SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

Mentor Graphics Corporation

(Name of Issuer)

Common Stock, without par value

(Title of Class of Securities)

587200106

(CUSIP Number)

Keith Schaitkin

Icahn Capital LP

767 Fifth Avenue, 47th Floor

New York, New York 10153

(212) 702-4300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 17, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1. Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission on May 27, 2010 (the "Initial 13D"), by the Reporting Persons with respect to the shares of Common Stock, without par value (the "Shares"), issued by Mentor Graphics Corporation (the “Issuer”), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.

Item 4. Purpose of Transaction.

     Item 4 of the Initial 13D is hereby amended to add the following:

On May 17, 2012, Carl C. Icahn issued a press release relating to the Issuer, a copy of which is filed herewith as an exhibit and incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

The information set forth above in Item 4 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

      1. Press release dated May 17, 2012.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 17, 2012

ICAHN PARTNERS MASTER FUND LP

ICAHN PARTNERS MASTER FUND II LP

ICAHN PARTNERS MASTER FUND III LP

ICAHN OFFSHORE LP

ICAHN PARTNERS LP

ICAHN ONSHORE LP

BECKTON CORP.

HOPPER INVESTMENTS LLC

BARBERRY CORP.

HIGH RIVER LIMITED PARTNERSHIP

By: Hopper Investments LLC, general partner

By:           /s/ Edward E. Mattner

Name: Edward E. Mattner

Title: Authorized Signatory

ICAHN CAPITAL LP

By: IPH GP LLC, its general partner

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

IPH GP LLC

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES HOLDINGS L.P.

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES G.P. INC.

By:           /s/ SungHwan Cho

Name: SungHwan Cho

Title: Chief Financial Officer

/s/ Carl C. Icahn_____________

CARL C. ICAHN

[Signature Page of Schedule 13D – Mentor Graphics Corporation]

EX-1

FOR IMMEDIATE RELEASE

ICAHN ISSUES STATEMENT REGARDING UPCOMING ANNUAL MEETING OF SHAREHOLDERS OF

MENTOR GRAPHICS CORPORATION

Contact: Susan Gordon, (212) 702-4309

New York, New York, May 17, 2012 – Carl C. Icahn today issued the following statement regarding the upcoming annual meeting of shareholders of Mentor Graphics Corporation, which is scheduled for May 30, 2012:

“All tyranny needs to gain a foothold is for people of good conscience to remain silent.”

-   Thomas Jefferson, 1821

As the company's largest shareholder, we were disappointed by the Board's decision not to re-nominate Gary Meyers and Jose Maria Alapont, two of the three directors elected by shareholders as a result of our proxy contest last year. We view this action as an affront to shareholders and shareholder democracy – especially given that ISS, the leading independent proxy advisory firm, recommended last year that shareholders vote FOR both Messrs. Alapont and Meyers.

This action, in combination with the board's recent decision to extend the company’s odious poison pill without shareholder approval, clearly indicates that the company's long track record of poor corporate governance has still not changed. Indeed, on May 15th, ISS issued a report recommending that shareholders WITHHOLD votes for all of the incumbent director nominees because of the board’s unilateral extension of the pill.

Today we were provided with a copy of the attached letter from Mentor Graphics to ISS, which indicates that David Schechter, our nominee and the last remaining shareholder representative on the board, voted AGAINST extending the poison pill.

We agree with ISS’ view that WITHHOLD votes are warranted for incumbent director nominees Walden Rhines, Gregory Hinckley, Peter Bonfield, Kevin McDonough and Patrick McManus. However, we believe that shareholders would benefit greatly by having Mr. Schechter remain as a director to serve as a last line of defense against the despotic impulses of the still-entrenched majority. We hope that ISS will consider changing its voting recommendation as to Mr. Schechter due to his demonstrated unwillingness to “remain silent in the face of tyranny.” Hopefully, his presence in the boardroom will be a constant reminder to the other directors that contemptuous behavior aimed at disenfranchising the owners of the company will not go unnoticed by the shareholders.

******

Mentor

Graphics

Mentor Graphics Corporation 8005 SW Boeckman Road

Wilsonville, Oregon 97070-7777

May 16, 2012

Allen Smith

ISS Proxy Advisory Services

An MSCI Brand

Re: Mentor Graphics Corporation proxy statement report dated May 15, 2012

Dear Mr. Smith:

I note that in its May 15, 2012, report on the Mentor Graphics Corporation proxy statement, ISS recommended a "withhold" for certain directors of Mentor Graphics:

WITHHOLD votes are warranted for incumbent director nominees Walden Rhines, Gregory Hinckley, Peter Bonfield, Kevin McDonough, Patrick McManus, and David Schechter for extending the term of the company's poison pill without shareholder approval.

Director David Schechter voted against extending the term of the rights plan. Please take appropriate action if this information changes your recommendation.

Sincerely,

MENTOR GRAPHICS CORPORATION

/s/ Dean Freed

Dean Freed

Vice President and General Counsel

cc:  Chris Cernich

       Martha Carter