8-K

                                  UNITED STATES
                       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):         January 11, 2005
                                                     --------------------------

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


            OREGON                    0-13442                93-0786033
- --------------------------------------------------------------------------------
  (State or other jurisdiction      (Commission            (IRS Employer
       of incorporation)            File Number)         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.)


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 2.02  Results of Operations and Financial Condition.
- --------------------------------------------------------

     Attached as Exhibit 99.1 is a copy of a press release of Mentor Graphics
Corporation dated January 11, 2005, announcing the Company's preliminary
financial results for the fourth quarter of 2004, which is being furnished to
the Securities and Exchange Commission.










                                   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: January 11, 2005                   By: /s/ Dean M. Freed
                                             -----------------
                                             Dean M. Freed
                                             Vice President and General Counsel

EX-99.1

                                                                    EXHIBIT 99.1

          Mentor Graphics Reports Preliminary 2004 Results;
 Fourth Quarter Revenue and Bookings Hit Records on 40% Bookings Growth

    WILSONVILLE, Ore.--(BUSINESS WIRE)--Jan. 11, 2005--In anticipation
of a presentation today at the Seventh Annual Needham & Co. Growth
Conference, Mentor Graphics Corporation announced that its fourth
quarter 2004 bookings and revenues had achieved record levels, with
revenues expected to exceed Thomson First Call consensus estimates of
$204 million. Bookings for the fourth quarter were up about 40%, year
over year. The company also grew backlog significantly, up
approximately 35% from the fourth quarter of 2003. Fourth quarter
special charges are expected to result in GAAP basis earnings below
guidance. Earnings per share on a pro forma basis are expected to
modestly exceed consensus estimates.
    Fourth quarter bookings performance was broad-based across all
regions and product lines, and not driven by any particular large
transactions. All regions performed well with bookings in North
America up 15%, Europe up 50%, and Japan and the Pacific Rim both up
over 100% over the fourth quarter of 2003.
    The company emphasized that the foregoing results are preliminary
and are subject to adjustments upon final closing of financial results
and completion of the annual audit by independent accountants. Mentor
Graphics will release fourth quarter and full year 2004 results after
the close of the market on Thursday, January 27, 2005.

    About Mentor Graphics

    Mentor Graphics Corporation (Nasdaq:MENT) is a world leader in
electronic hardware and software design solutions, providing products,
consulting services and award-winning support for the world's most
successful electronics and semiconductor companies. Established in
1981, the company reported revenues over the last 12 months of about
$700 million and employs approximately 3,800 people worldwide.
Corporate headquarters are located at 8005 S.W. Boeckman Road,
Wilsonville, Oregon 97070-7777; Silicon Valley headquarters are
located at 1001 Ridder Park Drive, San Jose, California 95131-2314.
World Wide Web site: http://www.mentor.com/.

    In the calculation of pro forma earnings, gross margin and
operating expenses, Mentor Graphics excludes amortization of acquired
intangibles and write-offs of in-process R&D from acquisitions. Also
excluded are non-operating and non-recurring items classified as
special charges such as restructure expenses and asset impairments, as
well as income tax expense in excess of a normalized 17% effective tax
rate. These excluded items are generally infrequent, less predictable
and are often non-cash in nature. Mentor Graphics believes that
excluding these items provides investors with a representation of its
core performance, and a pro forma base line for assessing the future
earnings potential of Mentor Graphics.
    These pro forma measures should be assessed in conjunction with
GAAP earnings measures for a more complete understanding of the
Company's results. Since pro forma measures exclude certain items,
differences in earnings from GAAP can be significant; Mentor Graphics
management evaluates its performance under both measures for a
complete understanding of its results. Investors are encouraged to
review both measures for their evaluations and consider the GAAP
earnings measures as the most complete measure of Mentor Graphics'
overall performance.

    Statements in this press release regarding the Company's outlook
for future periods constitute "forward-looking" statements based on
current expectations within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause the actual results, performance or achievements
of the Company or industry results to be materially different from any
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
following: (i) the Company's ability to successfully offer products
and services that compete in the highly competitive EDA industry
including the risk that the Company's technology, products or
inventory become obsolete; (ii) the Company's ability to successfully
integrate and manage its acquisitions, (iii) effects of the increasing
volatility of foreign currency fluctuations on the Company's business
and operating results; (iv) changes in tax laws, regulations or
enforcement practices where the Company does business; (v) changes in
accounting or reporting rules or interpretations, limitations on
repatriation of earnings, licensing and intellectual property rights
protection; (vi) economic uncertainty and (vii) effects of
unanticipated shifts in product mix on gross margin and unanticipated
shifts in geographic mix on the overall tax rate, all as may be
discussed in more detail under the heading "Factors That May Affect
Future Results and Financial Condition" in the Company's most recent
Form 10-K or Form 10-Q. Given these uncertainties, prospective
investors are cautioned not to place undue reliance on such
forward-looking statements. In addition, statements regarding outlook
do not reflect potential impacts of mergers or acquisitions that have
not been announced or closed as of the time the statements are made.
Mentor Graphics disclaims any obligation to update any such factors or
to publicly announce the results of any revisions to any of the
forward-looking statements to reflect future events or developments.

    CONTACT: Mentor Graphics Corporation
             Ryerson Schwark, 503-685-1462
             ry_schwark@mentor.com
              or
             Dennis Weldon, 503-685-1462
             dennis_weldon@mentor.com