<SUBMISSION>
<ACCESSION-NUMBER>0000907687-01-500040
<TYPE>SC TO-I/A
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20010620
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>ACTEL CORP
<CIK>0000907687
<ASSIGNED-SIC>3674
<IRS-NUMBER>770097724
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>0102
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-I/A
<ACT>34
<FILE-NUMBER>005-44993
<FILM-NUMBER>1664372
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>955 EAST ARQUES AVE
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94086
<PHONE>4087391010
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>955 EAST ARQUES AVE
<STREET2>955 EAST ARQUES AVE
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94086
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>ACTEL CORP
<CIK>0000907687
<ASSIGNED-SIC>3674
<IRS-NUMBER>770097724
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>0102
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-I/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>955 EAST ARQUES AVE
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94086
<PHONE>4087391010
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>955 EAST ARQUES AVE
<STREET2>955 EAST ARQUES AVE
<CITY>SUNNYVALE
<STATE>CA
<ZIP>94086
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-I/A
<SEQUENCE>1
<FILENAME>to-i620.txt
<DESCRIPTION>AMENDMENT NO. 1 TO SCHEDULE TO-I
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  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)

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


             Calculation of Filing Fee

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

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

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

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


     **   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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>election620.txt
<DESCRIPTION>EXHIBIT (A)(2) ELECTION FORM
<TEXT>


                                ACTEL CORPORATION

                            OFFER TO EXCHANGE OPTIONS
                                  ELECTION FORM

     I have  received  the  Offer  to  Exchange,  the  Memorandum  from  Barbara
McArthur,  each dated  June 1, 2001,  the  Election  Form,  the Notice to Change
Election  From Accept to Reject,  and the Offer  Supplement  dated June 20, 2001
(together,  as they may be amended from time to time, constituting the "Offer"),
offering to eligible  employees the  opportunity to exchange  outstanding  stock
options ("Old Options") for options  exercisable at the fair market value on the
date of grant  (expected  to be December  31,  2001)  issued  under either Actel
Corporation's  1986 Incentive  Stock Option Plan or 1995 Employee and Consultant
Stock Plan.  This Offer expires at 9:00 P.M.  Pacific  Daylight Time on June 29,
2001.

     I  understand  that if I elect to cancel my Old Options in exchange for the
promise  to issue a new option  (the "New  Option"),  the number of shares  will
remain the same and the  original  vesting  schedule for the Old Options will be
applied to the New Option. I understand that for each option I cancel, I lose my
right to all outstanding  unexercised shares under that option. I understand the
possible loss of my cancelled  stock  options if  employment  is terminated  for
whatever reason before the New Options are granted  (expected to be December 31,
2001). I UNDERSTAND  THAT THERE IS A POSSIBILITY  THAT THE EXERCISE PRICE OF THE
NEW OPTIONS COULD BE HIGHER THAN THE EXERCISE PRICE OF THE OLD OPTIONS RESULTING
IN A LOSS OF SOME STOCK OPTION  BENEFIT.  I ALSO  UNDERSTAND  THAT IF I ELECT TO
CANCEL ANY OPTIONS,  ALL OPTIONS GRANTED IN THE SIX MONTHS PRIOR TO CANCELLATION
(i.e.,  AFTER  DECEMBER 29, 2000) WILL ALSO BE CANCELLED  AND REPLACED  WITH NEW
OPTIONS. I AGREE TO ALL TERMS OF THE OFFER.

     SUBJECT TO THE ABOVE  UNDERSTANDINGS,  I WOULD LIKE TO  PARTICIPATE  IN THE
OFFER AS INDICATED BELOW.

     Please check the box and note the grant date and grant number of each stock
option  grant  with  respect to which you agree to have such grant and all stock
option grants after  December 29, 2000,  cancelled and replaced  pursuant to the
terms of this Election Form.

     You may change the terms of your election to tender options for exchange by
submitting a new  Election  Form or a Notice to Change  Election  From Accept to
Reject prior to the cutoff of 9:00 P.M. Pacific Daylight Time, June 29, 2001.

     ________ Yes, I wish to tender for exchange  each of the options  specified
below, as well as all options granted after December 29, 2000:




<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                                                                Total Number of
                                                                                          Unexercised Shares Subject
                                                                                           to The Option (Shares to
         Grant Number                   Grant Date                 Exercise Price                Be Cancelled)
<S>                             <C>                          <C>                          <C>
------------------------------- ---------------------------- ---------------------------- ----------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

I understand that all of these options will be irrevocably cancelled on June 30,
2001 (the "Cancellation Date").



----------------------------------------       ---------------------------------
    Employee Name (Please Print)                       Employee Signature


----------------------------------------       ---------------------------------
  Employee ID (Social Security) Number                    Date and Time


----------------------------------------       ---------------------------------
         E-mail Address                               Telephone Number



                RETURN TO VICKY HUANG NO LATER THAN 9:00 P.M. PDT
      ON JUNE 29, 2001, VIA FACSIMILE AT (408) 739-0706 OR BY HAND DELIVERY

                  VICKY HUANG OR JEAN INMAN WILL SEND AN E-MAIL
                CONFIRMATION WITHIN TWO BUSINESS DAYS OF RECEIPT

<PAGE>


                                  INSTRUCTIONS

              FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

     1.   Delivery of Election Form.
     ------------------------------

     A properly  completed  and executed  original of this  Election  Form (or a
facsimile of it) and any other documents  required by this Election Form must be
received by Vicky Huang  either by hand  delivery or by  facsimile at the number
listed on the front cover of this  Election  Form (fax # (408)  739-0706)  on or
before 9:00 P.M. Pacific Daylight Time on June 29, 2001 (the "Expiration Date").

     The method by which you deliver any  required  documents  is at your option
and risk,  and the delivery will be deemed made only when  actually  received by
Actel. You may hand deliver your Election Form to Vicky Huang at Actel (Building
3) or you may fax it to her at the  number  listed  on the  front  cover of this
Election Form (fax # (408) 739-0706).  In all cases, you should allow sufficient
time to ensure timely delivery.

     Tenders of options  made  through  the Offer may be  withdrawn  at any time
before the Expiration  Date. If the Offer is extended by Actel beyond that time,
you may withdraw your tendered options at any time until the extended expiration
of the Offer.  In  addition,  although  Actel  currently  intends to accept your
validly  tendered  options  promptly after the  expiration of the Offer,  unless
Actel accepts your tendered options before 9:00 p.m.,  Pacific Daylight Time, on
July 20, 2001, you may withdraw your tendered options at any time after July 20,
2001. To withdraw tendered  options,  you must deliver a signed and dated Notice
to Change Election From Accept to Reject, or a facsimile of the Notice to Change
Election From Accept to Reject, with the required information to Actel while you
still have the right to withdraw the tendered  options.  Withdrawals  may not be
rescinded  and any Eligible  Options  withdrawn  will  thereafter  be deemed not
properly  tendered for purposes of the Offer  unless the  withdrawn  options are
properly  re-tendered  before the Expiration  Date by delivery of a new Election
Form following the procedures described in these Instructions.

     Tenders of options made through the offer may be changed at any time before
the Expiration Date. If the Offer is extended by Actel beyond that time, you may
change your election regarding particular tendered options at any time until the
extended  expiration of the Offer. To change your election regarding  particular
tendered options while continuing to elect to participate in the Offer, you must
deliver a signed and dated new Election  Form,  with the  required  information,
following the procedures  described in these  Instructions.  Upon the receipt of
such a new,  properly  signed and dated Election Form, any previously  submitted
Election Form will be disregarded and will be considered replaced in full by the
new Election Form.

     Actel will not accept any alternative,  conditional, or contingent tenders.
All tendering  option holders,  by signing this Election Form (or a facsimile of
it),  waive any right to receive any notice of the  acceptance  of their tender,
except as provided for in the Offer to Exchange.

     2.   Inadequate Space.
     ---------------------

     If the space provided in this Election Form is inadequate,  the information
requested  by the  table on this  Election  Form  regarding  the  options  to be
tendered  should be provided on a separate  schedule  attached to this  Election
Form.  Print  your name on this  schedule  and sign it. The  schedule  should be
delivered with the Election  Form,  and will thereby be considered  part of this
Election Form.

     3.   Tenders.
     ------------

     If you intend to tender  options  through the Offer,  you must complete the
table on this  Election Form by providing  the  following  information  for each
option that you intend to tender:

     o    grant number,

     o    grant date,

     o    exercise price, and

     o    the total number of unexercised option shares subject to the option.

     Actel will not accept  partial  tenders of  options.  Accordingly,  you may
tender all or none of the  unexercised  shares subject to the options you decide
to tender. Also, if you intend to tender any of the options that were granted to
you, then you must tender all of your Eligible  Options that were granted to you
during the six-month period prior to the Cancellation Date.

     4.   Signatures on This Election Form.
     -------------------------------------

     If this Election Form is signed by the holder of the Eligible Options,  the
signature  must  correspond  with the name as  written on the face of the option
agreement or  agreements  to which the options are subject  without  alteration,
enlargement. or any change whatsoever.

     If this  Election  Form is signed by a  trustee,  executor,  administrator,
guardian, attorney-in-fact,  officer of a corporation, or other person acting in
a fiduciary or  representative  capacity,  that person  should so indicate  when
signing  and proper  evidence  satisfactory  to Actel of the  authority  of that
person so to act must be submitted with this Election Form.

     5.   Other Information on This Election Form.
     --------------------------------------------

     In addition to signing  this  Election  Form,  you must print your name and
indicate the date and time at which you signed.  You must also include a current
e-mail  address and telephone  number and your employee  identification  number,
which is usually your social security number.

     6.   Requests for Assistance or Additional Copies.
     -------------------------------------------------

     Any  questions  or  requests  for  assistance,  as  well  as  requests  for
additional  copies  of the  Offer to  Exchange  or this  Election  Form,  may be
directed to the Actel Stock Option Administrator at Actel Corporation,  955 East
Arques Avenue,  Sunnyvale,  California 94086. Jean Inman will be the Actel Stock
Option  Administrator  until June 15,  2001,  and Vicky  Huang will be the Actel
Stock Option Administrator after June 15, 2001. Jean Inman's telephone number is
(408) 522-4213.  Vicky Huang's  telephone  number is (408)  522-4424.  Their fax
number is (408) 739-0706. Copies will be furnished promptly at Actel's expense.

     7.   Irregularities.
     -------------------

     All  questions as to the number of option  shares  subject to options to be
accepted for exchange,  and the validity,  form,  eligibility (including time of
receipt),  and  acceptance  for  exchange  of any  tender  of  options  will  be
determined by Actel in its discretion. Actel's determinations shall be final and
binding on all parties. Actel reserves the right to reject any or all tenders of
options  Actel  determines  not to be in proper form or the  acceptance of which
may, in the opinion of Actel's  counsel,  be unlawful.  Actel also  reserves the
right to waive any of the conditions of the Offer and any defect or irregularity
in the tender of any particular options, and Actel's interpretation of the terms
of the Offer  (including  these  instructions)  will be final and binding on all
parties.  No tender of  options  will be deemed to be  properly  made  until all
defects and irregularities have been cured or waived. Unless waived, any defects
or  irregularities  in connection with tenders must be cured within such time as
Actel  shall  determine.  Neither  Actel  nor  any  other  person  is or will be
obligated  to give notice of any defects or  irregularities  in tenders,  and no
person will incur any liability for failure to give any such notice.

     Important:  The Election Form (or a facsimile copy of it) together with all
other  required  documents must be received by Actel on or before the Expiration
Date.

     8.   Additional Documents to Read.
     ---------------------------------

     You should be sure to read the Offer to Exchange,  all documents referenced
therein,  and the  Memorandum  from Barbara  McArthur  dated June 1, 2001 before
deciding to participate in the Offer.

     9.   Important Tax Information.
     ------------------------------

     You should  refer to Section 13 of the Offer to  Exchange,  which  contains
important U.S. federal income tax information.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>supplement620.txt
<DESCRIPTION>EXHIBIT (A)(6) OFFER SUPPLEMENT
<TEXT>


                                ACTEL CORPORATION

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

     The offer and withdrawal rights expire at 9:00 p.m., Pacific Daylight Time,
on June 29, 2001, unless the offer is extended.

     The Offer to Exchange all Outstanding Options for New Options dated June 1,
2001 (the "Offer to Exchange") is amended and  supplemented  as set forth below.
The item numbers  listed below refer to the item numbers  contained in the Offer
to Exchange.

     o    The sentence under Item 5 amends and restates the last sentence of the
          first paragraph of the Offer to Exchange.

     o    The two  paragraphs  under  Item 17 amend  and  restate  the first two
          paragraphs of the Offer to Exchange.

     o    The information  under the other item numbers listed below  supplement
          the Offer to Exchange.

Except as amended or  supplemented  below,  the original terms and conditions of
the Offer to Exchange remain in effect.

     This Offer  Supplement is being  transmitted to you via electronic mail and
is posed on the Actel  intranet.  Hard  copies of this Offer  Supplement  may be
obtained  at no cost by  contacting  us at  Actel  Corporation,  Attn:  Investor
Relations, 955 East Arques Avenue (Building 3), Sunnyvale,  California 94086, or
telephoning us at (408) 522-2341.

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

     Promptly 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.

     9.   Information Concerning Actel
     ---------------------------------

     Set forth below is a selected  summary of our  financial  information.  The
selected  historical  statement of operations  data for the years ended December
31, 1999 and 2000, and the selected historical balance sheet data as of December
31, 2000, have been derived from the consolidated  financial statements included
in our Annual  Report on Form 10-K for the year ended  December 31, 2000,  which
have been  audited by Ernst & Young LLP,  independent  public  accountants.  The
selected  historical  statement  of  operations  data for the three months ended
March 31, 2000 and 2001,  and the selected  historical  balance sheet data as of
March 31, 2001,  which are included in our Quarterly Report on Form 10-Q for the
quarter  ended March 31, 2001,  are  unaudited  but  include,  in the opinion of
management,  all adjustments,  consisting only of normal recurring  adjustments,
necessary for a fair presentation of such data. The information  presented below
should be read together with our consolidated  financial  statements and related
notes.


<PAGE>


                                ACTEL CORPORATION

                          Summary Financial Information
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                 March 31    ----------------------------------------
                                                                   2001          2000          1999          1998
                                                               ------------  ------------  ------------  ------------
<S>                                                            <C>           <C>           <C>           <C>
(1) Summarized financial information:
     Current assets.......................................     $    220,129  $    229,285  $    177,884  $    138,512
     Noncurrent assets....................................           84,718        83,149        75,227        41,196
     Current liabilities..................................           66,779        82,333        69,066        52,654
     Noncurrent liabilities...............................            1,839            --         5,415            --
</TABLE>

<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                         March 31,                   Years Ended December 31,
                                                 --------------------------  ----------------------------------------
                                                     2001          2000          2000          1999          1998
                                                 ------------  ------------  ------------  ------------  ------------
<S>                                              <C>           <C>           <C>           <C>           <C>
     Net revenues..............................  $     45,034  $     50,666  $    226,419  $    171,661  $    154,427
     Gross margin..............................        28,160        31,458       141,739       105,274        92,785
     Income from operations....................         3,463        10,555        38,478        22,244        19,822
     Net income................................         2,795         8,099        41,445        17,638        14,987

(2)  Earnings per share from continuing
     operations:
     Basic.....................................          0.12          0.36          1.77          0.81          0.71
     Diluted...................................          0.11          0.32          1.58          0.76          0.68

(3)  Earnings per share from continuing
     operations:
     Basic.....................................          0.12          0.36          1.77          0.81          0.71
     Diluted...................................          0.11          0.32          1.58          0.76          0.68

(4)  Ratio of earnings to fixed charges (a).            15.30         35.62         51.71         19.35         21.18

(5)  Book value per share (b)...............            10.02          8.65          9.86          7.94          6.00

(6)  Not applicable
</TABLE>
------------------------------------------------------------

     (a)  Ratio of  earnings to fixed  charges is  computed  by  dividing  fixed
          charges into earnings  before income taxes plus fixed  charges.  Fixed
          charges consist of interest expense (including  capitalized  interest,
          amortization of original issue  discount,  and debt issuance costs, as
          applicable)  and the  estimated  portion  of  operating  lease  rental
          expense that represents the interest factor (deemed to be one-third of
          lease payments).

     (b)  Book  value  per  share  is   computed  by   dividing   total   common
          shareholders' equity by the actual common shares outstanding as of the
          date indicated.


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


     The  following  table sets forth the number of options  held by each of our
executive offers and directors:

<TABLE>
<CAPTION>
                                                    1986 Plan                1995 Plan               All Plans
                                               --------------------   --------------------    ----------------------
                    Name                        Options        %        Options       %         Options         %
-------------------------------------------    ----------   -------   ----------   -------    ------------    ------
<S>                                               <C>          <C>        <C>         <C>          <C>          <C>
John C. East                                      406,397      9.0%       86,697      5.8%         493,094      7.7%
Anthony Farinaro                                  131,444      2.9         2,556      0.2          134,000      2.1
James R. Fiebiger                                       0      0.0             0      0.0           15,000      0.2
Esmat Z. Hamdy                                    140,572      3.1        31,342      2.1          171,914      2.7
Jos C. Henkens                                          0      0.0             0      0.0           27,500      0.4
Paul Indaco                                       192,687      4.3         4,313      0.3          197,000      3.1
Jacob S. Jacobson                                       0      0.0             0      0.0           25,000      0.4
Dennis G. Kish                                    103,424      2.3        46,576      3.1          150,000      2.3
Fares N. Mubarak                                  143,420      3.2        34,641      2.3          178,061      2.8
Henry L. Perret                                   121,455      2.7        24,296      1.6          145,751      2.3
Frederic N. Schwettmann                                 0      0.0             0      0.0           47,500      0.7
Robert G. Spencer                                       0      0.0             0      0.0           42,500      0.7
David L. Van De Hey                               107,524      2.4        15,102      1.0          122,626      1.9

</TABLE>

     o    On May 7, 2001,  Mr.  Farinaro sold 1,245 shares of Actel common stock
          at a weighted average sale price of $22.50 per share.

     17.  Miscellaneous
     ------------------

     Our SEC reports referred to above include forward-looking statements, which
are made  pursuant  to the safe  harbor  provisions  of the  Private  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.  The  safe  harbor
provisions of the Private Securities Litigation Reform Act of 1995 do not extend
to forward-looking  statements contained in this Offer Supplement,  the Offer to
Exchange,  the Memorandum from Barbara McArthur dated June 1, 2001, the Election
Form, or the Notice to Change Election from Accept to Reject.

     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 Corporation
                                                             June 20, 2001



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</SUBMISSION>
