<SUBMISSION>
<ACCESSION-NUMBER>0000907687-01-500041
<TYPE>SC TO-I/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20010626
<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>1667646
</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
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<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>
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<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>amendment2.txt
<DESCRIPTION>AMENDMENT NO. 2 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. 2)

                     ______________________________________

                                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

                     ______________________________________


                                       1


<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: [ ]


                                       2


<PAGE>


         This Amendment No. 2 amends and  supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange  Commission (the "SEC") on
June 1, 2001, as amended by Amendment No. 1 filed with the SEC on June 20, 2001,
relating  to the offer by Actel  Corporation  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  upon the  terms and  subject  to the  conditions  in the Offer to
Exchange  dated June 1, 2000, as amended by the  Supplement to Offer to Exchange
all Outstanding Options for New Options dated June 20, 2001.

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.*

                  (7)      Email from Barbara McArthur to Actel U.S. Employees
                           dated June 25, 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


                                       3


<PAGE>


                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the  information  set forth in this  Amendment  No. 2 to the Schedule TO is
true, complete, and correct.




                                                 ACTEL CORPORATION




Date: June 26, 2001                         /s/ DAVID L. VAN DE HEY
                                  ----------------------------------------------
                                                David L. Van De Hey
                                  Vice President & General Counsel and Secretary


                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>email.txt
<DESCRIPTION>EXHIBIT 7 -- EMAIL TO ACTEL U.S. EMPLOYEES
<TEXT>

From:             McArthur, Barbara

To:               Actel U.S. Employees

Subject:          Stock Option Exchange Reminder

Sent:             Mon 6/25/01 6:51 PM



This Friday, June 29th is the deadline for the Stock Option Exchange Program.

As you consider whether or not to tender any options for exchange (or whether or
not to withdraw  options that you have already  tendered),  let me remind you of
the major risks:

o    NOBODY KNOWS AT WHAT EXERCISE PRICE THE REPLACEMENT OPTIONS WILL BE GRANTED

     o    If you participate in the option exchange program, you run the risk
          that you may be  granted a new  option  with an  exercise price higher
          than the option you tendered for cancellation.

     o    If you don't participate in the option exchange  program,  you run the
          risk that you might  have  been granted a new option with an  exercise
          price  lower than the option you decided to keep.

o    NOBODY KNOWS IF EVERGREEN OR OTHER OPTIONS  GRANTED DURING THE NEXT SIX
     MONTHS WILL HAVE A HIGHER OR LOWER EXERCISE PRICE THAN THE  REPLACEMENT
     OPTIONS

     o    If you participate in the option exchange program, you run the risk
          that you may be granted an evergreen,  promotion or other option  with
          an  exercise  price  higher  than the  option you otherwise would have
          received.

     o    If you don't participate in the option exchange  program,  you run the
          risk that you might have been  granted  an  evergreen, promotion  or
          other option with an exercise price lower than the option you
          received.

o    IF YOU DO NOT REMAIN AN EMPLOYEE ON THE DATE REPLACEMENT OPTIONS ARE
     GRANTED, YOU WILL NOT RECEIVE ANY NEW OPTIONS (OR ANYTHING ELSE) FOR YOUR
     OPTIONS THAT WERE CANCELLED

     o    If you participate in the option exchange program, you run the risk
          that  you may not be  employed  by Actel on the date the replacement
          options  are  granted.  If  you  leave  Actel  - voluntarily or
          involuntarily or for any other reason - before the new options are
          granted,  you will receive nothing for the options that were  tendered
          by you for exchange and  cancelled by us.

     o    NEITHER THE OPTION EXCHANGE PROGRAM NOR YOUR  PARTICIPATION IN THE
          PROGRAM IS A GUARANTEE OF EMPLOYMENT FOR ANY PERIOD.  YOUR EMPLOYMENT
          WITH ACTEL REMAINS "AT WILL"  EMPLOYMENT AND MAY BE TERMINATED AT ANY
          TIME BY EITHER YOU OR ACTEL, WITH OR WITHOUT CAUSE OR NOTICE.

     o    In general, options must be exercised within 30 days following termi-
          nation as an employee.  Longer periods are provided if termination
          occurs as a result of total and permanent disability (six months) or
          death (one year).  If you participate in



<PAGE>


          the option exchange program and your employment were to terminate
          before replacement options are granted as a result of total and
          permanent disability or death, you would lose the benefit of the
          longer exercise period with respect to options tendered by you for
          exchange and cancelled by us. In addition, Actel's option plans
          provide for accelerated vesting of all options  that are unvested at
          the time of death.  This acceleration would not apply to options that
          have been cancelled.

Remember -- to exchange options, Election forms must be faxed or handed to Vicky
Huang (Bldg. 3) by 9:00 PDT this Friday, June 29.

/BMc

Barbara McArthur
VP Human Resources
Actel Corporation
Direct 408.522.4565
Fax 408.522.4485
barbara.mcarthur@actel.com

</TEXT>
</DOCUMENT>
</SUBMISSION>
