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, 2006
                                                 -------------------------------


                           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, 2006, announcing the Company's preliminary
financial results for the fourth quarter and full year 2005, 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, 2006                    By: /s/ Dean M. Freed
                                              -----------------
                                              Dean M. Freed
                                              Vice President and General Counsel

EX-99.1

                                                                    Exhibit 99.1

               Mentor Graphics Reports Preliminary 2005 Results;
                Fourth Quarter Revenue and Bookings Hit Records

     WILSONVILLE, Ore.--(BUSINESS WIRE)--Jan. 11, 2006--In anticipation of a
presentation tomorrow at the Eighth Annual Needham & Co. Growth Conference,
Mentor Graphics Corporation (Nasdaq:MENT) announced that fourth quarter 2005
bookings and revenues achieved record levels. Revenues are expected to be in
excess of $220 million, exceeding the Thomson First Call consensus estimate of
$218 million. The company expects to be profitable for the quarter.
     Three product categories set new quarterly and yearly bookings and revenue
records: IC Design to Silicon, Integrated System Design, and New and Emerging
Products. Compared to the fourth quarter of 2004, bookings grew 50% in
Integrated System Design, 15% in IC Design to Silicon and 20% in New and
Emerging. Bookings were up 20% each in North America and Europe, while other
regions declined.
     The fourth quarter saw good contract renewals with aggregate dollar value
of renewals up over previous contract levels.
     The company reaffirmed 2006 revenue guidance of $755 million, and stated
that the impact on 2006 earnings guidance of implementing FASB123(R), expensing
of stock options, is currently being evaluated.
     Cash increased more than $10 million during the quarter.
     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 2005 results after the close of the market on Thursday,
January 26, 2006.

     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 3,950 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/.

     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 maintain or increase its pricing to customers amid competitive pressures
on pricing and related deal terms, (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) 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