8-K

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):  July 31, 2003

MENTOR GRAPHICS CORPORATION

(Exact name of registrant as specified in its charter)

Oregon	0-13442	93-0786033
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777

(Address of principal executive offices) (Zip Code)

(503) 685-7000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Item 5.    Other Events and Required FD Disclosure

On July 31, 2003, Mentor Graphics announced its intention to commence an offering of $100,000,000 in aggregate principal amount of convertible subordinated debentures to be issued pursuant to Rule 144A. For additional information concerning this offering, refer to the exhibit contained in this Current Report on Form 8-K.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

The following exhibit is filed as part of this Report:

No.	Exhibit
99.1	Press Release dated July 31, 2003 regarding the offering of Convertible Subordinated Debentures.

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.

Dated: July 31, 2003

MENTOR GRAPHICS CORPORATION (Registrant)
By:	/s/    GREGORY K. HINCKLEY
	Gregory K. Hinckley President and Chief Operating Officer

EX-99.1

Exhibit 99.1

[MENTOR GRAPHICS LOGO]

FOR IMMEDIATE RELEASE News Release

For more information, please contact:

Dennis Weldon

Mentor Graphics

503.685.1462

dennis_weldon@mentor.com

Mentor Graphics Corporation Announces Intention to Offer

Convertible Subordinated Debentures

WILSONVILLE, Ore., July 31, 2003—Mentor Graphics Corporation (Nasdaq: MENT) today announced its intention to commence an offering, subject to market conditions, of $100,000,000 in principal amount of convertible subordinated debentures to be issued pursuant to Rule 144A. The interest rate, conversion rate and offering price are to be determined by negotiations between the company and the initial purchasers of the debentures.

The company expects to grant the initial purchasers an option to purchase up to an additional $10,000,000 of convertible subordinated debentures to cover over-allotments, if any. The company may use a portion of the net proceeds from the offering to repurchase shares of its common stock simultaneously with the issuance of the debentures and the remainder for general corporate purposes, which may include acquisitions of other companies.

This announcement is neither an offer to sell nor a solicitation to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Any debentures and common stock issuable upon conversion of the debentures have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements in this release involve risks and uncertainty that could cause actual results to differ materially from current expectations.

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8005 S.W. Boeckman Road · Wilsonville, OR 97070-7777 · 503-685-7000 · www.mentor.com