10-K405/A

                                   Form 10-K/A
                                 AMENDMENT NO. 1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                   For the fiscal year ended December 31, 1997

                        Commission file number 0 - 13442


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

                Oregon                                      93-0786033
   (State or other jurisdiction of                        (IRS Employer
    incorporation or organization)                      Identification No.)

           8005 SW Boeckman Road                            97070-7777
            Wilsonville, Oregon                             (Zip Code)
 (Address of principal executive offices)

        Registrant's telephone number, including area code (503) 685-7000

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                        Common Stock, without par value

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant was approximately $675,067,106 on March 12, 1998, based upon the last
price of the Common Stock on that date reported in the Nasdaq National Market.
On March 12, 1998, there were 64,677,088 shares of the Registrant's Common Stock
outstanding.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or in any amendment to
this Form 10-K. [X]

                       DOCUMENTS INCORPORATED BY REFERENCE

           Document                                   Part of Form 10-K into
                                                        which incorporated
- ------------------------------------                  ----------------------

Portions of the 1998 Proxy Statement                        Part III

This Form 10-K/A is filed solely for the purpose of refiling Exhibit 27.1, the
Financial Data Schedule, which as originally filed on March 31, 1998 omitted one
line item.


                                    SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on April 2, 1998.

                                  MENTOR GRAPHICS CORPORATION

                                  By /s/ DEAN M. FREED
                                     -------------------------------------------
                                     Dean M. Freed
                                     Vice President, General Counsel
                                     and Secretary

EX-27

 

<ARTICLE>                     5

<MULTIPLIER>                  1,000
       
                                                                    
<PERIOD-TYPE>                              YEAR             YEAR             YEAR
<FISCAL-YEAR-END>                          DEC-31-1995      DEC-31-1996      DEC-31-1997
<PERIOD-END>                               DEC-31-1995      DEC-31-1996      DEC-31-1997
<CASH>                                         186,676         165,406            84,402
<SECURITIES>                                    25,320          31,673            52,658
<RECEIVABLES>                                   96,962         108,957           106,010
<ALLOWANCES>                                     3,291           3,163             2,426
<INVENTORY>                                          0               0                 0
<CURRENT-ASSETS>                               327,583         338,192           272,339
<PP&E>                                          99,605         102,253           103,452
<DEPRECIATION>                                  25,955          21,472            27,516
<TOTAL-ASSETS>                                 495,372         513,359           402,302
<CURRENT-LIABILITIES>                          114,092         137,344           124,148
<BONDS>                                              0               0                 0
<PREFERRED-MANDATORY>                                0               0                 0
<PREFERRED>                                          0               0                 0
<COMMON>                                       294,917         297,756           291,263
<OTHER-SE>                                      31,309          21,884          (13,726)
<TOTAL-LIABILITY-AND-EQUITY>                   495,372         513,359           402,302
<SALES>                                        432,517         447,886           454,727
<TOTAL-REVENUES>                               432,517         447,886           454,727
<CGS>                                          117,204         133,816           159,033
<TOTAL-COSTS>                                  117,204         133,816           159,033
<OTHER-EXPENSES>                               262,759         323,919           332,064
<LOSS-PROVISION>                                   308           1,168             1,220
<INTEREST-EXPENSE>                               2,585           2,423               555
<INCOME-PRETAX>                                 59,048         (1,438)          (33,051)
<INCOME-TAX>                                     8,542           3,540           (1,744)
<INCOME-CONTINUING>                             50,506         (4,978)          (31,307)
<DISCONTINUED>                                       0               0                 0
<EXTRAORDINARY>                                      0               0                 0
<CHANGES>                                            0               0                 0
<NET-INCOME>                                    50,506         (4,978)          (31,307)
<EPS-PRIMARY>                                      .79           (.08)             (.48)
<EPS-DILUTED>                                      .78           (.08)             (.48)