SECURITIES AND EXCHANGE COMMISSION
                         Washington D.C.
                                
                            FORM 10-Q
                                
                                
           Quarterly Report Under Section 13 or 15(d)
             Of the Securities Exchange Act of 1934
                                
                                
For Quarter Ended June 30. 1997    Commission File Number  0-7955


                       Mentor Corporation
     (Exact name of registrant as specified in its charter)


      Minnesota                            41-0950791
(State of Incorporation) (I.R.S. Employer Identification Number)


5425 Hollister Avenue, Santa Barbara, California          93111
       (Address of Principal Executive Offices)        (Zip Code)


Registrant's Telephone Number:     (805) 681-6000



Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 of 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months or
for such shorter period that the registrant was required to file
such reports and (2) has been subject to such filing requirements
for the past 90 days.

                    Yes  X                 No

The number of shares outstanding for each of the Issuer's classes
of common stock as of August 13, 1997 was:

          Common stock, $.10 par value 24,879,048 shares


                       Mentor Corporation
                                
                              INDEX
                                

Part I.  Financial Information

Item 1.  Financial Statements (unaudited)

     Condensed Consolidated Statements of Financial
          Position -- June 30, 1997 and March 31,1997...... 3-4
          Consolidated Statements of Income -- Three Months
               Ended June 30, 1997 and 1996................ 5
          Condensed Consolidated Statements of Cash Flows --
               Three Months Ended June 30, 1997 and 1996... 6
          Notes to Condensed Consolidated Financial Statements--
               June 30, 1997............................    7-8

Item 2.  Management's Discussion and Analysis of Results of
          Operations and Financial Condition............... 9-11


Part II. Other Information

     Item 1.  Legal Proceedings...........................  12
     Item 2.  Changes in Securities........................ 12
     Item 3.  Defaults upon Senior Securities.............. 12
     Item 4.  Submission of Matters to a Vote of
               Security Holders ..........................  12
     Item 5.  Other Information............................ 12
     Item 6.  Exhibits and Reports on Form 8-K............. 12

List of Exhibits

     11.  Statement Regarding Computation of Per Share Earnings

<PAGE>
                       Mentor Corporation
     Condensed Consolidated Statements of Financial Position
                June 30, 1997 and March 31, 1997
                           (Unaudited)

                                         June 30,    March 31,
(dollars in thousands)                     1997        1997
                                             
ASSETS                                                        
Current assets:                                                
  Cash and marketable securities         $  35,404    $  27,808
  Accounts receivable, net                  38,609       37,961
  Inventories                               40,017       38,205
  Deferred income taxes                     10,333        6,282
  Other                                      1,886        5,502
                                                     
    Total current assets                   126,249      115,758
                                                               
Property, plant and equipment,                                 
  net of accumulated depreciation           32,466       31,328
                                                               
Other assets:                                                  
  Patents, licenses, and trademarks    
     net of accumulated amortization         4,357        4,616
  Goodwill, net of accumulated              14,071       14,218
     amortization
  Other assets                               2,574          725
                                            21,002       19,559
Total assets                            $  179,717    $ 166,645


See Notes to Condensed Consolidated Financial Statements

<PAGE>
                       Mentor Corporation
     Condensed Consolidated Statements of Financial Position
                June 30, 1997 and March 31, 1997
                           (Unaudited)

                                             June 30,     March 31,
(dollars in thousands)                         1997          1997
                                                                   
LIABILITIES AND SHAREHOLDERS' EQUITY                               
Current liabilities:                                                
  Accounts payable                           $  4,336         $ 4,443
  Accrued compensation                          6,554           8,560
  Income taxes payable                          6,722              90
  Dividends payable                               627             628
  Sales returns                                 5,795           5,791
  Other accrued liabilities                     9,404           8,025
  Current portion of long term debt                49              50
                                                            
    Total current liabilities                  33,487          27,587
                                                            
Long-term deferred taxes                        1,415             701
Long-term debt                                      _               8
                                                            
Shareholders' equity:                                      
  Common shares, $.10 par value:                            
   Authorized-- 50,000,000 shares                           
   Issued and outstanding:                                  
   24,810,900 shares at June 30, 1997                       
   24,806,748 shares at March 31, 1997          2,481           2,481
    Capital in excess of par                   33,934          34,565
      Cumulative translation adjustment          (777)          (693)
      Retained earnings                       109,177         101,996
        Shareholders' equity                  144,815         138,349
                                                                   
Total liabilities and shareholders' equity   $179,717        $166,645


See Notes to Condensed Consolidated Financial Statements

<PAGE>
                        Mentor Corporation
                Consolidated Statements of Income
            Three Months Ended June 30, 1997 and 1996
                           (Unaudited)
                                
                                
(in thousands, except per share data)       1997           1996
                                                                  
Net sales                               $   55,291     $  50,388
Costs and expenses:                                  
  Cost of sales                             18,275        16,653
  Selling, general and administrative       20,309        18,838
  Research and development                   5,109         4,052
                                            43,693        39,543
                                                     
Operating income                            11,598        10,845
  Interest expense                             (11)         (212)
  Interest income                              324           210
  Other expense                                (70)          (53)
Income before income taxes                  11,841        10,790
  Income taxes                               4,038         3,701
                                                     
Net income                              $    7,803     $   7,089
                                                                  
Earnings per share:                                  
                                        $      .30     $     .27
                                
See notes to consolidated financial statements

<PAGE>                                
                       Mentor Corporation
         Condensed Consolidated Statements of Cash Flows
            Three Months Ended June 30, 1997 and 1996
                           (Unaudited)
                                

(in thousands)                         1997         1996
                                                             
Cash flows from operating            $  13,935    $   7,839
activities
                                                
Cash flows from investing                       
activities:
   Purchase of property,                (3,111)      (3,909)
equipment, and intangibles
   Reduction of notes receivable            40          (17)
   Investment in marketing partner      (2,006)           _
                                        (5,077)      (3,926)
                                                
Cash flows from financing                       
activities:
   Exercise of stock options               890          401
   Dividends paid                         (624)         (622)
   Reduction of long-term debt              (9)         (195)
   Repurchase of common stock           (1,519)       (1,686)
                                        (1,262)       (2,102)
                                                             
Increase in cash, cash                          
equivalents, and marketable                     
securities                               7,596         1,811
                                                             
Cash at beginning of period             27,808        18,541
                                                
Cash at end of period                $  35,404    $   20,352

See notes to consolidated financial statements

<PAGE>
                       Mentor Corporation
      Notes to Condensed Consolidated Financial Statements
                          June 30, 1997

Note A

Inventories at June 30, 1997 and March 31, 1997, consisted of:

                            June 30        March 31
                                 (In thousands)

Raw materials             $     13,317   $     12,477
Work in process                  6,453          5,379
Finished goods                  20,247         20,349
                          $     40,017   $     38,205


Note B

Primary earnings per share is computed based on the weighted
average number of Common Stock and Common Stock equivalents
outstanding during the period.  Common Stock equivalents
represent the dilutive effect of the assumed exercise of certain
outstanding options.  The difference between primary and fully
diluted earnings per share was not material.

Note C

The amounts set forth in the accompanying statements are
unaudited but, in the opinion of management, reflect all
adjustments (consisting only of normal accruals) necessary for a
fair statement of the results of operations for the periods
presented.  Operating results for the three month period ended
June 30, 1997 are not necessarily indicative of the results that
may be expected for the year ended March 31, 1998.  It is
suggested that the condensed consolidated financial statements
included herein be read in conjunction with the Company's annual
report on form 10-K for the year ended March 31, 1997.

Note D

The Company's three quarterly interim reporting periods are each
approximately thirteen week periods ending on the Friday nearest
the end of the third calendar month.  The fiscal year end remains
March 31.  To facilitate ease of presentation, each interim
period is shown as if it ended on the last day of the appropriate
calendar month.  The actual dates on which each quarter ended are
shown below:

                       Fiscal 1998         Fiscal 1997
                                           
First Quarter          June 30, 1997       June 30, 1996
Second Quarter         September 26, 1997  September 29, 1996
Third Quarter          January 2, 1998     December 29, 1996



<PAGE>
                       Mentor Corporation
       Management's Discussion and Analysis of Results of
               Operations and Financial Condition


Except for the historical information contained herein, the
matters discussed in this Management's Discussion are forward-
looking statements, the accuracy of which is necessarily subject
to risks and uncertainties.  Actual results may differ
significantly from the discussion of such matters in the forward
looking statements.  Potential risks and uncertainties include,
without limitation, those mentioned in this report and, in
particular, the factors described under "Factors That May Affect
Future Results of Operations" in the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1997.


RESULTS OF OPERATIONS

Sales

Sales for the three months ended June 30, 1997 increased 10% to
$55.3 million, compared to $50.4 million the prior year.  Growth
was particularly strong in sales of plastic surgery products,
continuing trends of the past several quarters.

                         Sales by Principal Product Line
                                
                           For the Three Months Ended
                                    June 30,
                                                Percent
                            1997      1996      Change
                                               
Plastic surgery products  $ 31,799   $ 27,187    17.0%
Urology products            14,762     14,261     3.5%
Ophthalmology products       8,730      8,940    (2.3)%
                          $ 55,291   $ 50,388     9.7%
                                
During the quarter, the Company announced two new product
alliances.  The first is directed toward treatment of prostate
cancer using radioactive seeds.  The Company will be the world
wide marketing partner for seeds produced by North American
Scientific, Inc.  The second agreement is with PerImmune, Inc.,
under which the Company will be the exclusive world-wide
marketing partner for a bladder cancer test developed and
manufactured by PerImmune.  The Company anticipates product sales
in each of these areas by the end of the year.
                                
                                
Cost of Sales
                                
Cost of sales was 33.1% for the three months ended June 30, 1997,
relatively flat compared to 33.0% for the same period last year.
                                
                                
Selling, General and Administrative Expenses
                                
Selling, General and Administrative expenses decreased to 36.7%
of sales in the quarter compared to 37.4% in the previous year.
The Company is seeing productivity improvements in several of its
administrative areas.
                                
                                
Research and Development
                                
Research and development expenses were 9.2% of sales for the
first quarter, compared to 8.0% for the prior year.  The Company
continues to spend substantial funds on its premarket approval
applications ("PMAAs") for its saline breast implants, silicone
gel filled breast implants, and penile implants.  The Company is
committed to a variety of clinical and laboratory studies in
connection with these products.  Other major products under
development include Urethrin, a product for treating urinary
incontinence, an ultrasonic assisted liposuction device and an
alternate filler breast implant.
                                
                                
Interest and Other Income and Expense
                                
Interest expense decreased $201 thousand in the quarter over the
prior year.  Included in interest expense last year was $189
thousand for the quarter ($379 thousand for fiscal year 1997) in
imputed interest on the Litigation Settlement Obligation.  The
imputed interest ceased following the final payment on the
obligation in September 1996.
                                
Interest income increased from $210 thousand last year to $324
thousand this year, resulting from higher cash balances.
                                
Income Taxes
                                
The effective rate of corporate income taxes was 34.1% for the
quarter, compared to 34.3% in the same period a year ago.
                                
Net Income
                                
Net earnings per primary share increased to $.30 for the three
months ended June 30, 1997, compared to $.27 last year, due to
the increased sales.
                                
                                
LIQUIDITY AND CAPITAL RESOURCES
                                
At June 30, 1997, the Company's working capital was $93 million
compared to $88 million at March 31, 1997.  The Company's working
          capital needs were provided from operations.
                                
The Company generated $13.9 million of cash from operations
during the three months ended June 30, 1997, compared to $7.8
million the previous year.  The increase was caused by higher net
income, increased depreciation, collection of certain receivables
and an overall increase in current liabilities when compared to
last year.
                                
The Company anticipates investing approximately $12 million in
facilities and capital equipment in fiscal 1998.  The majority of
the expenditures will be to increase capacity at the Company's
manufacturing facilities in Puerto Rico, Texas and Minneapolis.
                                
During the first quarter of fiscal 1998, the Company entered into
two new product alliances.  As part of the agreement with North
American Scientific, the Company took a $1 million equity
position, and will be investing an additional $2 million upon
completion of certain milestones by North American.  Similarly,
the Company has taken a $1 million equity position in PerImmunne,
its marketing partner for a anew bladder cancer test.
                                
For the past several years, the Company has paid a quarterly cash
dividend of $.025 per share.  At the indicated rate of $.10 per
year, the aggregate annual dividend would equal approximately
$2.5 million.
                                
The Company's Board of Directors has authorized the repurchase of
up to 1,000,000 shares of Common Stock.  The shares purchased and
retired under this program will be used to offset stock options
previously granted to employees of the Company under existing
stock option plans.  During the first quarter of fiscal 1998, the
Company repurchased 69,500 shares for consideration of $1.5
million.
                                
The Company's principal source of liquidity at June 30, 1997
consisted of $35 million in cash and marketable securities plus
$15 million available under a line of credit.
                                
                                
<PAGE>
PART II
                                
Item 1.   Legal Proceedings
                                
In regards to the litigation reported in Item 3 of the
annual report on Form 10-K for the fiscal year ended March 31,
1997, there have been no material changes.
                                
Item 2.   Changes in Securities
                                
No changes have been made in any registered securities.
                                
Item 3.   Defaults Upon Senior Securities
                                
No event constituting a material default has occurred
respecting any senior security of the Registrant.
                                
Item 4.   Submission of Matters to a Vote of Security Holders
                                
None
                                
Item 5.   Other Information
                                
None
                                
Item 6.   Exhibits and Reports on Form 8-K
                                
Exhibit 11     Statement regarding computation of Per Share
               Earnings

Pursuant to the requirement of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
                                
                                
                       MENTOR CORPORATION
                          (Registrant)
                                
                                
DATE:     August 14, 1997               BY:   /s/ANTHONY R. GETTE
          Anthony R. Gette
          President and
          Chief Operating Officer
                                
                                
                                
DATE:     August 14, 1997               BY:   /s/GARY E. MISTLIN
          Gary E. Mistlin
          Chief Financial Officer
                                

<PAGE>
                           EXHIBIT 11
               MENTOR CORPORATION AND SUBSIDIARIES
      STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
            (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                          Three Months Ended
                                               June 30,
                                           1997        1996
PRIMARY:                                            
Primary Earnings                         $  7,803    $  7,089
                                                    
Average Shares Outstanding                 24,782      24,847
                                                    
Net effect of dilutive stock options -              
based on the treasury stock method                  
using average stock market price            1,345       1,454
                                                    
Total Shares for Primary Earnings          26,128      26,301
                                                    
Primary Earnings Per Share               $   0.30    $   0.27
                                                    
FULLY DILUTED:                                      
Primary Earnings                         $  7,803    $  7,089
                                                    
Interest and Related Expenses on 6 3/4%             
debentures eliminated                           _          _
                                                    
Fully diluted earnings                   $  7,803    $  7,089
                                                    
Average Shares Outstanding                 24,782      24,847
                                                    
Net effect of dilutive stock options -              
based on the treasury stock method                  
using the higher of ending and average              
stock market prices                         1,529       1,529
                                                    
Additional shares issued in assumed                 
conversion of 6 3/4% debentures at                  
16.50 per share                                 _           _
                                                    
Total shares for fully diluted             26,311      26,376
Fully Diluted Earnings Per Share          $  0.30     $  0.27