As filed with the Securities and Exchange Commission on June 30, 1999
                                                    Registration No. 33-________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           MENTOR GRAPHICS CORPORATION
                 (Exact name of issuer as specified in charter)

                                 ---------------

               Oregon                                      93-0786033
    (State or other jurisdiction of                       (IRS Employer
     incorporation or organization)                     Identification No.)

        8005 SW Boeckman Road
         Wilsonville, Oregon                                97070-7777
(Address of principal executive offices)                    (Zip Code)


               Mentor Graphics Corporation 1982 Stock Option Plan
                            (Full title of the plan)

                                 ---------------

                                  DEAN M. FREED
                       Vice President and General Counsel
                           Mentor Graphics Corporation
                              8005 SW Boeckman Road
                         Wilsonville, Oregon 97070-7777
                     (Name and address of agent for service)

          Telephone number, including area code, of agent for service:
                                 (503) 685-7000

                                 ---------------

                                    Copy to:
                                 STUART CHESTLER
                                 Stoel Rives LLP
                               900 SW Fifth Avenue
                           Portland, Oregon 97204-1268

                                 ---------------

<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                         Proposed      Proposed        Amount
  Title of                               Maximum       Maximum         of
  Securities        Amount               Offering      Aggregate       Regis-
  to Be             to Be                Price Per     Offering        tration
  Registered        Registered           Share (1)     Price(1)        Fee
--------------------------------------------------------------------------------
<S>                 <C>                  <C>           <C>             <C>
  Common Stock,
  without par
  value             3,000,000 Shares     $12.3125      $36,937,500     $10,269
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933. The calculation of the
registration fee is based on $12.3125, which was the average of the high and low
prices of the Common Stock on June 29, 1999 as reported in The Wall Street
Journal for NASDAQ National Market Issues.
</TABLE>

                                        2
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.
          ----------------------------------------

          The following documents filed by Mentor Graphics Corporation (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:

          (a) The Company's latest annual report filed pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
     filed pursuant to Rule 424(b) under the Securities Act of 1933 that
     contains audited financial statements for the Company's latest fiscal year
     for which such statements have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 since the end of the fiscal year covered by
     the annual report or prospectus referred to in (a) above.

          (c) The description of the authorized capital stock of the Company
     contained in the Company's registration statement filed under Section 12 of
     the Securities Exchange Act of 1934, including any amendment or report
     filed for the purpose of updating the description.

          All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4.   Description of Securities.
          --------------------------

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          ---------------------------------------

          Not Applicable.

Item 6.   Indemnification of Directors and Officers.
          ------------------------------------------

          Article V of the Company's Bylaws indemnifies directors and officers
to the fullest extent permitted by the Oregon Business Corporation Act (the
"Act"). The effects of Article V are summarized as follows:

                                      II-1
<PAGE>
     (a)  The Article grants a right of indemnification in respect of any
          action, suit, or proceeding (other than an action by or in the right
          of the Company) against expenses (including attorneys' fees),
          judgments, fines, and amounts paid in settlement actually and
          reasonably incurred, if the persons concerned acted in good faith and
          in a manner the person reasonably believed to be in or not opposed to
          the best interests of the Company, was not adjudged liable on the
          basis of receipt of an improper personal benefit and, with respect to
          any criminal action or proceeding had no reasonable cause to believe
          the conduct was unlawful. The termination of an action, suit or
          proceeding by judgment, order, settlement, conviction, or plea of nolo
          contendere does not, of itself, create a presumption that the person
          did not meet the required standards of conduct.

     (b)  The Article grants a right of indemnification in respect of any action
          or suit by or in the right of the Company against the expenses
          (including attorneys' fees) actually and reasonably incurred if the
          person concerned acted in good faith and in a manner the person
          reasonably believed to be in or not opposed to the best interests of
          the Company, except that no right of indemnification will be granted
          if the person is adjudged to be liable to the Company.

     (c)  Every person who has been wholly successful on the merits of a
          controversy described in (a) or (b) above is entitled to
          indemnification as a matter of right.

     (d)  The Company is required to promptly indemnify a director or officer
          unless it is determined by a majority of disinterested directors or by
          independent counsel that the person's actions did not meet the
          relevant standard for indemnification. If the disinterested directors
          or independent counsel determine that indemnification is not required,
          the person seeking indemnification may petition a court for an
          independent determination. In any court action, the Company will have
          the burden of proving that indemnification would not be proper.
          Neither the disinterested directors' failure to make a determination
          regarding indemnification for the claim nor an actual determination
          that the person failed to meet the applicable standard will be a
          defense to such action or create a presumption that the person is not
          entitled to indemnification.

     (e)  The Company will advance to a director or officer the expenses
          incurred in defending any action, suit or

                                      II-2
<PAGE>
          proceeding in advance of its final disposition if the director or
          officer affirms in good faith that he or she is entitled to
          indemnification and undertakes to repay any amount advanced if it is
          determined by a court that the person is not entitled to
          indemnification.

     (f)  The Company may obtain insurance for the protection of its directors
          and officers against any liability asserted against them in their
          official capacities.

          The rights of indemnification described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any bylaw, agreement, vote of shareholders or directors, or otherwise.

          The Company has also entered into Indemnity Agreements with all
directors and officers. While the Indemnity Agreements in large part incorporate
the indemnification provisions of the Act as described above, they vary from the
Act in several respects. The Indemnity Agreements obligate the Company to
provide the maximum indemnification protection allowed under Oregon law, which
is intended to provide indemnification broader than that expressly authorized by
the Act. The most significant effect of the Indemnity Agreements is to add
indemnification for judgments and settlements of derivative lawsuits to the
fullest extent permitted by law as may be limited by public policy
considerations applied by the courts.

Item 7.   Exemption From Registration Claimed.
          ------------------------------------

          Not Applicable.

Item 8.   Exhibits.
          ---------

   4.A.   Restated Articles of Incorporation of the Company, as amended.
          Incorporated by reference to Exhibit 4A to the Company's Registration
          Statement on Form S-3 (Registration No. 33-23024) and Exhibit 3B to
          the Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998 (SEC File No. 000-13442).

   4.B.   Bylaws of the Company. Incorporated by reference to Exhibit 3C to the
          Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998 (SEC File No. 000-13442).

   4.C.   Rights Agreement, dated as of February 10, 1999, between the Company
          and American Stock, Transfer & Trust Co. Incorporated by reference to
          Exhibit

                                      II-3
<PAGE>
          4.1 to the Company's Current Report on Form 8-K filed on February 19,
          1999 (SEC File No. 000- 13442).

   5.     Opinion of Counsel.

   23.    Consent of Accountants.

   24.    Powers of Attorney.


Item 9.   Undertakings.
          -------------

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

               (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each new post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                                      II-4
<PAGE>
     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-5
<PAGE>
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wilsonville, State of Oregon, on this 30th day
of June, 1999.

                                       MENTOR GRAPHICS CORPORATION



                                       By DEAN M. FREED
                                          --------------------------------------
                                          Dean M. Freed, Vice President and
                                          General Counsel


          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on June
30, 1999 in the capacities indicated.

              Signature                         Title
              ---------                         -----

(1)  Principal Executive Officer:

    *WALDEN C. RHINES                  President, Chief
     -----------------------------     Executive Officer and
     Walden C. Rhines                  Director

(2)  Principal Financial Officer:

    *GREGORY K. HINCKLEY               Executive Vice President,
     -----------------------------     Chief Operating Officer
     Gregory K. Hinckley               and Chief Financial Officer

(3)  Principal Accounting Officer:

    *ANTHONY B. ADRIAN                 Vice President, Corporate
     -----------------------------     Controller
     Anthony B. Adrian

(4)  Directors:

    *MARSHA B. CONGDON                 Director
     -----------------------------
     Marsha B. Congdon

                                      II-6
<PAGE>
    *JAMES R. FIEBIGER                 Director
     -----------------------------
     James R. Fiebiger


    *DAVID A. HODGES                   Director
     -----------------------------
     David A. Hodges


    *FONTAINE K. RICHARDSON            Director
     -----------------------------
     Fontaine K. Richardson


    *JON A. SHIRLEY                    Director
     -----------------------------
     Jon A. Shirley


*By DEAN M. FREED
    -------------------------------
    Dean M. Freed, Attorney-In-Fact

                                      II-7
<PAGE>
                                  EXHIBIT INDEX


Exhibit
 Number       Document Description
-------       --------------------

   4A.        Restated Articles of Incorporation of the Company, as amended.
              Incorporated by reference to Exhibit 4A to the Company's
              Registration Statement on Form S-3 (Registration No. 33-23024) and
              Exhibit 3B to the Company's Annual Report on Form 10-K for the
              fiscal year ended December 31, 1998 (SEC File No. 000-13442).

   4B.        Bylaws of the Company. Incorporated by reference to Exhibit 3C to
              the Company's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1998 (SEC File No. 000-13442).

   4C.        Rights Agreement, dated as of February 10, 1999, between the
              Company and American Stock, Transfer & Trust Co. Incorporated by
              reference to Exhibit 4.1 to the Company's Current Report on Form
              8-K filed on February 19, 1999 (SEC File No. 000- 13442).

   5.         Opinion of Counsel.

   23.        Consent of Accountants.

   24.        Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18419}]
{"company-data": {"conformed-name": "MENTOR GRAPHICS CORP", "cik": "0000701811", "assigned-sic": "7373", "irs-number": "930786033", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81991", "film-number": "99657142"}, "business-address": {"street1": "8005 SW BOECKMAN RD", "city": "WILSONVILLE", "state": "OR", "zip": "97070-7777", "phone": "5036857000"}}
As filed with the Securities and Exchange Commission on June 30, 1999
                                                    Registration No. 33-________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           MENTOR GRAPHICS CORPORATION
                 (Exact name of issuer as specified in charter)

                                 ---------------

               Oregon                                      93-0786033
    (State or other jurisdiction of                       (IRS Employer
     incorporation or organization)                     Identification No.)

        8005 SW Boeckman Road
         Wilsonville, Oregon                                97070-7777
(Address of principal executive offices)                    (Zip Code)

               Mentor Graphics Corporation 1982 Stock Option Plan
                            (Full title of the plan)

                                 ---------------

                                  DEAN M. FREED
                       Vice President and General Counsel
                           Mentor Graphics Corporation
                              8005 SW Boeckman Road
                         Wilsonville, Oregon 97070-7777
                     (Name and address of agent for service)

          Telephone number, including area code, of agent for service:
                                 (503) 685-7000

                                 ---------------

                                    Copy to:
                                 STUART CHESTLER
                                 Stoel Rives LLP
                               900 SW Fifth Avenue
                           Portland, Oregon 97204-1268

                                 ---------------
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                         Proposed      Proposed        Amount
  Title of                               Maximum       Maximum         of
  Securities        Amount               Offering      Aggregate       Regis-
  to Be             to Be                Price Per     Offering        tration
  Registered        Registered           Share (1)     Price(1)        Fee
--------------------------------------------------------------------------------
Common Stock,
  without par
  value             3,000,000 Shares     $12.3125      $36,937,500     $10,269
--------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933. The calculation of the
registration fee is based on $12.3125, which was the average of the high and low
prices of the Common Stock on June 29, 1999 as reported in The Wall Street
Journal for NASDAQ National Market Issues.
2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.
          ----------------------------------------

          The following documents filed by Mentor Graphics Corporation (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:

          (a) The Company's latest annual report filed pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
     filed pursuant to Rule 424(b) under the Securities Act of 1933 that
     contains audited financial statements for the Company's latest fiscal year
     for which such statements have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 since the end of the fiscal year covered by
     the annual report or prospectus referred to in (a) above.

          (c) The description of the authorized capital stock of the Company
     contained in the Company's registration statement filed under Section 12 of
     the Securities Exchange Act of 1934, including any amendment or report
     filed for the purpose of updating the description.

          All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4.   Description of Securities.
          --------------------------

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          ---------------------------------------

          Not Applicable.

Item 6.   Indemnification of Directors and Officers.
          ------------------------------------------

          Article V of the Company's Bylaws indemnifies directors and officers
to the fullest extent permitted by the Oregon Business Corporation Act (the
"Act"). The effects of Article V are summarized as follows:

                                      II-1
(a)  The Article grants a right of indemnification in respect of any
          action, suit, or proceeding (other than an action by or in the right
          of the Company) against expenses (including attorneys' fees),
          judgments, fines, and amounts paid in settlement actually and
          reasonably incurred, if the persons concerned acted in good faith and
          in a manner the person reasonably believed to be in or not opposed to
          the best interests of the Company, was not adjudged liable on the
          basis of receipt of an improper personal benefit and, with respect to
          any criminal action or proceeding had no reasonable cause to believe
          the conduct was unlawful. The termination of an action, suit or
          proceeding by judgment, order, settlement, conviction, or plea of nolo
          contendere does not, of itself, create a presumption that the person
          did not meet the required standards of conduct.

     (b)  The Article grants a right of indemnification in respect of any action
          or suit by or in the right of the Company against the expenses
          (including attorneys' fees) actually and reasonably incurred if the
          person concerned acted in good faith and in a manner the person
          reasonably believed to be in or not opposed to the best interests of
          the Company, except that no right of indemnification will be granted
          if the person is adjudged to be liable to the Company.

     (c)  Every person who has been wholly successful on the merits of a
          controversy described in (a) or (b) above is entitled to
          indemnification as a matter of right.

     (d)  The Company is required to promptly indemnify a director or officer
          unless it is determined by a majority of disinterested directors or by
          independent counsel that the person's actions did not meet the
          relevant standard for indemnification. If the disinterested directors
          or independent counsel determine that indemnification is not required,
          the person seeking indemnification may petition a court for an
          independent determination. In any court action, the Company will have
          the burden of proving that indemnification would not be proper.
          Neither the disinterested directors' failure to make a determination
          regarding indemnification for the claim nor an actual determination
          that the person failed to meet the applicable standard will be a
          defense to such action or create a presumption that the person is not
          entitled to indemnification.

     (e)  The Company will advance to a director or officer the expenses
          incurred in defending any action, suit or

                                      II-2
proceeding in advance of its final disposition if the director or
          officer affirms in good faith that he or she is entitled to
          indemnification and undertakes to repay any amount advanced if it is
          determined by a court that the person is not entitled to
          indemnification.

     (f)  The Company may obtain insurance for the protection of its directors
          and officers against any liability asserted against them in their
          official capacities.

          The rights of indemnification described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any bylaw, agreement, vote of shareholders or directors, or otherwise.

          The Company has also entered into Indemnity Agreements with all
directors and officers. While the Indemnity Agreements in large part incorporate
the indemnification provisions of the Act as described above, they vary from the
Act in several respects. The Indemnity Agreements obligate the Company to
provide the maximum indemnification protection allowed under Oregon law, which
is intended to provide indemnification broader than that expressly authorized by
the Act. The most significant effect of the Indemnity Agreements is to add
indemnification for judgments and settlements of derivative lawsuits to the
fullest extent permitted by law as may be limited by public policy
considerations applied by the courts.

Item 7.   Exemption From Registration Claimed.
          ------------------------------------

          Not Applicable.

Item 8.   Exhibits.
          ---------

   4.A.   Restated Articles of Incorporation of the Company, as amended.
          Incorporated by reference to Exhibit 4A to the Company's Registration
          Statement on Form S-3 (Registration No. 33-23024) and Exhibit 3B to
          the Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998 (SEC File No. 000-13442).

   4.B.   Bylaws of the Company. Incorporated by reference to Exhibit 3C to the
          Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998 (SEC File No. 000-13442).

   4.C.   Rights Agreement, dated as of February 10, 1999, between the Company
          and American Stock, Transfer & Trust Co. Incorporated by reference to
          Exhibit

                                      II-3
4.1 to the Company's Current Report on Form 8-K filed on February 19,
          1999 (SEC File No. 000- 13442).

   5.     Opinion of Counsel.

   23.    Consent of Accountants.

   24.    Powers of Attorney.

Item 9.   Undertakings.
          -------------

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

               (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each new post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                                      II-4
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-5
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wilsonville, State of Oregon, on this 30th day
of June, 1999.

                                       MENTOR GRAPHICS CORPORATION

                                       By DEAN M. FREED
                                          --------------------------------------
                                          Dean M. Freed, Vice President and
                                          General Counsel

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on June
30, 1999 in the capacities indicated.

              Signature                         Title
              ---------                         -----

(1)  Principal Executive Officer:

    *WALDEN C. RHINES                  President, Chief
     -----------------------------     Executive Officer and
     Walden C. Rhines                  Director

(2)  Principal Financial Officer:

    *GREGORY K. HINCKLEY               Executive Vice President,
     -----------------------------     Chief Operating Officer
     Gregory K. Hinckley               and Chief Financial Officer

(3)  Principal Accounting Officer:

    *ANTHONY B. ADRIAN                 Vice President, Corporate
     -----------------------------     Controller
     Anthony B. Adrian

(4)  Directors:

    *MARSHA B. CONGDON                 Director
     -----------------------------
     Marsha B. Congdon

                                      II-6
*JAMES R. FIEBIGER                 Director
     -----------------------------
     James R. Fiebiger

    *DAVID A. HODGES                   Director
     -----------------------------
     David A. Hodges

    *FONTAINE K. RICHARDSON            Director
     -----------------------------
     Fontaine K. Richardson

    *JON A. SHIRLEY                    Director
     -----------------------------
     Jon A. Shirley

*By DEAN M. FREED
    -------------------------------
    Dean M. Freed, Attorney-In-Fact

                                      II-7
EXHIBIT INDEX

Exhibit
 Number       Document Description
-------       --------------------

   4A.        Restated Articles of Incorporation of the Company, as amended.
              Incorporated by reference to Exhibit 4A to the Company's
              Registration Statement on Form S-3 (Registration No. 33-23024) and
              Exhibit 3B to the Company's Annual Report on Form 10-K for the
              fiscal year ended December 31, 1998 (SEC File No. 000-13442).

   4B.        Bylaws of the Company. Incorporated by reference to Exhibit 3C to
              the Company's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1998 (SEC File No. 000-13442).

   4C.        Rights Agreement, dated as of February 10, 1999, between the
              Company and American Stock, Transfer & Trust Co. Incorporated by
              reference to Exhibit 4.1 to the Company's Current Report on Form
              8-K filed on February 19, 1999 (SEC File No. 000- 13442).

   5.         Opinion of Counsel.

   23.        Consent of Accountants.

   24.        Powers of Attorney.