SCHEDULE 14A
                   Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934
                               (Amendment No. __)


Filed by the Registrant                    [ ]

Filed by a Party other than the Registrant [x]

Check the appropriate box:

[ ]   Preliminary Proxy Statement
[ ]   Confidential,  for  Use  of  the  Commission Only (as permitted by Rule
      14a-6(e)(2))
[ ]   Definitive  Proxy  Statement
[X]   Definitive  Additional  Materials
[ ]   Soliciting  Material  Pursuant  to   240.14a-12

                          Mentor Graphics Corporation
                (Name of Registrant as Specified In Its Charter)

                               Icahn Partners LP
                         Icahn Partners Master Fund LP
                        Icahn Partners Master Fund II LP
                       Icahn Partners Master Fund III LP
                         High River Limited Partnership
                             Hopper Investments LLC
                                 Barberry Corp.
                                Icahn Onshore LP
                               Icahn Offshore LP
                               Icahn Capital L.P.
                                   IPH GP LLC
                        Icahn Enterprises Holdings L.P.
                          Icahn Enterprises G.P. Inc.
                                 Beckton Corp.
                                 Carl C. Icahn
                                  Brett Icahn
                                David Schechter
                                  Gary Meyers
                               Jose Maria Alapont
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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                             FOR IMMEDIATE RELEASE

                   ICAHN URGES SHAREHOLDERS TO SEND A SIGNAL
            TO THE ENTRENCHED BOARD OF DIRECTORS OF MENTOR GRAPHICS
        BY VOTING THE GOLD CARD FOR HIS THREE HIGHLY QUALIFIED NOMINEES

New York, New York, May 6, 2011
Contact: Susan Gordon (212) 702-4309

Carl C. Icahn issued the following statement today:

Mr.  Walden  Rhines,  on  behalf  of the entrenched board of directors of Mentor
Graphics  Corporation, continues to distort the motivations behind our effort to
seek  minority  Board  representation.  The company's latest letter makes no new
arguments.  It  only  repeats arguments made previously - arguments that we have
sufficiently  dispelled.  Unfortunately for Mr. Rhines and his entrenched Board,
repeating  something doesn't make it true. The mantra Mr. Rhines keeps repeating
can't  erase the fact that Mentor's stock is now at approximately the same level
as  it  was  in 1994. During this 17 year period, all three directors we seek to
replace  supervised $65 million of compensation to Mr. Rhines.(1) In addition to
empty  repetition,  the  letter exhibits a new level of arrogance on the part of
Mr.  Rhines  when  he  demeans  the  leading  independent  proxy  advisory firm,
Institutional  Shareholder  Services  (ISS),  for  its  support  of  two  of our
nominees.

Repetition  and arrogance. That's all Mentor's press releases have to offer. The
time  for  letter-writing  is  over.  All  information  regarding  our view that
shareholders  should  vote  for  change at Mentor Graphics resides in the public
domain.  We  encourage  Mentor's  existing directors to stop wasting shareholder
money  on  advisors  to  further  entrench themselves. We strongly encourage all
shareholders  to hold this entrenched Board accountable on May 12th and vote for
ALL  THREE  Icahn  nominees  on  the  GOLD  proxy  card.


                     DISCARD MANAGEMENT'S WHITE PROXY CARD!


  If you have any questions or require any assistance in executing your proxy,
                                  please call:
                             D.F. King & Co., Inc.
                   Shareholders call tollfree: (800) 7143313
                 Banks and Brokerage Firms call: (212) 2695550


ON  APRIL  1,  2011,  CARL  C. ICAHN AND AFFILIATES ("ICAHN") FILED A DEFINITIVE
PROXY  STATEMENT  WITH  THE  SECURITIES  AND  EXCHANGE COMMISSION (THE "SEC") IN
CONNECTION  WITH  THE  UPCOMING  2011  ANNUAL  MEETING OF SHAREHOLDERS OF MENTOR
GRAPHICS.  SHAREHOLDERS  ARE ADVISED TO READ ICAHN'S DEFINITIVE PROXY STATEMENT,
AND  ANY OTHER RELEVANT DOCUMENTS FILED BY ICAHN WITH THE SEC, BEFORE MAKING ANY
VOTING  OR  INVESTMENT  DECISION BECAUSE THEY CONTAIN IMPORTANT INFORMATION. THE
DEFINITIVE  PROXY  STATEMENT  IS,  AND  ANY  OTHER  RELEVANT DOCUMENTS AND OTHER
MATERIAL  FILED  BY  ICAHN WITH THE SEC CONCERNING MENTOR GRAPHICS WILL BE, WHEN
FILED,  AVAILABLE  FREE  OF  CHARGE  AT  HTTP://WWW.SEC.GOV  AND
WWW.READMATERIAL.COM/MENTOR.  IN  ADDITION, COPIES OF THE PROXY MATERIALS MAY BE
REQUESTED  FROM  ICAHN'S PROXY SOLICITOR, D.F. KING & CO., INC., BY TELEPHONE AT
(800)  7143313.
_________________________
(1)  Walden  Rhines  received  $20MM in base and bonus/non-equity incentive plan
     compensation, along with 4.3MM options and shares worth $45MM applying SFAS
     123R methodology post 1/1/06 and the midpoint of potential realizable value
     at  assumed  annual rates of stock price appreciation for option term of 5%
     to  10%  prior to 1/1/06 and the closing share price on 12/31/93 for Mentor
     was  $13.75  versus  $14.01  on  4/18/11.