Form 10-K/A

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934 

             For the fiscal year ended December 31, 1993

                Commission file number 0 - 13442


                  MENTOR GRAPHICS CORPORATION
      (Exact name of registrant as specified in its charter)

            Oregon                           93-0786033
   (State or other jurisdiction of         (IRS Employer
    ncorporation or organization)        Identification No.)


     8005 SW Boeckman Road                   97070-7777
       Wilsonville, Oregon                    (Zip Code)
 (Address of principal executive offices)

Registrant's telephone number, including area code (503) 685-7000


Item 14.  Exhibits, Financial Statement Schedules, and 
Reports on Form 8-K


(3)     Exhibits

13.     Portions of the 1993 Annual Report to Shareholders that 
are incorporated herein by reference.  





                          SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the registrant has duly caused 
this report to be signed on its behalf by the undersigned, 
thereunto duly authorized, on March 30, 1994.

                                   MENTOR GRAPHICS CORPORATION

                                   By  _________________________
                                          Walden C. Rhines
                                        President and Chief
                                         Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed  by the following persons on 
behalf of the registrant on March 30, 1994 in the capacities 
indicated.

     Signature                      Title

(1)  Principal Executive Officer:

     ____________________________   President, Chief Executive
          Walden C. Rhines          Officer and Director

(2)  Principal Financial Officer:

     ____________________________   Senior Vice President and
          R. Douglas Norby          Chief Financial Officer

(3)  Principal Accounting Officer:

     _____________________________  Corporate Controller and
          James J. Luttenbacher     Chief Accounting Officer

(4)  Directors:

     _____________________________  Chairman of the Board and
          Thomas H. Bruggere        Director

     _____________________________  Director
          Marsha B. Congdon

     _____________________________  Director
          David R. Hathaway

     _____________________________  Director
          Fontaine K. Richardson

     _____________________________  Director
          Jon A. Shirley

     _____________________________  Director
          David N. Strohm