8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 22, 2001

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

OREGON	0-13442	93-0786033
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8005 S.W. BOECKMAN ROAD, WILSONVILLE, OR	97070-7777
(Address of principal executive offices)	(Zip Code)

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

NO CHANGE
(Former name or former address, if changed since last report.)

Item 4. Changes in Registrant's Certifying Accountant.

    On June 22, 2001, Mentor Graphics Corporation (the "Company") dismissed KPMG LLP as its principal accountants, and on June 22, 2001, the Company engaged Arthur Andersen LLP as its new principal accountants. The decision to change accounting firms was approved by the Audit Committee of the Company's Board of Directors. The audit reports of KPMG LLP on the Company's consolidated financial statements as of and for the years ended December 31, 2000 and 1999 did not contain any adverse opinion, disclaimer of opinion or qualification as to uncertainty, audit scope or accounting principles. In connection with the audits of the two fiscal years ended December 31, 2000, and the subsequent interim period through June 22, 2001, there were no disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of such accountants, would have caused them to make reference to the subject matter of the disagreements in connection with their reports. Before engaging Arthur Andersen LLP as its new independent accountants, the Company did not consult with them regarding the application of accounting principles to any specified transaction or the type of audit opinion that might be rendered on the Company's financial statements.

Item 7. Financial Statements and Exhibits.

(c)

Exhibits.



16.1

Letter from KPMG LLP re change in certifying accountant.

SIGNATURES

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

	MENTOR GRAPHICS CORPORATION (Registrant)
Date: June 27, 2001	By:	/s/ DEAN M. FREED Dean M. Freed Vice President and General Counsel

2

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SIGNATURES

EX-16.1

KPMG
Suite 2000
1211 South West Fifth Avenue	Telephone 503 221 6500
Portland, OR 97204	Fax 503 796 7650

June 27, 2001

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously accountants for Mentor Graphics Corporation (the Company) and, under the date of January 31, 2001, we reported on the consolidated financial statements of Mentor Graphics Corporation and subsidiaries as of and for the years ended December 31, 2000 and 1999. On June 22, 2001, our appointment as principal accountants was terminated. We have read the Company's statements included under Item 4 of its Form 8-K dated June 22, 2001, and we agree with such statements, except that we are not in a position to agree or disagree with the Company's statements that the Company engaged Arthur Andersen LLP as its new principal accountants, that the decision to change principal accountants was approved by the Audit Committee of the Company's Board of Directors, and that the newly engaged principal accountants were not consulted regarding the application of accounting principles applied to a specified transaction or the type of audit opinion that might be rendered on the Company's consolidated financial statements.

Very truly yours,

/s/ KPMG LLP