the forms of
option agreement under the Plans. Please contact the Stock Option  Administrator
at Actel Corporation, 955 East Arques Avenue, Building 3, Sunnyvale,  California
94086  (telephone:  (408)  522-4213),  to receive a copy of our 1986 Plan,  1995
Plan, and the forms of option  agreements  thereunder.  We will promptly furnish
you copies of these documents at our expense.

9.     Information Concerning Actel

       Our principal  executive  offices are located at 955 East Arques  Avenue,
Sunnyvale California 94086, and our telephone number (408) 739-1010.

       Actel  designs,  develops,  and markets  field  programmable  gate arrays
("FPGAs")  and  associated  design  and  development  software  and  programming
hardware.  FPGAs are used by designers of  communications,  computer,  consumer,
industrial,  space, and other electronic  systems to differentiate  products and
get them to market  faster.  Actel is the  leading  supplier  of FPGAs  based on
antifuse  technology,  and has  introduced  FPGAs based on flash  technology and
embedded  programmable gate array (EPGA) intellectual  property (IP) cores based
on static random access memory (SRAM)  technology.  Actel's  strategy is to be a
provider  of  innovative   programmable   solutions  for  application   specific
integrated  circuit  (ASIC) and  application  specific  standard  product (ASSP)
system designers and manufacturers.

       The financial  information included in our annual report on Form 10-K for
the fiscal year ended  December 31, 2000, is  incorporated  herein by reference.
See "Additional  Information"  beginning on Page 25 for  instructions on how you
can  obtain  copies of our SEC  filings,  including  filings  that  contain  our
financial statements.

10.    Interests  of  Directors  and  Officers;  Transactions  and  Arrangements
       Concerning the Options

       A list of our directors and executive  officers is attached to this Offer
to Exchange  as  Schedule A. As of May 31,  2001,  our  executive  officers  and
non-employee  directors  (13  persons)  as a group  beneficially  owned  options
outstanding  under our 1986 Plan to purchase a total of 1,346,923 of our shares,
which  represented  approximately  30.0% of the shares  subject  to all  options
outstanding under that plan as of that date. Directors and executive officers as
a group beneficially owned options outstanding under our 1995 Plan to purchase a
total of 245,523 of our shares, which represented 16.5% of the shares subject to
all options outstanding under that plan as of that date. Directors and executive
officers,  as a group  beneficially  owned options  outstanding under all of our
stock plans to purchase a total of  1,749,946 of our shares,  which  represented
approximately  27.4% of the shares subject to all options  outstanding under the
plans as of that  date.  Options to  purchase  our  shares  owned by  directors,
including  directors  who are also  executive  officers,  are not eligible to be
tendered in this offer.

       In the 60 days  prior  to and  including  May  31,  2001,  the  executive
officers and directors of Actel had the following transaction in Actel shares:

       o      On April 11, 2001, John C. East exercised stock options to acquire
              an  additional  20,440  shares of Actel common stock at a weighted
              average  purchase  price of $8.50 per share by delivering to Actel
              by  attestation  shares of Actel  common  stock that Mr.  East had
              owned more than six months.

       o      On April 27, 2001,  Mr. East sold 1,400 of Actel common stock at a
              weighted average sale price of $23.15 per share.

       o      On April 30, 2001,  Mr. East sold 3,400 of Actel common stock at a
              weighted average sale price of $23.63 per share.

       o      On May 1, 2001,  Mr.  East sold 2,400 of Actel  common  stock at a
              weighted average sale price of $23.24 per share.

       o      On May 2, 2001,  Mr.  East sold 2,400 of Actel  common  stock at a
              weighted average sale price of $23.46 per share.

       o      On May 3, 2001,  Mr.  East sold 2,400 of Actel  common  stock at a
              weighted average sale price of $22.35 per share.

       o      On May 9, 2001,  Mr. East  exercised  stock  options to acquire an
              additional  18,727  shares  of Actel  common  stock at a  weighted
              average  purchase  price of $7.89 per share by delivering to Actel
              by  attestation  shares of Actel  common  stock that Mr.  East had
              owned more than six months.

       o      On May 16,  2001,  Mr. East sold 12,000 of Actel common stock at a
              weighted average sale price of $21.28 per share.

       o      On May 18,  2001,  Esmat  Z.  Hamdy  exercised  stock  options  to
              purchase 8,750 shares of Actel common stock at a weighted  average
              purchase  price of $10.92  per share  and sold  those  shares at a
              weighted average sale price of $22.61 per share.

       o      On May 22,  2001,  Henry L.  Perret  exercised  stock  options  to
              purchase 31,892 shares of Actel common stock at a weighted average
              purchase  price of $11.98  per share  and sold  those  shares at a
              weighted average sale price of $24.22 per share.

Except as otherwise  described above, there have been no transactions in options
to purchase our shares or in our shares which were  effected  during the 60 days
prior to June 1, 2001, by Actel or, to our knowledge,  by any executive officer,
director, or affiliate of Actel.

11.    Status of Options Acquired by Us in This Offer;  Accounting  Consequences
       of This Offer

       Each  option we acquire  through  this offer  will be  cancelled  and the
shares  subject to that option will be returned to the pool of shares  available
for  grants of new  options  under the Plan  pursuant  to which the  option  was
originally  granted.  To the  extent  these  shares are not fully  reserved  for
issuance upon exercise of the new options to be granted in connection  with this
offer,  the shares will be available  for future  awards to employees  and other
eligible  plan  participants  without  further  shareholder  action,  except  as
required by  applicable  law or the rules of the Nasdaq  National  Market or any
other securities  quotation system or any stock exchange on which our shares are
then quoted or listed.

       We believe that we will not incur any  compensation  expense  solely as a
result of the transactions contemplated by this offer because:

       o      we do not intend to grant any new  options  until a  business  day
              that is at least  six  months  and one day  after the date that we
              cancel options tendered and accepted for exchange; and

       o      the exercise  price of all new options will equal the market value
              of the  shares  of  common  stock  on the  date we  grant  the new
              options.

12.    Legal Matters; Regulatory Approvals

       We are not aware of any license or  regulatory  permit that appears to be
material to our  business  that might be  adversely  affected by our exchange of
options and  issuance of new options as  contemplated  by this offer,  or of any
approval or other action by any government or governmental,  administrative,  or
regulatory authority or agency,  domestic or foreign, that would be required for
the acquisition or ownership of our options as contemplated  herein.  Should any
such approval or other action be required, we presently contemplate that we will
seek such approval or take such other action. We cannot assure you that any such
approval  or other  action,  if needed,  would be  obtained or would be obtained
without  substantial  conditions or that the failure to obtain any such approval
or other action might not result in adverse  consequences  to our business.  Our
obligation under this offer to accept tendered options for exchange and to issue
new options  for  tendered  options is subject to the  conditions  described  in
Section 6.

       We do not  intend to grant the new  options if we are  prohibited  by any
applicable  law or  regulation  from  doing  so.  We  are  unaware  of any  such
prohibition at this time and we will use reasonable efforts to effect the grant,
but if the grant is prohibited we do not intend to grant any new options and you
will not receive any other consideration for the options you tendered.

13.    Material U.S. Federal Income Tax Consequences.

       The following is a general  summary of the material U.S.  federal  income
tax  consequences  of the  exchange  of options  pursuant  to this  offer.  This
discussion  is based on the Internal  Revenue  Code,  its  legislative  history,
Treasury Regulations thereunder, and administrative and judicial interpretations
thereof  as of the date of this  offer,  all of which  are  subject  to  change,
possibly on a  retroactive  basis.  This summary does not discuss all of the tax
consequences   that  may  be  relevant  to  you  in  light  of  your  particular
circumstances,  nor is it  intended  to be  applicable  in all  respects  to all
categories of option holders.

       Option  holders who exchange  outstanding  options for new options should
not be required to recognize  income for federal income tax purposes at the time
of the  exchange.  We believe that the exchange will be treated as a non-taxable
exchange.  We advise all option holders considering  exchanging their options to
meet with their own tax advisors with respect to the federal,  state, local, and
foreign tax consequences of participating in this offer.

       a.     Incentive Stock Options

       Under current law, an option holder will not realize  taxable income upon
the grant of an  incentive  stock option  under our 1986 Plan.  In addition,  an
option holder  generally will not realize taxable income upon the exercise of an
incentive stock option.  However, an option holder's alternative minimum taxable
income will be increased by the amount that the  aggregate  fair market value of
the shares underlying the option,  which is generally  determined as of the date
of exercise, exceeds the aggregate exercise price of the option.

       If an option holder sells the option shares  acquired upon exercise of an
incentive stock option,  the tax  consequences  of the  disposition  depend upon
whether the disposition is qualifying or  disqualifying.  The disposition of the
option shares is qualifying if it is made:

       o      at least two years after the date the  incentive  stock option was
              granted, and

       o      at least one year after the date the  incentive  stock  option was
              exercised.

       If the disposition of the option shares is qualifying,  any excess of the
sale price of the option  shares over the  exercise  price of the option will be
treated as long-term  capital  gain taxable to the option  holder at the time of
the sale. Any such capital gain will be taxed at the long-term capital gain rate
in effect at the time of sale.

       If  the  disposition  is  not   qualifying,   which  we  refer  to  as  a
"disqualifying  disposition,"  the excess of the fair market value of the option
shares on the date the  option was  exercised  over the  exercise  price will be
taxable  income to the  option  holder at the time of the  disposition.  Of that
income,  the amount up to the excess of the fair  market  value of the shares at
the time the option  was  exercised  over the  exercise  price will be  ordinary
income for income tax  purposes and the  balance,  if any,  will be long-term or
short-term capital gain, depending upon whether or not the shares were sold more
than one year after the option was exercised.

       Unless an option holder engages in a disqualifying  disposition,  we will
not be entitled to a deduction with respect to an incentive stock option.  If an
option holder engages in a disqualifying  disposition,  we will be entitled to a
deduction  equal to the  amount of  compensation  income  taxable  to the option
holder.

       If you tender  incentive stock options and those options are accepted for
exchange,  the new options  will be granted as  incentive  stock  options to the
maximum extent they qualify.  For options to qualify as incentive stock options,
the value of shares  subject to options  that first  become  exercisable  in any
calendar year cannot exceed  $100,000,  as determined  using the option exercise
price. The excess value is deemed to be a non-qualified stock option. You should
note that if the new options  have a higher  exercise  price than some or all of
your current  options,  the new options may exceed the limit for incentive stock
options.

       We do not  believe  that our offer to you will change any of the terms of
your eligible  incentive  stock options if you do not accept this offer.  If you
choose not to accept this offer,  it is possible  that the IRS would decide that
your  right to  exchange  your  incentive  stock  options  under this offer is a
"modification" of your incentive stock options,  even if you do not exchange the
options.  A successful  assertion by the IRS that the options are modified could
extend the options'  holding  period to qualify for  favorable tax treatment and
cause a portion of your incentive  stock options to be treated as  non-qualified
stock options.

       b.     Non-Qualified Stock Options.

       Under current law, an option holder will not realize  taxable income upon
the grant of an option that is not qualified as an incentive stock option,  also
referred to as a  nonstatutory  stock  option.  However,  when an option  holder
exercises the option,  the  difference  between the exercise price of the option
and the fair  market  value of the  shares  subject to the option on the date of
exercise will be  compensation  income taxable to the option holder.  We will be
entitled to a deduction  equal to the amount of  compensation  income taxable to
the option holder if we comply with eligible reporting requirements.

       We  recommend  that you consult  your own tax advisor with respect to the
federal,  state,  local,  and foreign tax  consequences of participating in this
offer.

14.    Extension of Offer; Termination; Amendment

       We expressly  reserve the right, in our discretion,  at any time and from
time to time, and regardless of whether or not any event listed in Section 6 has
occurred  or is deemed by us to have  occurred,  to  extend  the  period of time
during which this offer is open and thereby delay the acceptance for exchange of
any options by giving  oral or written  notice of such  extension  to the option
holders or making a public announcement thereof.

       We also expressly reserve the right, in our reasonable judgment, prior to
the  expiration  date to  terminate  or amend  this  offer and to  postpone  our
acceptance  and  cancellation  of any options  tendered  for  exchange  upon the
occurrence  of any of the events  listed in Section 6 by giving  oral or written
notice  of  such  termination  or  postponement  to you or by  making  a  public
announcement  thereof.  Our reservation of the right to delay our acceptance and
cancellation  of options  tendered for  exchange is limited by Rule  13e-4(f)(5)
promulgated  under the Securities  Exchange Act, which requires that we must pay
the  consideration  offered  or  return  the  options  tendered  promptly  after
termination or withdrawal of a tender offer.

       Subject to compliance  with applicable law, we further reserve the right,
in our  discretion,  and regardless of whether any event listed in Section 6 has
occurred  or is  deemed  by us to have  occurred,  to  amend  this  offer in any
respect,  including,   without  limitation,  by  decreasing  or  increasing  the
consideration  offered  in this  offer to option  holders  or by  decreasing  or
increasing the number of options being sought in this offer.

       Amendments to this offer may be made at any time and from time to time by
public announcement of the amendment. In the case of an extension, the amendment
must be issued no later  than 6:00  a.m.,  Pacific  Daylight  Time,  on the next
business day after the last previously  scheduled or announced  expiration date.
Any public announcement made through this offer will be disseminated promptly to
option holders in a manner reasonably designated to inform option holders of the
change.  Without  limiting  the  manner in which we may  choose to make a public
announcement,  except as required by  applicable  law, we have no  obligation to
publish,  advertise, or otherwise communicate any such public announcement other
than by making a press release to the Dow Jones News Service.

       If we  materially  change  the  terms of this  offer  or the  information
concerning  this offer,  or if we waive a material  condition of this offer,  we
will  extend  this  offer  to the  extent  required  by  Rules  13e-4(d)(2)  and
13e-4(e)(3)  under the  Securities  Exchange  Act.  These rules require that the
minimum period during which an offer must remain open following material changes
in the terms of this offer or information  concerning  this offer,  other than a
change in price or a change in percentage of securities  sought,  will depend on
the facts and circumstances, including the relative materiality of such terms or
information.

       If we decide to take any of the following actions, we will publish notice
or otherwise inform you in writing of these actions:

       o      we increase or decrease  the amount of  consideration  offered for
              the options;

       o      we decrease the number of options  eligible to be tendered in this
              offer; or

       o      we increase the number of options  eligible to be tendered in this
              offer by an amount  that  exceeds 2% of the shares  issuable  upon
              exercise of the options that are subject to this offer immediately
              prior to the increase.

       If this offer is  scheduled  to expire at any time earlier than the tenth
business  day from,  and  including,  the date that  notice of such  increase or
decrease is first  published,  sent,  or given in the manner  specified  in this
Section  14, we will  extend  this offer so that this offer is open at least ten
business days following the publication, sending, or giving of notice.

       For purposes of this offer,  a "business  day" means any day other than a
Saturday,  Sunday, or federal holiday and consists of the time period from 12:01
a.m. through 12:00 midnight, Eastern Time.

15.    Fees and Expenses

       We will not pay any fees or commissions to any broker,  dealer,  or other
person for soliciting tenders of options pursuant to this Offer to Exchange.

16.    Additional Information

       This Offer to Exchange is part of a Tender Offer Statement on Schedule TO
that we have filed with the SEC.  This Offer to Exchange does not contain all of
the  information  contained  in the Schedule TO and the exhibits to the Schedule
TO. We recommend  that you review the Schedule TO,  including its exhibits,  and
the following materials that we have filed with the SEC before making a decision
on whether to tender your options:

       o      our Annual Report on Form 10-K for our fiscal year ended  December
              31, 2000, filed with the SEC on April 2, 2001;

       o      our  Quarterly  Report on Form 10-Q for the fiscal  quarter  ended
              March 31, 2001, filed with the SEC on May 11, 2001; and

       o      the description of our common stock set forth in our  Registration
              Statement on Form S-1, Registration Number 33-64704, filed on June
              21, 1993, as amended by Amendment Number 1 filed on July 12, 1993,
              Amendment  Number 2 filed on July 27, 1993, and Amendment Number 3
              filed  on  August  2,  1993  (which   Registration   Statement  is
              incorporated  by reference in our  Registration  Statement on Form
              8-A filed on June 18, 1993,  as amended by Amendment No. 1 to Form
              8-A filed on July 28, 1993,  and Amendment No. 2 to form 8-A filed
              on October 24,  1995,  pursuant to Section  12(b) of the  Exchange
              Act).

These  filings,  our other annual,  quarterly,  and current  reports,  our proxy
statements  and our  other  SEC  filings  may be  examined,  and  copies  may be
obtained, at the following SEC public reference rooms:

450 Fifth Street, N.W.       7 World Trade Center        500 West Madison Street
       Room 1024                  Suite 1300                   Suite 1400
Washington, D.C. 20549     New York, New York 10048      Chicago, Illinois 60661

You may obtain  information  on the operation of the public  reference  rooms by
calling the SEC at  1-800-SEC-0330.  Our SEC filings are also  available  to the
public on the SEC's Internet site at http://www.sec.gov.

       Our common stock is quoted on the Nasdaq National Market under the symbol
"ACTL" and our SEC filings can be read at the following Nasdaq address:

                                Nasdaq Operations
                               1735 K Street, N.W.
                             Washington, D.C. 20006

       Each  person to whom a copy of this Offer to Exchange  is  delivered  may
obtain a copy of any or all of the  documents  to which  we have  referred  you,
other than exhibits to such  documents  (unless such  exhibits are  specifically
incorporated by reference into such  documents),  at no cost by writing to us at
Actel Corporation,  Attn: Investor  Relations,  955 East Arques Avenue (Building
3), Sunnyvale, California 94086, or telephoning us at (408) 522-2341.

       The information contained in this Offer to Exchange about Actel should be
read together with the  information  contained in the documents to which we have
referred  you.  As  you  read  the  foregoing  documents,   you  may  find  some
inconsistencies  in  information  from  one  document  to  another.  If you find
inconsistencies  between the documents,  or between a document and this Offer to
Exchange, you should rely on the statements made in the most recent document.

17.    Miscellaneous

       This Offer to  Exchange  and our SEC reports  referred  to above  include
forward-looking  statements,   which  are  made  pursuant  to  the  safe  harbor
provisions of the Public Securities Litigation Reform Act of 1995. Words such as
"anticipates,"   "believes,"   "estimates,"   "expects,"   "intends,"   "plans,"
"projects,"  "seeks," and variations of such words and similar  expressions  are
intended  to  identify  the  forward-looking   statements.  The  forward-looking
statements include projections and trends relating to acquisitions; amortization
of goodwill and other  acquisition-related  expenses;  average  selling  prices;
competition and competitive  factors;  customer  service and technical  support;
distributors;  dividends and  retention of earnings;  embedded  logic  strategy;
employee  relations  and  hiring;   expansion  and  growth;   export  licensing;
facilities;  financial  condition  and  liquidity;  gross  margin;  hardware and
software availability and features; intellectual property protection and claims;
issuance and  repurchase of securities  and dilution;  litigation  and disputes;
markets,  including the e-appliance,  embedded logic, and space markets; process
development;   product  availability  and  delivery;  research  and  development
expenditures;  revenues,  including  international sales; selling,  general, and
administrative expenditures; useful life estimates; and wafer yields.

         Each forward-looking statement is based on expectations and projections
about the semiconductor industry and programmable logic market, and assumptions
made by us that reflect our best judgment based on other factors known by us, at
the time the forward-looking statement is made, but none of the forward-looking
statements are guarantees of future performance. Thus, actual events and results
may differ materially from those expressed or forecast in the forward-looking
statements due to the risk factors identified in our Annual Report on Form 10-K
filed on April 2, 2001, or for other reasons. These risks include, but are not
limited to:

       o      "blank check" preferred stock;

       o      change in control arrangements;

       o      competition;

       o      customer concentration;

       o      dependence on communications customers;

       o      dependence on customized manufacturing processes;

       o      dependence on design wins;

       o      dependence on independent assembly subcontractors;

       o      dependence on independent software and hardware developers;

       o      dependence on independent wafer manufacturers;

       o      dependence on international operations;

       o      dependence on key personnel;

       o      dependence on military and aerospace customers;

       o      dividend policy;

       o      fluctuations in operating results,  including booking and shipment
              uncertainties, supply problems, and price erosion;

       o      force majeure;

       o      future capital needs;

       o      gross margin;

       o      management of growth;

       o      manufacturing yields;

       o      one-time programmability and in-system reprogrammability;

       o      patent infringement;

       o      potential acquisitions;

       o      protection of intellectual property;

       o      reliance on distributors;

       o      reliance on international sales;

       o      semiconductor industry risks;

       o      technological  change and  dependence on new product  development;
              and

       o      volatility of stock

Actel undertakes no obligation to update any forward-looking statement contained
or incorporated by reference in any document we file with the SEC.

       We are not aware of any  jurisdiction  where the  making of this offer is
not in compliance with  applicable  law. If we become aware of any  jurisdiction
where the making of this offer is not in  compliance  with any valid  applicable
law, we will make a good faith  effort to comply with such law.  If,  after such
good faith  effort,  we cannot comply with such law, this offer will not be made
to, nor will  tenders  be  accepted  from or on behalf  of,  the option  holders
residing in such jurisdiction.

       We have not  authorized  any  person  to make any  recommendation  on our
behalf as to whether you should  tender or not tender your options  through this
offer.  You should rely only on the information in this document or documents to
which we have  referred  you.  We have  not  authorized  anyone  to give you any
information or to make any  representations  in connection with this offer other
than  the  information  and  representations  contained  in this  document,  the
Memorandum from Barbara  McArthur dated June 1, 2001, the Election Form, and the
Notice  to  Change  Election  from  Accept  to  Reject.   If  anyone  makes  any
recommendation or  representation to you or gives you any information,  you must
not rely upon that recommendation,  representation or information as having been
authorized by us.

                                                             Actel Corporation
                                                             June 1, 2001


<PAGE>

A-1

                                   SCHEDULE A

                      INFORMATION CONCERNING THE DIRECTORS
                   AND EXECUTIVE OFFICERS OF ACTEL CORPORATION

       The  directors  and  executive  officers of Actel  Corporation  and their
positions and offices as of May 31, 2001, are set forth in the following table:

                Name                                Position
------------------------------------  ------------------------------------------
John C. East........................  President and Chief Executive Officer and
                                      Director
Henry L. Perret.....................  Vice President of Finance & Administration
                                      and Chief Financial Officer
Esmat Z. Hamdy......................  Senior Vice President of Technology &
                                      Operations
Anthony Farinaro....................  Vice President & General Manager of Design
                                      Services
James R. Fiebiger...................  Director
Jos C. Henkens......................  Director
Paul V. Indaco......................  Vice President of Worldwide Sales
Jacob S. Jacobsson..................  Director
Dennis G. Kish......................  Vice President of Marketing
Fares N. Mubarak....................  Vice President of Engineering
Frederic N. Schwettmann.............  Director
Robert G. Spencer...................  Director
David L. Van De Hey.................  Vice President & General Counsel and
                                      Secretary

The address of each  director and executive  officer is: c/o Actel  Corporation,
955 East Arques Avenue, Sunnyvale, California 94086.



<PAGE>
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            Offer to Exchange all Outstanding Options for New Options
                            (the "Offer to Exchange")







                                  June 1, 2001




























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