SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Actel Corporation

(Name of Issuer)

Common Stock, par value $.001 per share

(Title of Class of Securities)

004934105

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 10, 2008

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,871,162
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,871,162
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,871,162
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3%
14	TYPE OF REPORTING PERSON CO

2

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON PARCHE, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 176,677
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 176,677
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,677
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

3

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS ENTERPRISE MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 176,677
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 176,677
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,677
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON CO

4

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RCG PB, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -
14	TYPE OF REPORTING PERSON CO

5

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 176,677
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 176,677
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,677
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON CO

6

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RCG STARBOARD ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,047,839
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,047,839
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,047,839
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON OO

7

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON RAMIUS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,047,839
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,047,839
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,047,839
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON OO

8

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON C4S & CO., L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,047,839
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,047,839
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,047,839
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON OO

9

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON PETER A. COHEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,047,839
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,047,839
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,047,839
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON IN

10

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON MORGAN B. STARK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,047,839
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,047,839
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,047,839
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON IN

11

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON JEFFREY M. SOLOMON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,047,839
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,047,839
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,047,839
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON IN

12

CUSIP NO. 004934105

1	NAME OF REPORTING PERSON THOMAS W. STRAUSS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,047,839
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,047,839
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,047,839
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON IN

13

CUSIP NO. 004934105

The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned.  This Amendment No. 1 amends the Schedule 13D as specifically set forth.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by Value and Opportunity Master Fund and Parche were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.  The aggregate purchase cost of the 2,047,839 Shares beneficially owned in the aggregate by Value and Opportunity Master Fund and Parche is approximately $23,946,826, excluding brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On November 12, 2008, Ramius delivered a letter to the President and Chief Executive Officer and Board of Directors of the Issuer. The letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Ramius stated in the letter that the meeting at the Issuer’s headquarters on October 21, 2008 helped it gain a better understanding of the Issuer, the challenges it faces, and the future opportunities it hopes to capture. Ramius, the third largest holder of the Issuer, also stated in the letter that the Issuer’s stock trades significantly below its intrinsic value. The letter expressed Ramius’ view that the reason for the valuation gap is the substantial losses from the Issuer’s Flash segment and that to remedy this situation the Issuer needs to refocus its efforts on its core end markets and significantly curtail spending and management effort on Flash products outside of those core markets.

Specifically, the letter expressed that the Issuer should focus its efforts on its Antifuse products, which have high gross margins, long lead times of 3-10 years, relatively stable revenue, recurring customers, and approximately 85% market share, as opposed to its Flash product, which has low gross margins, short lead times, highly unpredictable orders and revenue, and which faces competition from large, well-known semiconductor companies like Xilinx and Altera. Ramius stated that based on the Issuer’s current stock price and valuation, it appears as though the market is ascribing negative value to the Flash business and that the Antifuse business alone could garner a significantly higher valuation from the marketplace.

In light of both the challenges and negative returns to date associated with the Flash business, Ramius urged management and the Board of the Issuer to examine the following alternatives for the business and determine which one will yield the best outcome for shareholders:

1. Significantly reduce expenses in the Flash business and focus only on core end markets where Flash as a standalone entity can produce profitable results;

2. Explore a joint venture opportunity with a large competitor who can offer R&D and marketing support, and who has the appropriate tools and IP to increase market share and profitability in more competitive end markets; and

3. Sell the Flash business.

14

CUSIP NO. 004934105

Ramius concluded the letter by stating it looks forward to the opportunity to work with the Issuer, its senior management, and the Board to maximize shareholder value.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 25,763,896 Shares outstanding, as of November 10, 2008, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 12, 2008.

A. Value and Opportunity Master Fund

(a) As of close of the close of business on November 12, 2008, Value and Opportunity Master Fund beneficially owned 1,871,162 Shares.

Percentage: Approximately 7.3%.

(b) 1. Sole power to vote or direct vote: 1,871,162

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,871,162

4. Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by Value and Opportunity Master Fund since the filing of the Schedule 13D are set forth in Schedule A and are incorporated by reference.

B. Parche

(a) As of the close of business on November 12, 2008, Parche beneficially owned 176,677 Shares.

Percentage: Less than 1%.

(b) 1. Sole power to vote or direct vote: 176,677

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 176,677

4. Shared power to dispose or direct the disposition: 0

(c) Parche has not has not entered into any transactions in the Shares since the filing of the Schedule 13D.

C. RCG PB

(a) As of the close of business on November 12, 2008, RCG PB did not beneficially own any Shares.

Percentage: 0.

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

15

CUSIP NO. 004934105

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by RCG PB since the filing of the Schedule 13D are set forth in Schedule A and are incorporated by reference.

D. Enterprise Master Fund

(a) Enterprise Master Fund, as the sole non-managing member of Parche and owner of all economic interest therein, may be deemed the beneficial owner of the 176,677 Shares owned by Parche.

Percentage: Less than 1%.

(b) 1. Sole power to vote or direct vote: 176,677

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 176,677

4. Shared power to dispose or direct the disposition: 0

(c) Enterprise Master Fund has not has not entered into any transactions in the Shares since the filing of the Schedule 13D.  

E. Ramius Advisors

(a) Ramius Advisors, as the investment advisor of Enterprise Master Fund, may be deemed the beneficial owner of the 176,677 Shares owned by Parche.

Percentage: Less than 1%.

(b) 1. Sole power to vote or direct vote: 176,677

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 176,677

4. Shared power to dispose or direct the disposition: 0

(c) Ramius Advisors has not has not entered into any transactions in the Shares since the filing of the Schedule 13D.

F. RCG Starboard Advisors

(a) RCG Starboard Advisors, as the investment manager of Value and Opportunity Master Fund and the managing member of Parche, is deemed the beneficial owner of the (i) 1,871,162 Shares owned by Value and Opportunity Master Fund and (ii) 176,677 Shares owned by Parche.

Percentage: Approximately 7.9%.

(b) 1. Sole power to vote or direct vote: 2,047,839

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,047,839

4. Shared power to dispose or direct the disposition: 0

16

CUSIP NO. 004934105

(c) RCG Starboard Advisors did not enter into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares since the filing of the Schedule 13D on behalf of Value and Opportunity Master Fund are set forth in Schedule A and are incorporated by reference.

G. Ramius

(a) Ramius, as the sole member of each of RCG Starboard Advisors and Ramius Advisors, is deemed the beneficial owner of the (i) 1,871,162 Shares owned by Value and Opportunity Master Fund and (ii) 176,677 Shares owned by Parche.

Percentage: Approximately 7.9%.

(b) 1. Sole power to vote or direct vote: 2,047,839

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,047,839

4. Shared power to dispose or direct the disposition: 0

(c) Ramius did not enter into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares since the filing of the Schedule 13D on behalf of Value and Opportunity Master Fund are set forth in Schedule A and are incorporated by reference.

H. C4S

(a) C4S, as the managing member of Ramius, is deemed the beneficial owner of the (i) 1,871,162 Shares owned by Value and Opportunity Master Fund and (ii) 176,677 Shares owned by Parche.

Percentage: Approximately 7.9%.

(b) 1. Sole power to vote or direct vote: 2,047,839

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,047,839

4. Shared power to dispose or direct the disposition: 0

(c) C4S did not enter into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares since the filing of the Schedule 13D on behalf of Value and Opportunity Master Fund are set forth in Schedule A and are incorporated by reference.

I. Messrs. Cohen, Stark, Strauss and Solomon

(a) Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S,  is deemed the beneficial owner of the (i) 1,871,162 Shares owned by Value and Opportunity Master Fund and (ii) 176,677 Shares owned by Parche.

Percentage: Approximately 7.9%.

17

CUSIP NO. 004934105

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 2,047,839

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 2,047,839

(c) None of Messrs. Cohen, Stark, Strauss or Solomon has entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares since the filing of the Schedule 13D on behalf of Value and Opportunity Master Fund are set forth in Schedule A and are incorporated by reference.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Common Stock.

(e) Not applicable.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1 Letter to the Issuer, dated November 12, 2008.

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CUSIP NO. 004934105

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  November 12, 2008

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD By: RCG Starboard Advisors, LLC, its investment manager   PARCHE, LLC By: RCG Starboard Advisors, LLC, its managing member   RAMIUS ENTERPRISE MASTER FUND LTD By: Ramius Advisors, LLC, its investment advisor   RCG PB, LTD By: Ramius Advisors, LLC, its investment advisor RCG STARBOARD ADVISORS, LLC By: Ramius LLC, its sole member   RAMIUS ADVISORS, LLC By: Ramius LLC, its sole member   RAMIUS LLC By: C4S & Co., L.L.C., as managing member   C4S & CO., L.L.C.  

By:	/s/ Jeffrey M. Solomon
	Name:	Jeffrey M. Solomon
	Title:	Authorized Signatory

/s/ Jeffrey M. Solomon

JEFFREY M. SOLOMON

Individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss

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CUSIP NO. 004934105

SCHEDULE A

Transactions in the Shares Since the Filing of the Schedule 13D

Shares of Common Stock Purchased / (Sold) Price Per Share($) Date of Purchase / Sale

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

12,369	10.6656	10/15/2008
106,530*	10.9400	10/16/2008
6,600	10.5618	10/16/2008
8,500	10.9417	10/17/2008
2,000	10.9921	10/20/2008
10,800	10.8834	10/22/2008
5,420	9.9530	10/24/2008
60,272	9.8155	10/27/2008
62,908	9.9445	10/28/2008
49,000	11.1223	10/29/2008
18,000	11.5201	10/30/2008
7,400	10.4505	11/06/2008
11,600	10.3625	11/07/2008
69,000	9.7284	11/10/2008
20,400	9.3127	11/11/2008
13,600	8.8266	11/12/2008

RCG PB, LTD.

931	10.6656	10/15/2008
(106,530)**	10.9400	10/16/2008

____________

* Shares were acquired in a private transaction with RCG, PB Ltd., an affiliate of Ramius Value and Opportunity Master Fund Ltd, for which Ramius LLC serves as the sole member of its investment advisor.

**  Shares were sold in a private transaction with Ramius Value and Opportunity Master Fund Ltd, an affiliate of RCG, PB Ltd., for which Ramius LLC serves as the sole member of its investment manager.

19

EX-99.1

Exhibit 99.1

November 12, 2008

John East

Actel Corporation

President and CEO

2061 Stierlin Court

Mountain View, CA 94043

CC:           Board of Directors

Dear John,

We enjoyed meeting with Jon and you at your headquarters on October 21st.  The meeting was extremely helpful to us in gaining a better understanding of Actel Corporation (“Actel” or “the Company”), the challenges it faces, and the future opportunities it hopes to capture. We look forward to continuing our dialogue with you and your senior management team.

Ramius, together with its affiliates, currently owns 7.9% of Actel’s outstanding common stock, making us the third largest holder of the Company.  We believe there is a tremendous opportunity at Actel and the stock trades significantly below its intrinsic value.  In our view, the reason for the valuation gap is the substantial losses from the Company’s Flash segment. To remedy this situation, we believe Actel needs to refocus its efforts on its core end markets and significantly curtail spending and management effort on products outside of those core markets.  Currently, Actel is comprised of two, somewhat distinct segments within the Field Programmable Gate Array (FPGA) space, Antifuse and Flash.

Actel’s Antifuse products are one-time programmable radiation tolerant semiconductor chips. The products have high gross margins, long lead times of 3-10 years, relatively stable revenue, recurring customers, and approximately 85% market share. These products are entrenched into specific niches of the industrial, medical, military / aerospace, and satellite markets and often represent the only option for an application. Based on our analysis, we believe Actel’s Antifuse product earned approximately $42.6 million in LTM operating income.

On the other hand, Actel’s Flash product is a reprogrammable, low power, semiconductor chip used primarily in the consumer market.  Unlike the Antifuse product for which Actel is well known, the Company faces significant challenges with its Flash product.  Actel’s Flash product has low gross margins, short lead times and highly unpredictable orders and revenue.  Additionally, it competes directly with large, well-known reprogrammable semiconductor companies like Xilinx and Altera. These companies offer superior value-added services such as IP, tools, and customer support in order to attract and retain customers.  Additionally, given their significant size advantage, these competitors can easily outspend Actel in research and development and sales and marketing. Compared to Xilinx and Altera, which control approximately 96% of the reprogrammable semiconductor market, Actel controls less than 2%.  We believe these challenges have resulted in the Flash business losing approximately $47.1 million in LTM operating income.

Based on Actel’s current stock price and valuation, it appears as though the market is ascribing negative value to the Company’s Flash business. The analysis below illustrates that if Actel was only comprised of its Antifuse business, the market would currently be valuing the Company at 1.5x EBITDA and 2.8x EPS. Based on Antifuse’s order visibility, stable markets, increasing gross margins, and potential growth from the Company’s satellite business, we believe that Actel’s Antifuse business alone could garner a significantly higher valuation from the marketplace.

We believe that an appropriate valuation for the Company’s Antifuse business alone could be between 5.0x and 6.0x EBITDA, which equates to a 9.2x and 11.0x P/E multiple respectively. These multiples represent an 11% to 41% discount to Xilinx and Altera given the smaller size and lower growth prospects of Actel. This valuation would generate a stock price between $15.46 and $17.42, or 79% to 101% above the current stock price, before assuming any value for the Flash business.

Given the valuation discrepancy between the current stock price and what we believe to be the value of the Antifuse business, investors have clearly given up on the prospects for the Flash business.  This is not surprising given that we estimate Actel has spent approximately $250 million in Research and Development expenses in addition to the $45 million the Company has spent on acquisitions related to the Flash business.  In fact, we estimate that Actel’s total investment and losses combined in the Flash business have approached $300 million, excluding tax benefits, or over three times the Company’s current enterprise value.  While we recognize the FPGA business requires long lead times to generate returns, the seven year investment in Flash thus far has failed to produce any return on investment or positive profit contribution.  We therefore seriously question Actel’s relentless R&D and SG&A spending on its Flash business to date.

While we believe that the Flash business is valuable, we also believe it is most synergistic to Actel when servicing pre-existing Antifuse customers and end markets where Actel is well known and has entrenched market share.  However, Actel continues to focus outside of its core markets and has increased spending on areas where returns on investment are questionable.  This includes spending a significant amount of money developing products for the consumer end market and attempting to compete with large semiconductor companies like Freescale and Cypress with its Fusion product.

Given both the challenges and negative returns to date associated with the Flash business, we believe both management and the Board need to examine the following alternatives for the business and determine which one will yield the best outcome for shareholders:

1) Significantly reduce expenses in the Flash business and focus only on core end markets where Flash as a standalone entity can produce profitable results

2) Explore a joint venture opportunity with a large competitor who can offer R&D and marketing support, and who has the appropriate tools and IP to increase market share and profitability in more competitive end markets

3) Sell the Flash business

We believe that there is a significant opportunity to unlock value at Actel. Shareholders have waited patiently for seven years for the investment in Flash to produce meaningful results.  Both management and the Board need to urgently focus on the prospects for the Flash business and determine which alternatives will maximize shareholder value. We look forward to the opportunity to work with you, senior management, and the Board to meet that objective.

Best Regards,

/s/ Jeffrey C. Smith 

Jeffrey C. Smith

Partner

Ramius LLC