UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                    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 27, 2005
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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
                 WILSONVILLE, OR                              97070-7777
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    (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code:     (503) 685-7000
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    NO CHANGE (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:

[_]  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))


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Item 2.02  Results of Operations and Financial Condition.
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         Attached as Exhibit 99.1 is a copy of a press release of Mentor
Graphics Corporation dated April 27, 2005, announcing the Company's financial
results for the first quarter of 2005, which is being furnished to the
Securities and Exchange Commission.

Item 7.01  Regulation FD Disclosure.
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         Attached as Exhibit 99.2 is a copy of a press release of Mentor
Graphics Corporation dated April 27, 2005, providing the Company's outlook for
the second quarter and full year of 2005, 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 27, 2005            By: /s/ Dean M. Freed
                                    -----------------
                                     Dean M. Freed
                                     Vice President and General Counsel



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