8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8‑K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
March 1, 2006

MENTOR CORPORATION
(Exact name of registrant as specified in its charter)

Minnesota	0-7955	41-0950791
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

201 Mentor Drive
Santa Barbara, California  93111
(Address of principal executive offices, including zip code)

(805) 879-6000
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02    Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.

On March 6, 2006, Mentor Corporation (the "Company") announced that Eugene G. Glover and Richard W. Young resigned from the board of directors (the "Board") of the Company, effective immediately following the Board meeting held on Wednesday, March 1, 2006.  Mr. Glover was not a member of any committee of the Board at the time of his resignation.  Dr. Young was a member of the Compensation Committee and the Nominating and Governance Committee of the Board at the time of his resignation.  There are no disagreements between the Company and either of Messrs. Glover or Young that caused or contributed to such director's resignation.  Messrs. Glover's and Young's terms of office on the Board were scheduled to expire at the close of the 2006 annual meeting of shareholders. A copy of the press release issued by the Company announcing the resignations is attached hereto as Exhibit 99.1.

Item 8.01    Other Events

In addition, on March 1, 2006, the Board authorized the addition of 5.0 million shares to the Company's common stock repurchase program.  All shares repurchased under the program have been retired and are no longer deemed to be outstanding.  There is no guarantee that the remaining shares authorized for repurchase will ultimately be repurchased.

As part of the Company's share repurchase program, on March 2, 2006, Mr. Glover and Dr. Young agreed to sell to Mentor a combined total of approximately 950,000 shares of Mentor common stock at $43 per share, a 3% discount from the closing market price quoted on the New York Stock Exchange of $44.37 on March 2, 2006.  Taking this into account, the Company has approximately 5.3 million shares remaining under its repurchase program.  The repurchase of these shares was pre-approved by the Audit Committee.

The additional 5 million shares available for repurchase are subject to limitations set forth in the Company's credit agreement previously entered into on May 26, 2005, which provides that the aggregate consideration for repurchase of such shares during any four consecutive quarters cannot exceed the Company's consolidated net income, less dividends paid, for the four most recent trailing quarters.

A copy of the press release issued by the Company announcing the repurchase program is attached hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

  (c)       Exhibits

Exhibit No.	Exhibit Title or Description
99.1	Press Release dated March 6, 2006 of Mentor Corporation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act or 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Mentor Corporation
Date:  March 6, 2006	By:	/s/LOREN L. MCFARLAND
		Loren L. McFarland Vice President, Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated March 6, 2006 of Mentor Corporation

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EX-99

MENTOR AUTHORIZES ADDITIONAL 5 MILLION SHARES FOR
REPURCHASE AND DECLARES $0.18 PER SHARE DIVIDEND

•         Announces Retirement of Two Members of Board of Directors

SANTA BARBARA, California, March 6, 2006 - Mentor Corporation (NYSE:MNT), a leading supplier of medical products in the United States and internationally, today announced that its Board of Directors has authorized an additional 5 million shares for its repurchase program of Mentor common stock, and has also declared a dividend of $0.18 per share of Mentor common stock for the fourth quarter of fiscal year 2006, payable April 21, 2006 to shareholders of record as of March 31, 2006.

Mentor announced that its Board of Directors had authorized an additional 5 million shares available for repurchase under its repurchase program of Mentor common stock.  As of December 31, 2005, the Company reported that it had 51.8 million shares of fully-diluted common stock outstanding, including 5.1 million shares that would result from the conversion of the Company's convertible notes. 

"We are focused on executing our strategy for long-term growth while at the same time providing appropriate returns for our shareholders," commented Joshua H. Levine, President and Chief Executive Officer of Mentor Corporation.  "I am pleased that we have the financial flexibility to have one of the highest dividends in our sector and increase our share repurchases while still having the ability to pursue opportunities to enhance our long-term success."

In addition, the Company announced that Eugene G. Glover, 62 years old, and Dr. Richard M. Young, 78 years old, have retired from Mentor's Board of Directors.

"Gene Glover's contributions as a founder of Mentor and a Board member helped provide Mentor a 36-year track record of success.  Dick Young's longstanding service to Mentor as a Board member helped shape our achievements as a leader in the markets we serve," commented Joseph E. Whitters, Chairman of the Board of Directors of Mentor Corporation.  "We are grateful for Gene's and Dick's service to Mentor and wish them the best in their well-earned retirement."

Mr. Glover was one of Mentor's three founders in 1969 and has served continuously as a Board member since the Company's founding.  He held the position of Vice President, Engineering from 1969 to 1986.  In October 2000, he was appointed Senior Vice President, Advanced Development.  He retired as an employee of the Company as of August 31, 2004.

Dr. Young has served as a member of Mentor's Board of Directors since 1990.  He was Chairman and Chief Executive Officer of Mentor O & O, Inc. from April 1985 until its purchase by the Company in 1990.  Following its purchase by the Company, Dr. Young served as a consultant to the Company until 1992. 

With the retirement of Mr. Glover and Dr. Young, Mentor's Board of Director's has seven members, with six members serving as independent directors.  As of March 6, 2006, Mentor's Corporate Governance Quotient (CGQ®) was rated to have outperformed 100% of Standard & Poor 600 companies and 99.5% of companies in the Health Care Equipment & Services group.   Corporate Governance Quotient (CGQ®), a corporate governance rating system provided by Institutional Shareholder Services on over 7,500 companies worldwide, evaluates the strengths, deficiencies and risks of a company's corporate governance practices and board of directors.

As part of the Company's share repurchase program, on March 2, 2006, Mr. Glover and Dr. Young agreed to sell to Mentor a combined total of approximately 950,000 shares of Mentor common stock at $43 per share, a 3% discount from the closing market price quoted on the New York Stock Exchange of $44.37 on March 2, 2006.  Taking this into account, the Company has approximately 5.3 million shares remaining under its repurchase program.  The additional 5 million shares available for repurchase are subject to limitations set forth in the Company's credit agreement previously entered into on May 26, 2005, which provides that the aggregate consideration for repurchase of such shares during any four consecutive quarters cannot exceed the Company's consolidated net income, less dividends paid, for the four most recent trailing quarters.

About Mentor Corporation

Founded in 1969, Mentor Corporation is a leading supplier of medical products for the global healthcare market.  The Company develops, manufactures and markets innovative, science-based products for the aesthetics, urologic specialties and clinical and consumer healthcare markets around the world.  The Company's website is www.mentorcorp.com.

Safe Harbor Statement

All statements included or incorporated by reference in this release, other than statements or characterizations of historical fact, are forward-looking statements.  These forward-looking statements are based on our current expectations, estimates and projections about our industry, management's beliefs and certain assumptions made by us.  Forward-looking statements in this press release include those statements related to the Company's announcement that it may repurchase its shares in the future, the "strategy for long-term growth", "providing appropriate returns for our shareholders", and "pursue opportunities to enhance Mentor's long-term success."  These forward-looking statements speak only as of the date hereof and are based upon the information available to us at this time.  Such information is subject to change, and we will not necessarily inform you of such changes.  These statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that are difficult to predict.  Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statement as a result of various factors.

The Securities and Exchange Commission filings of Mentor, including, without limitation, its Annual Reports on Form 10-K, subsequent quarterly reports on Form 10-Q, and recent Current Reports on Form 8-K, discuss important risk factors that could contribute to such differences or otherwise affect its business, results of operations and financial condition.  Mentor undertakes no obligation to revise or update publicly any forward-looking statement for any reason.

Contact:

Mentor Corporation
Peter R. Nicholson
Vice President, Corporate Development
(805) 879-6082

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