SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                              (Amendment No. 14)*

                          Mentor Graphics Corporation
                                (Name of Issuer)

                        Common Stock, without par value
                         (Title of Class of Securities)

                                   587200106
                                 (CUSIP Number)

                                  Marc Weitzen
                                Icahn Capital LP
                          767 Fifth Avenue, 47th Floor
                            New York, New York 10153
                                 (212) 702-4300
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                 March 30, 2011
            (Date of Event which Requires Filing of this Statement)

If  the filing person has previously filed a statement on Schedule 13G to report
the  acquisition  that  is  the subject of this Schedule 13D, and is filing this
schedule  because  of  Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the  following  box  /  /.

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to  whom  copies  are  to  be  sent.

*The  remainder  of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent  amendment  containing  information  which  would  alter
disclosures  provided  in  a  prior  cover  page.

The information required on the remainder of this cover page shall not be deemed
to  be  "filed"  for the purpose of Section 18 of the Securities Exchange Act of
1934  ("Act") or otherwise subject to the liabilities of that section of the Act
but  shall  be  subject  to  all  other  provisions of the Act (however, see the
Notes).



                                  SCHEDULE 13D

Item 1. Security and Issuer

     The  Schedule  13D filed with the Securities and Exchange Commission on May
27,  2010  (the  "Initial  13D"),  by  the Reporting Persons with respect to the
shares  of  Common  Stock,  without  par  value (the "Shares"), issued by Mentor
Graphics Corporation (the "Issuer"), is hereby amended to furnish the additional
information  set  forth  herein.  All capitalized terms contained herein but not
otherwise  defined shall have the meanings ascribed to such terms in the Initial
13D.

Item 4. Purpose of Transaction.

     Item  4  of  the  Initial  13D  is  hereby  amended  to  add the following:

     On  March  29,  2011,  Carl  C.  Icahn  delivered  a letter to the board of
directors  of  the  Issuer,  a copy of which is filed herewith as an exhibit and
incorporated  herein  by  reference.

SECURITY  HOLDERS  ARE  ADVISED  TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED  TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM
THE  STOCKHOLDERS  OF  MENTOR  GRAPHICS  CORPORATION  FOR USE AT ITS 2011 ANNUAL
MEETING  WHEN  THEY  BECOME  AVAILABLE  BECAUSE  THEY  WILL  CONTAIN  IMPORTANT
INFORMATION,  INCLUDING  INFORMATION  RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION.  WHEN  COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
WILL  BE  MAILED TO STOCKHOLDERS OF MENTOR GRAPHICS CORPORATION AND WILL ALSO BE
AVAILABLE  AT  NO  CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV.

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
        Securities of the Issuer

     The  information  set  forth  above  in  Item  4  is incorporated herein by
reference.

Item 7. Material to be Filed as Exhibits

     1.   Letter  dated  March  29,  2011,  from  Carl  C. Icahn to the board of
          directors  of  the  Issuer.





                                   SIGNATURE

     After  reasonable  inquiry  and  to  the  best  of  each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth  in  this  statement  is  true,  complete  and  correct.

Dated:  March  30,  2011


ICAHN  PARTNERS  MASTER  FUND  LP
ICAHN  PARTNERS  MASTER  FUND  II  LP
ICAHN  PARTNERS  MASTER  FUND  III  LP
ICAHN  OFFSHORE  LP
ICAHN  PARTNERS  LP
ICAHN  ONSHORE  LP
BECKTON  CORP.
HOPPER  INVESTMENTS  LLC
BARBERRY  CORP.
HIGH  RIVER  LIMITED  PARTNERSHIP
     By:  Hopper  Investments  LLC,  general  partner

     By:  /s/  Edward  E.  Mattner
          ------------------------
          Name:  Edward  E.  Mattner
          Title:  Authorized  Signatory


ICAHN  CAPITAL  LP
     By:  IPH  GP  LLC,  its  general  partner
     By:  Icahn  Enterprises  Holdings  L.P.,  its  sole  member
By:  Icahn  Enterprises  G.P.  Inc.,  its  general  partner
IPH  GP  LLC
     By:  Icahn  Enterprises  Holdings  L.P.,  its  sole  member
By:  Icahn  Enterprises  G.P.  Inc.,  its  general  partner
ICAHN  ENTERPRISES  HOLDINGS  L.P.
     By:  Icahn  Enterprises  G.P.  Inc.,  its  general  partner
ICAHN  ENTERPRISES  G.P.  INC.

     By:  /s/  Dominick  Ragone
         ---------------------
         Name:  Dominick  Ragone
         Title:  Chief  Financial  Officer



/s/  Carl  C.  Icahn
--------------------
CARL  C.  ICAHN



         [Signature Page of Schedule 13D - Mentor Graphics Corporation]



EXHIBIT A
---------

                                 CARL C. ICAHN
                          767 Fifth Avenue, 47th Floor
                            New York, New York 10153


                                 March 29, 2011

VIA FEDERAL EXPRESS AND EMAIL
-----------------------------
Board of Directors
Mentor Graphics Corporation
8005 S.W. Boeckman Road
Wilsonville, OR 97070-7777

Gentlemen and Ladies:

     To  preempt your proposed dilutive convertible debt offering, which may act
to  derail an acquisition proposal, we would be willing to lend the Company $220
million on a senior unsecured basis, at a rate of 6.25%, for a period of two and
a  half years. This note will not be convertible into common shares and will not
have any change of control penalties associated with it. We would agree to serve
as  a  stalking  horse without fees to allow the company to seek better terms in
the  market.

     Based  upon  your earnings guidance of $1.00 per share for your next fiscal
year,  we fail to see why the Company would not be able to retire this debt with
earnings generated during that timeframe, thereby leaving the Company debt free.

     It  is  not  too  late  for  this  Board to change its mind and there is no
urgency,  as the existing 6.25% Convertible Notes do not come due until March 1,
2013.  We  urge you to consider our proposal or superior proposals and not issue
unnecessary  dilutive  securities  that  may  act  as  a  great  disservice  to
shareholders.

                                   Very truly yours,



                                   CARL C. ICAHN