Mail Stop 4561
									August 26, 2005


Mr. Dean M. Freed
Vice President and General Counsel
Mentor Graphics Corporation
8005 SW Boeckman Road
Wilsonville, Oregon 97070

Re:	Mentor Graphics Corporation
	Form 	8-K Dated July 29, 2005
      Filed    July 29, 2005
	File No. 0-13442

Dear Mr. Freed:
      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
only your financial statements and related disclosures and do not
intend to expand our review to other portions of your document. We
may ask you to provide us with supplemental information so we may
better understand your disclosure.  Please be as detailed as
necessary in your explanation.  After reviewing this information,
we
may raise additional comments.
	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 8-K dated July 29, 2005

1. Revise your disclosures in the press release to eliminate all
references to "pro forma" net income, "pro forma" results, "pro
forma" earnings and "pro forma" earnings per share. The
information
you have presented throughout the press release should be referred
to
as "non-GAAP" and not "pro forma."  Pro forma has a different
meaning
as defined by generally accepted accounting principles and SEC
rules
that is significantly different than your presentation. Refer to
Regulation S-K, Item 10(e) (ii) (E).

2. We note that you have presented several pro forma statements of
operations in the press release for the three and six month
periods
of fiscal 2004 and 2005. Revise to identify these statements of
operations as being non-GAAP as opposed to being labeled as "pro
forma."  Further, we note that the non-GAAP statement of
operations
excludes recurring items: amortization of purchased technology,
amortization of intangible assets, special charges, merger and
acquisition charges and income tax benefits/expense. Your
disclosures
should demonstrate the usefulness of providing these types of non-
GAAP measures in assessing your performance. We note that these
recurring items are a result of your operations and have
contributed
to your performance.  Refer to Question 8, Frequently Asked
Questions
Regarding the Use of Non-GAAP Financial Measures.
   As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.
	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Sherri Bowen at (202) 551-3223 or Marc Thomas
at
(202) 551-3452 if you have questions regarding comments on the
financial statements and related matters.  You may also contact me
at
(202) 551-3730 with any other questions as I supervised the review
of
your filing.


Sincerely,



      Brad Skinner
      Branch Chief- Accounting