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

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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^*

BEAUCHAMP KATHLEEN

(Last)

(First)

(Middle)

201 MENTOR DRIVE

(Street)

SANTA BARBARA

93111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MENTOR CORP /MN/ [ MNT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Sales & Marketing

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2006

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	11/21/2006		M		1,250	A	$13.25	38,754	D
Common Stock	11/21/2006		M		3,750	A	$8.3125	42,504	D
Common Stock	11/21/2006		M		10,000	A	$13.305	52,504	D
Common Stock	11/21/2006		M		16,000	A	$19.01	68,504	D
Common Stock	11/21/2006		M		8,400	A	$21	76,904	D
Common Stock	11/21/2006		M		18,750	A	$21.7	95,654	D
Common Stock	11/21/2006		M		12,500	A	$32.15	108,154	D
Common Stock	11/21/2006		M		12,500	A	$37.7	120,654	D
Common Stock	11/21/2006		S		1,200	D	$53.41	119,454	D
Common Stock	11/21/2006		S		18,650	D	$53.55	100,804	D
Common Stock	11/21/2006		S		17,000	D	$53.5	83,804	D
Common Stock	11/21/2006		S		15,000	D	$53.45	68,804	D
Common Stock	11/21/2006		S		3,500	D	$53.43	65,304	D
Common Stock	11/21/2006		S		200	D	$53.42	65,104	D
Common Stock	11/21/2006		S		15,100	D	$53.4	50,004	D
Common Stock	11/21/2006		S		8,150	D	$53.6	41,854	D
Common Stock⁽¹⁾⁽²⁾	11/21/2006		S		4,350	D	$53.55	37,504	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)
Stock Option Award	$13.25	11/21/2006		M			1,250	02/16/2001	02/16/2010	Common Stock	1,250	$0	0	D
Stock Option Award	$8.3125	11/21/2006		M			3,750	05/05/2001	05/05/2010	Common Stock	3,750	$0	0	D
Stock Option Award	$13.305	11/21/2006		M			10,000	05/23/2002	05/23/2011	Common Stock	10,000	$0	0	D
Stock Option Award	$19.01	11/21/2006		M			16,000	05/22/2003	05/22/2012	Common Stock	16,000	$0	0	D
Stock Option Award	$21	11/21/2006		M			8,400	05/21/2004	05/21/2013	Common Stock	8,400	$0	2,800	D
Stock Option Award	$21.7	11/21/2006		M			18,750	11/19/2003	11/19/2013	Common Stock	18,750	$0	6,250	D
Stock Option Award	$32.15	11/21/2006		M			12,500	06/09/2005	06/09/2014	Common Stock	12,500	$0	12,500	D
Stock Option Award	$37.7	11/21/2006		M			12,500	04/27/2006	04/27/2015	Common Stock	12,500	$0	37,500	D

Explanation of Responses:

1. Of the remaining 37,504 shares, 32,000 are unvested restricted shares.

2. Ms. Beauchamp holds a total of 59,050 of unvested stock options at an average exercise price of $34.04 per share and 25,000 of unvested performance stock units which may convert to a maximum of 50,000 shares of common stock.

	/S/Loren McFarland attorney-in-fact for "the person this form is being filed"	11/22/2006
	** 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).
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