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):                 April 22, 2004
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                           MENTOR GRAPHICS CORPORATION
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               (Exact name of registrant as specified in charter)



           OREGON                       0-13442                  93-0786033
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(State or other jurisdiction          (Commission               (IRS Employer
      of incorporation)               File Number)           Identification No.)



         8005 S.W. BOECKMAN ROAD                                      97070-7777
             WILSONVILLE, OR
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(Address of principal executive offices)                              (Zip Code)



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

                                    NO CHANGE
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         (Former name or former address, if changed since last report.)



Item 9.  Regulation FD Disclosure.
- ----------------------------------

     Attached as Exhibit 99.2 is a copy of a press release of Mentor Graphics
Corporation dated April 22, 2004, providing the Company's outlook for the second
quarter and full year of 2004, which is being furnished to the Securities and
Exchange Commission.


Item 12.  Results of Operations and Financial Condition.
- --------------------------------------------------------

     Attached as Exhibit 99.1 is a copy of a press release of Mentor Graphics
Corporation dated April 22, 2004, announcing the Company's financial results for
the first quarter of 2004, which is being furnished to the Securities and
Exchange Commission.


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                                   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: April 22, 2004                         By: /s/ Gregory K. Hinckley
                                                 -------------------------------
                                                 Gregory K. Hinckley
                                                 President, Chief Operating and
                                                 Financial Officer


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