SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   SCHEDULE TO
                                  (RULE 13E-4)

          TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
                      THE SECURITIES EXCHANGE ACT OF 1934.

                                  ADAPTEC, INC.
     (Name of Subject Company (Issuer) and Name of Filing Person (Offeror))

    OPTIONS UNDER CERTAIN ADAPTEC, INC. OPTION PLANS TO PURCHASE COMMON STOCK,
                            PAR VALUE $0.001 PER SHARE
                         (Title of Class of Securities)

                                   ----------
                      (CUSIP Number of Class of Securities)

                                 DAVID A. YOUNG
              VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER
                                  ADAPTEC, INC.
                              691 S. MILPITAS BLVD.
                           MILPITAS, CALIFORNIA 95035
                                 (408) 945-8600
                 (Name, address, and telephone numbers of person
               authorized to receive notices and communications on
                            behalf of filing persons)

                                    COPY TO:
                            DENNIS R. DEBROECK, ESQ.
                              DANIEL WINNIKE, ESQ.
                            SCOTT J. LEICHTNER, ESQ.
                               FENWICK & WEST, LLP
                              TWO PALO ALTO SQUARE
                           PALO ALTO, CALIFORNIA 94306

                            CALCULATION OF FILING FEE



        ----------------------------------------------- -------------------------------------------------------------
                         Transaction
                          Valuation                                         Amount of Filing Fee
        ----------------------------------------------- -------------------------------------------------------------
                                                     
                       Not applicable*                                        Not applicable*
        ----------------------------------------------- -------------------------------------------------------------


*    A filing fee is not required in connection with this filing as it relates
     solely to preliminary communications made before the commencement of a
     tender offer.

| |  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.
           -------------------------------

|X|  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 fee is a final amendment reporting the
results of the tender offer: | |






Explanatory Note: The following is a transcript of a voice mail announcement
from Robert N. Stephens, Adaptec's Chief Executive Officer, sent to all Adaptec
employees at the close of business on May 17, 2001 regarding the authorization
by Adaptec's board of directors of a stock option exchange program. All shares
of common stock subject to options cancelled pursuant to this program will not
be returned to the pool of shares available for the grant of new options under
Adaptec's stock option plans.





++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
ADAPTEC, INC. HAS NOT COMMENCED THE OFFER TO EXCHANGE THAT IS REFERRED TO IN
THIS COMMUNICATION. UPON COMMENCEMENT OF SUCH OFFER, ADAPTEC WILL FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION A SCHEDULE TO AND RELATED EXHIBITS, INCLUDING
THE OFFER TO EXCHANGE, LETTER OF TRANSMITTAL AND OTHER RELATED DOCUMENTS.
EMPLOYEES OF ADAPTEC WHO ARE OPTION HOLDERS ARE STRONGLY ENCOURAGED TO READ THE
SCHEDULE TO AND RELATED EXHIBITS, INCLUDING THE OFFER TO EXCHANGE, LETTER OF
TRANSMITTAL AND OTHER RELATED DOCUMENTS, WHEN THESE BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER. THE SCHEDULE TO AND
RELATED EXHIBITS WILL BE AVAILABLE WITHOUT CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION WEBSITE AT WWW.SEC.GOV AND WILL BE DELIVERED WITHOUT CHARGE TO ALL
EMPLOYEES OF ADAPTEC WHO ARE OPTION HOLDERS. ADDITIONAL COPIES OF THESE
DOCUMENTS MAY BE OBTAINED WITHOUT CHARGE BY EMPLOYEES OF ADAPTEC WHO ARE OPTION
HOLDERS BY CONTACTING THE PERSON SPECIFIED IN THESE DOCUMENTS.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++


        [TRANSCRIPT OF ANNOUNCEMENT TO ADAPTEC EMPLOYEES ON MAY 17, 2001]

         Hi, this is Bob Stephens. Today I am announcing an exciting opportunity
for all Adaptec employees with stock options. Stock options play an important
role in connecting the results of what we deliver to the market place with
increases in shareholder value. However, with the recent economic slowdown and
resulting decline in stock values, many of you hold Adaptec stock options with
an exercise price that is significantly higher than the current trading price of
Adaptec's common stock.

         In light of this situation, our board of directors has authorized a
stock option exchange program. This is a voluntary program that allows you to
cancel some or all of your current stock options with an exercise price higher
than $15, in exchange for new options to be granted by Adaptec's board of
directors no earlier than six months and one day after the cancellation date of
the existing options.

         At this time, we anticipate that cancellation of any options you wish
to turn in will become effective in mid to late June, following completion of
certain formalities with the SEC and other requirements. The new options granted
after the six month period has elapsed will have the following terms: the new
grant will cover the same number of shares as the cancelled options, the shares
that are fully vested on the date of cancellation will be fully vested in the
new grant. The unvested portion of the cancelled options will vest quarterly
over two years beginning on the date of the new grant. The exercise price will
be the fair market value of Adaptec's stock on the date of the new grant.

         You will be receiving detailed information about this program next
week, including a set of frequently asked questions and answers which will be
posted on our intranet website. In addition, we will be conducting employee
meetings to review the program and address any other issues.

         We are looking forward to implementing this program and hope that it
will more appropriately align the value of stock options to market realities and
at the same time give you a real stake in Adaptec's future success. Thanks and
keep up the great work.