SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

WELDON DENNIS M

(Last)

(First)

(Middle)

C/O MENTOR GRAPHICS CORP

8005 SW BOECKMAN ROAD

(Street)

WILSONVILLE

97070-7777

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/07/2006

3. Issuer Name and Ticker or Trading Symbol
MENTOR GRAPHICS CORP [ MENT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Dir of Bus Dev & Inv Relations

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,668	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option	03/20/2001	02/28/2007	Common Stock	31,250	$9	D
Employee Stock Option	03/26/2002	02/28/2008	Common Stock	12,000	$10.0625	D
Employee Stock Option	03/17/2003	02/28/2009	Common Stock	12,750	$12.5625	D
Employee Stock Option	11/01/2003	11/01/2009	Common Stock	17,750	$8.0625	D
Employee Stock Option	10/13/2004	10/13/2010	Common Stock	14,000	$17.8125	D
Employee Stock option	10/22/2005	10/22/2011	Common Stock	12,500	$18.84	D
Employee Stock Option	09/25/2006	09/25/2012	Common Stock	11,200	$5.66	D
Employee Stock Option	⁽¹⁾	10/28/2013	Common Stock	20,000	$15.25	D
Employee Stock Option	⁽²⁾	11/04/2014	Common Stock	15,000	$11.74	D
Employee Stock Option	⁽³⁾	09/26/2015	Common Stock	15,000	$8.41	D

Explanation of Responses:

1. Shares become exercisable for 25% of the total shares granted on 10/28/2004. The remaining vest 1/48th of the total shares granted on each month thereafter.

2. Shares become exercisable for 25% of the total shares granted on 11/4/2005. The remaining vest 1/48th of the total shares granted on each month thereafter.

3. Shares become exercisable for 25% of the total shares granted on 9/26/2006. The remaining vest 1/48th of the total shares granted on each month thereafter.

	Dennis M Weldon	09/14/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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