SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                            FORM 8-K

                         CURRENT REPORT
                 Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported):
                        February 20, 2001

                       MENTOR CORPORATION
     (Exact name of registrant as specified in its charter)

Minnesota                     0-7955              41-0950791
(State or other          (Commission File No.)    (IRS Employer
jurisdiction of                                   I.D. No.)
incorporation)

                        201 Mentor Drive
                 Santa Barbara, California 93111
            (Address of principal executive offices)

       Registrant's telephone number, including area code:
                         (805) 879-6000


Item 2.  Acquisition or Disposition of Assets

On February 9, 2001, Mentor Corporation (the "Company") announced
the completion of the acquisition of Porges S.A., a subsidiary of
Sanofi-Synthelabo and Synthelabo Biomedical (the "Seller").  The
acquisition was consummated pursuant to the terms of a Purchase
Agreement, dated as of February 8, 2001, (the "Agreement"),
between the Company and the Seller.  The assets acquired pursuant
to the Agreement consisted of the shares of Porges S.A. and it's
subsidiaries in the United Kingdom, Italy, Japan, Portugal, Spain
and Germany, IP Rights including trademarks, trade names and
patents, and Related Business Assets in Belgium and the
Netherlands.

The purchase price for the assets acquired was $33 million.  The
acquisition was financed from the Company's existing cash and by
a $14 million draw down on the Company's line of credit with
Sanwa Bank California.

Porges is a manufacturer of urological products, supplying a
complete range of products for the urological surgeon, including
diagnostic tools and various devices for surgery and for
postoperative follow-up.  Porges S.A. has its headquarters and a
central distribution warehouse in Paris, with manufacturing
facilities in Sarlat, France, and eight sales subsidiaries in the
United Kingdom, Italy, Japan, Portugal, Spain, Germany, Belgium
and  the Netherlands. The Company intends to use these properties
for the same purposes.

The preceding discussion is only a summary and is qualified in
its entirety by reference to the Purchase Agreement, a copy of
which will be included as an exhibit to the Company's Annual
Report on Form 10-K for the year ended March 31, 2001 and
incorporated herein by this reference.


Item 7.  Financial Statements, Pro Forma Financial Information
and Exhibits

     (a)  Financial Statements of the Business Acquired

          Not applicable

     (b)  Pro Forma Financial Information

          Not Applicable

     (c)  Exhibits

          Number              Description

          Exhibit 99          Press release issued February 9,
                              2001 regarding the acquisition of
                              Porges S.A.



                           SIGNATURES

       Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

                         MENTOR CORPORATION


Date:  February 20, 2001 /s/CHRISTOPHER J. CONWAY
                         Christopher J. Conway, Chairman
                         Chief Executive Officer and President


Date:  February 20, 2001 /s/ADEL MICHAEL
                         Senior Vice President
                         Chief Financial Officer


                                                       EXHIBIT 99


         Mentor Acquires Leading French Urology Company

SANTA BARBARA, California, February 9, 2001 - Mentor Corporation
(NASDAQ: MNTR) announced today that it has completed the
acquisition of Porges S.A., a subsidiary of Sanofi-Synthelabo.
The transaction was valued at EUR 35 million, or about $32
million.

Porges is a manufacturer of urological products, supplying a
complete range of products for the urological surgeon, including
diagnostic tools and various devices for surgery and for
postoperative follow-up.  Porges holds the leading market share
for urological products in France and has a strong position
throughout Europe.  The company's sales last year were EUR 46
million, or about $42 million.

Porges has headquarters in Paris, with manufacturing facilities
in Sarlat, France, and marketing subsidiaries in eight countries
in Europe, plus one in Japan.

"I am very excited about this acquisition," said Christopher J.
Conway, president of Mentor.  "We believe that Porges and Mentor
will be a powerful combination in the global urology market.  Our
product lines are complementary and together we have the broadest
and most advanced line of urological products in the world.  Our
combined sales of products in this market exceed $150 million.

"The opportunities for growth with our shared technologies and
markets are considerable," Conway said.  "Porges provides an
ideal platform for the European launch of new Mentor products
like the Suspendr incontinence implant and our brachytherapy
line.  Likewise, Mentor will begin actively marketing the Porges
product line, which is not currently distributed in the U.S."

With sales of EUR 6 billion in 2000 and 29,000 employees in more
than 100 countries, Sanofi-Synthelabo ranks among the world's top
20 pharmaceutical companies.

Mentor Corporation develops and manufactures specialized medical
products, which it markets throughout the world.  This release
contains, in addition to historical information, forward-looking
statements.  Such statements are based on management's current
expectations and are subject to a number of uncertainties and
risks that could cause actual results to differ materially from
those described in the forward-looking statements.  Factors that
may cause such a difference include, but are not limited to,
those described in the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 2000.
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SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 8-K

                         CURRENT REPORT
                 Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported):
                        February 20, 2001

                       MENTOR CORPORATION
     (Exact name of registrant as specified in its charter)

Minnesota                     0-7955              41-0950791
(State or other          (Commission File No.)    (IRS Employer
jurisdiction of                                   I.D. No.)
incorporation)

                        201 Mentor Drive
                 Santa Barbara, California 93111
            (Address of principal executive offices)

       Registrant's telephone number, including area code:
                         (805) 879-6000

Item 2.  Acquisition or Disposition of Assets

On February 9, 2001, Mentor Corporation (the "Company") announced
the completion of the acquisition of Porges S.A., a subsidiary of
Sanofi-Synthelabo and Synthelabo Biomedical (the "Seller").  The
acquisition was consummated pursuant to the terms of a Purchase
Agreement, dated as of February 8, 2001, (the "Agreement"),
between the Company and the Seller.  The assets acquired pursuant
to the Agreement consisted of the shares of Porges S.A. and it's
subsidiaries in the United Kingdom, Italy, Japan, Portugal, Spain
and Germany, IP Rights including trademarks, trade names and
patents, and Related Business Assets in Belgium and the
Netherlands.

The purchase price for the assets acquired was $33 million.  The
acquisition was financed from the Company's existing cash and by
a $14 million draw down on the Company's line of credit with
Sanwa Bank California.

Porges is a manufacturer of urological products, supplying a
complete range of products for the urological surgeon, including
diagnostic tools and various devices for surgery and for
postoperative follow-up.  Porges S.A. has its headquarters and a
central distribution warehouse in Paris, with manufacturing
facilities in Sarlat, France, and eight sales subsidiaries in the
United Kingdom, Italy, Japan, Portugal, Spain, Germany, Belgium
and  the Netherlands. The Company intends to use these properties
for the same purposes.

The preceding discussion is only a summary and is qualified in
its entirety by reference to the Purchase Agreement, a copy of
which will be included as an exhibit to the Company's Annual
Report on Form 10-K for the year ended March 31, 2001 and
incorporated herein by this reference.

Item 7.  Financial Statements, Pro Forma Financial Information
and Exhibits

     (a)  Financial Statements of the Business Acquired

          Not applicable

     (b)  Pro Forma Financial Information

          Not Applicable

     (c)  Exhibits

          Number              Description

          Exhibit 99          Press release issued February 9,
                              2001 regarding the acquisition of
                              Porges S.A.

                           SIGNATURES

       Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

                         MENTOR CORPORATION

Date:  February 20, 2001 /s/CHRISTOPHER J. CONWAY
                         Christopher J. Conway, Chairman
                         Chief Executive Officer and President

Date:  February 20, 2001 /s/ADEL MICHAEL
                         Senior Vice President
                         Chief Financial Officer

                                                       EXHIBIT 99

         Mentor Acquires Leading French Urology Company

SANTA BARBARA, California, February 9, 2001 - Mentor Corporation
(NASDAQ: MNTR) announced today that it has completed the
acquisition of Porges S.A., a subsidiary of Sanofi-Synthelabo.
The transaction was valued at EUR 35 million, or about $32
million.

Porges is a manufacturer of urological products, supplying a
complete range of products for the urological surgeon, including
diagnostic tools and various devices for surgery and for
postoperative follow-up.  Porges holds the leading market share
for urological products in France and has a strong position
throughout Europe.  The company's sales last year were EUR 46
million, or about $42 million.

Porges has headquarters in Paris, with manufacturing facilities
in Sarlat, France, and marketing subsidiaries in eight countries
in Europe, plus one in Japan.

"I am very excited about this acquisition," said Christopher J.
Conway, president of Mentor.  "We believe that Porges and Mentor
will be a powerful combination in the global urology market.  Our
product lines are complementary and together we have the broadest
and most advanced line of urological products in the world.  Our
combined sales of products in this market exceed $150 million.

"The opportunities for growth with our shared technologies and
markets are considerable," Conway said.  "Porges provides an
ideal platform for the European launch of new Mentor products
like the Suspendr incontinence implant and our brachytherapy
line.  Likewise, Mentor will begin actively marketing the Porges
product line, which is not currently distributed in the U.S."

With sales of EUR 6 billion in 2000 and 29,000 employees in more
than 100 countries, Sanofi-Synthelabo ranks among the world's top
20 pharmaceutical companies.

Mentor Corporation develops and manufactures specialized medical
products, which it markets throughout the world.  This release
contains, in addition to historical information, forward-looking
statements.  Such statements are based on management's current
expectations and are subject to a number of uncertainties and
risks that could cause actual results to differ materially from
those described in the forward-looking statements.  Factors that
may cause such a difference include, but are not limited to,
those described in the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 2000.