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): February 27, 2006

MENTOR GRAPHICS CORPORATION

(Exact name of registrant as specified in 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)

(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 (see General Instruction A.2. below):

¨ 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 8.01. Other Events.

On February 27, 2006, Mentor Graphics Corporation (the “Company”) announced its intention to commence a private placement to qualified institutional buyers of $175 million in aggregate principal amount of the Company’s convertible subordinated debentures due 2026 to be issued pursuant to Rule 144A under the Securities Act of 1933, as amended. For additional information concerning this private placement, refer to Exhibit 99.1 contained in this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated February 27, 2006 regarding the private placement of convertible subordinated debentures due 2026.

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.

Date: February 27, 2006

MENTOR GRAPHICS CORPORATION (Registrant)
By:	/s/ Dean M. Freed
	Dean M. Freed Vice President and General Counsel

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated February 27, 2006 regarding the private placement of convertible subordinated debentures due 2026.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE News Release

Mentor Graphics Corporation Announces Intention to Offer

Convertible Subordinated Debentures

WILSONVILLE, OR – February 27, 2006 – Mentor Graphics Corporation (Nasdaq: MENT) today announced its intention to commence a private placement, subject to market conditions, of $175 million in aggregate principal amount of the company’s Convertible Subordinated Debentures due 2026 to be issued in reliance on Rule 144A under the Securities Act of 1933, as amended. 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 a 30-day option to purchase up to an additional $25 million aggregate principal amount of convertible subordinated debentures to cover overallotments, if any. The company intends to use the net proceeds from the private placement to retire , through repurchases or redemption, the outstanding principal and interest on the company’s 6⁷/₈% Convertible Subordinated Notes due 2007. If the overallotment option is exercised, the company will use the net proceeds to repurchase a portion of its outstanding Floating Rate Convertible Subordinated Debentures due 2023, subject to market conditions, and for general corporate purposes.

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.

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

About Mentor Graphics

Mentor Graphics Corporation (NASDAQ:MENT - News) 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 4,000 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/.

Mentor Graphics is a registered trademark of Mentor Graphics Corporation. All other company or product names are the registered trademarks or trademarks of their respective owners.

Contact:

Mentor Graphics

Ryerson Schwark, 503-685-1660

ry_schwark@mentor.com