<SUBMISSION>
<ACCESSION-NUMBER>0000907687-01-500042
<TYPE>SC TO-I/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20010705
<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>1675409
</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>
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<COMPANY-DATA>
<CONFORMED-NAME>ACTEL CORP
<CIK>0000907687
<ASSIGNED-SIC>3674
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<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>amendment3.txt
<DESCRIPTION>AMENDMENT NO. 3 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. 3)

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

                                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.

         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. 3 supplements the Tender Offer Statement on Schedule
TO filed with the  Securities  and  Exchange  Commission  (the "SEC") on June 1,
2001, as amended and  supplemented by Amendment No. 1 filed with the SEC on June
20, 2001, and as  supplemented by Amendment No. 2 filed with the SEC on June 26,
2001(the "Schedule TO"), 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,  as
amended and  supplemented by the Supplement to Offer to Exchange all Outstanding
Options for New Options dated June 20, 2001 (the "Offer to Exchange").

Item     4. Terms of the Transaction.

         Item 4 of the Schedule TO is hereby supplemented as follows:

         (a) The Offer expired at 9:00 p.m.,  Pacific Time, on Friday,  June 29,
2001.  Pursuant  to the Offer,  we  accepted  for  exchange  options to purchase
516,153  shares of our  common  stock,  which  represented  9.3% of the  options
eligible for exchange. We will grant options to purchase an aggregate of 516,153
shares of our common stock in exchange for such tendered options to an aggregate
of 75 option holders,  subject to their continued employment and the other terms
and conditions of the Offer,  as set forth in the Offer to Exchange.  On July 2,
2001,  we sent each option holder whose options had been accepted for exchange a
letter substantially in the form of Exhibit (a)(5) hereto.

         (b)  No  options  were  tendered  by any  Actel  executive  officer  or
affiliate.


                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the  information  set forth in this  Amendment  No. 3 to the Schedule TO is
true, complete, and correct.




                                             ACTEL CORPORATION




       Date: July 3, 2001                 /s/ David L. Van De Hey
                             ------------------------------------------------
                                            David L. Van De Hey
                              Vice President & General Counsel and Secretary
</TEXT>
</DOCUMENT>
</SUBMISSION>
