SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            _______________________

                                  SCHEDULE TO

           Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                               (Amendment No. 2)
                            _______________________

                             BEI TECHNOLOGIES, INC.
                       (Name of Subject Company (Issuer))

                             SCHNEIDER ELECTRIC SA
                          BEACON PURCHASER CORPORATION
                      (Name of Filing Persons (Offerors))

                    Common Stock, par value $.001 per Share
           (including the associated preferred stock purchase rights)
                         (Title of Class of Securities)

                                   05538P104
                     (CUSIP Number of Class of Securities)

                            Juan Pedro Salazar, Esq.
                   Senior Vice President and General Counsel
                             Schneider Electric SA
                  43-45, bd. Franklin Roosevelt B.P. 236 92504
                             Rueil Malmaison Cedex
                                     France
                              33 (0) 1 41 29 70 00
            (Name, address and telephone number of person authorized
     to receive notices and communications on behalf of the filing person)

                                   Copies to:
            Randall Doud, Esq.                        Howard Japlon, Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP         Beacon Purchaser Corporation
            Four Times Square                       1415 South Roselle Road
         New York, New York 10036                Palatine, Illinois 60067-7399
              (212) 735-3000                             (847) 397-2600

                           CALCULATION OF FILING FEE

       Transaction Valuation*                      Amount of Filing Fee**
       ----------------------                      ----------------------

            $532,199,402                                  $106,440


* Estimated for purposes of calculating the filing fee only. This calculation
assumes the purchase of 14,978,324 shares of common stock of BEI Technologies,
Inc. at the tender offer price of $35.00 per share of common stock. The
transaction value also includes the offer price of $35.00 less $11.87, which is
the average exercise price of outstanding options, multiplied by 344,058, the
estimated number of options outstanding.

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), equals 1/50
of 1% of the transaction value.

[X]  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:  $106,440      Filing Party: Schneider Electric SA and
                                       Beacon Purchaser Corporation
Form or Registration No. SC TO-T       Date Filed: August 3, 2005

[ ]  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:

     [X]          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: ?

         This Amendment No. 2 (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO, as amended through the date hereof (the
"Schedule TO"), filed initially with the Securities and Exchange Commission on
August 3, 2005 by Beacon Purchaser Corporation, a Delaware corporation
("Purchaser"), and Schneider Electric SA, a societe anonyme organized under the
laws of the Republic of France ("Parent"), relating to the third-party tender
offer by the Purchaser to purchase all the issued and outstanding shares of
common stock, par value $.001 per share, including the associated preferred
share purchase rights, of BEI Technologies, Inc., a Delaware corporation (the
"Company"), at a purchase price of $35.00 per share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated August 3, 2005 and filed as Exhibit
(a)(1)(A) to the Schedule TO (the "Offer to Purchase") and in the related
Letter of Transmittal (which, together with the Offer to Purchase and any
amendments or supplements thereto, collectively constitute the "Offer").
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to such terms in the Offer to Purchase or in the Schedule TO. This
Amendment is being filed on behalf of Purchaser and Parent.

ITEM 11.           ADDITIONAL INFORMATION.

Sections (a)(2) and (a)(3) of Item 11 are hereby amended and supplemented to
include the following:

         At 2:04 p.m., New York City time, on August 16, 2005, the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, relating to the proposed acquisition of the Company, was terminated.

Section (a)(5) of Item 11 is hereby amended and supplemented to include the
following:

         On August 5, 2005, counsel for plaintiff in the Local #231 Action, as
defined and described in the Offer to Purchase, requested that the Company
produce certain documents and that certain witnesses be produced for deposition
on an expedited basis. The Company has produced certain documents responsive to
plaintiff's counsel's requests and agreed to make certain witnesses available
for deposition prior to the expiration of the Offer.


                                   SIGNATURES

         After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                         SCHNEIDER ELECTRIC SA


                                         By: /s/ Juan Pedro Salazar
                                             ----------------------------------
                                         Name:  Juan Pedro Salazar
                                         Title: Senior Vice President and
                                                General Counsel


                                         BEACON PURCHASER CORPORATION


                                         By: /s/ Juan Pedro Salazar
                                             ----------------------------------
                                         Name:  Juan Pedro Salazar
                                         Title: Vice President


Date:  August 17, 2005