SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RHINES WALDEN C

(Last)

(First)

(Middle)

C/O MENTOR GRAPHICS CORPORATION

8005 SW BOECKMAN RD

(Street)

WILSONVILLE

97070-7777

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2003

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/29/2003		M		250,000	A	$11.625	250,000	I⁽¹⁾	see note
Common Stock	10/29/2003		S		250,000	D	$16.5	0	I⁽¹⁾	see note
Common Stock	10/29/2003		M		183,082	A	$11.625	309,165	D
Common Stock	10/30/2003		M		66,918	A	$11.625	376,083	D
Common Stock	10/30/2003		S		66,918	D	$16.7503	309,165	D
Common Stock	10/31/2003		S		50,000	D	$16.751	259,165	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Option (right to buy)	$11.625	10/29/2003		M			250,000	11/08/1998⁽²⁾	10/31/2003	Common Stock	250,000	$11.625	0	I⁽¹⁾	see note
Employee Option (right to buy)	$11.625	10/29/2003		M			183,082	11/08/1998	10/31/2003	Common Stock	183,082	$11.625	66,918	D
Employee Option (right to buy)	$11.625	10/30/2003		M			66,918	11/08/1998	10/31/2003	Common Stock	66,918	$11.625	0	D

Explanation of Responses:

1. Options and shares are held by The Rhines 2002 Partnership, L.P., (the "Partnership") a limited partnership of which the general partner is a limited liability company solely owned by the reporting person and the sole limited partner is a trust of which the reporting person is the trustee and the reporting person and his children are the beneficiaries.

2. Option for 500,000 shares was granted to reporting person on November 5, 1993 and was fully exercisable by November 5, 1998. One-half of this option was transferred to the Partnership in July 2002.

	Dean Freed, Attorney-in-fact for Walden C. Rhines	10/31/2003
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.