

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                  SCHEDULE TO/A

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

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

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

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

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

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

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<PAGE>


             Calculation of Filing Fee

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

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

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

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


     **   Amount previous paid.


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


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

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

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

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

           X   issuer tender offer subject to Rule 13e-4.

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

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

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



<PAGE>


     This Amendment No. 1 amends and  supplements  the Tender Offer Statement on
Schedule  TO  (the  "Schedule  TO")  filed  with  the  Securities  and  Exchange
Commission on June 1, 2001, relating to the offer by Actel Corporation ("Actel")
to exchange  options to purchase shares of its common stock, par value $.001 per
share,  held by certain  employees  for new  options to  purchase  shares of its
common stock at a per share exercise price equal to the fair market value of one
share of its common stock on the date of grant (the  "Offer") upon the terms and
subject  to the  conditions  in the Offer to  Exchange  dated June 1, 2001 ( the
"Offer to Exchange").

Item 1.   Summary Term Sheet.

     Item 1 is hereby supplemented as follows:

     The  information set forth in the Offer  Supplement  dated June 20, 2001, a
copy of which is attached hereto as Exhibit (a)(6) (the "Offer Supplement"),  is
incorporated herein by reference.

Item 4.   Terms of the Transaction.

     Item 4 is hereby supplemented as follows:

     (a)  The  information  set forth in the Offer  Supplement  is  incorporated
          herein by reference.

     (b)  All of Actel's executive  officers (other than John C. East) listed on
          Schedule A of the Offer to Exchange are eligible to participate in the
          Offer.  To date,  no  executive  offer has  indicated  an intention to
          tender  options in the Offer.  Any officer who chooses to  participate
          must do so on the same terms and  conditions as any other  participant
          in the Offer.

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

     Item 6(c) is hereby amended and restated as follows:

     (c)  None, except as follows:  (i) the Offer will result in the exchange of
          stock  options  on a  one-for-one  basis by the  Actel  employees  who
          participate in the program; (ii) no individual will acquire additional
          shares  of Actel  stock  in the  exchange;  and  (iii)  employees  who
          participate  in the  exchange  and are not  employed  by  Actel on the
          replacement date will lose the ability to exercise their stock options
          that have been exchanged.

Item 8.   Interest in Securities of the Subject Company.

     Item 8 is hereby amended and restated as follows:

     (a)  The  information set forth in the first paragraph of Section 10 of the
          Offer to Exchange all  Outstanding  Options for New Options dated June
          1,  2001  ("Offer  to  Exchange"),  and in  Section  10 of  the  Offer
          Supplement are incorporated herein by reference.

     (b)  The information set forth in the second paragraph of Section 10 of the
          Offer to  Exchange  and in the second  paragraph  in Section 10 of the
          Offer Supplement are incorporated herein by reference.

Item 10.  Financial Statements.

     Item 10 is hereby supplemented as follows:

     (c)  The information set forth in the Section 9 of the Offer  Supplement is
          incorporated herein by reference.

Item 12.   Exhibits.

     Item 12 is hereby amended and restated as follows:

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

               (2)  Election Form.

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

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

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

               (6)  Supplement to Offer to Exchange all Outstanding  Options for
                    New Options dated June 20, 2001

          (b)  Not applicable.

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

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

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

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

               (5)  Form of Actel Corporation Stock Option Agreement.*

          (g)  Not applicable.

          (h)  Not applicable.

*    Previously filed


                                    SIGNATURE

     After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the  information  set forth in this  Amendment  No. 1 to the Schedule TO is
true, complete, and correct.




                                               ACTEL CORPORATION




      Date: June 20, 2001                   /s/ David L. Van De Hey
                              -------------------------------------------------
                                              David L. Van De Hey
                                Vice President & General Counsel and Secretary

