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): April 4, 2005
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                           MENTOR GRAPHICS CORPORATION
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               (Exact name of registrant as specified in charter)


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


             8005 S.W. BOECKMAN ROAD
                 WILSONVILLE, OR                       97070-7777
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    (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.
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         Attached as Exhibit 99.1 is a copy of a press release of Mentor
Graphics Corporation dated April 4, 2005, announcing the Company's preliminary
financial results for the first quarter of 2005, which is being furnished to the
Securities and Exchange Commission.



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                                   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: April 4, 2005                 By: /s/ Dean M. Freed
                                        -----------------
                                         Dean M. Freed
                                         Vice President and General Counsel

                                       3

EX-99.1

                                                                    Exhibit 99.1

                   Mentor Graphics Expects Weak First Quarter

    WILSONVILLE, Ore.--(BUSINESS WIRE)--April 4, 2005--Mentor Graphics
Corporation (Nasdaq:MENT) today announced it expects first quarter
revenue to be approximately $165 million and earnings per share before
severance costs and amortization of intangibles to be approximately
break-even. Loss per share on a GAAP basis is expected to be
approximately $.05.
    Company guidance issued on January 27, 2005 was for revenue of
$177 million, earnings per share before severance and amortization of
intangibles of $.05 to $.10, and GAAP earnings per share of $.01 to
$.06.
    "This quarter saw significant year-over-year weakness in all
notable product lines and in all regions," said Walden C. Rhines,
chairman and CEO of Mentor Graphics. "Book-to-bill was extremely weak
and the company consumed substantial backlog."
    The company will announce earnings after market on April 26, 2005
and will review 2005 annual guidance at that time.
    Certain statements in this press release 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 to be materially
different from any results, performance or achievements expressed or
implied by such forward-looking statements.

    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 over
$700 million and employs approximately 3,850 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/.

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