**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549

**FORM 10-Q**

(Mark One)

x  QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended**June 30, 2005**

or

TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For thetransition period from                    to                    

Commission File No. 0-7955

**MENTOR CORPORATION**(Exact Name ofRegistrant as Specified in its Charter)

| Minnesota                                                       |  | 41-0950791                        |
|-----------------------------------------------------------------|--|-----------------------------------|
| (State or other jurisdiction of  incorporation or organization) |  | (IRS Employer Identification No.) |

**201 Mentor Drive, Santa Barbara, California 93111**(Address of Principal Executive Offices) (Zip Code)**(805) 879-6000**(Registrant's telephone number including area code)

Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or such shorterperiod that the Registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  Yes x    No o

Indicate by check mark whether the Registrant isan accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes x    No o

As of August 5, 2005 there were approximately 43,138,344Common Shares, $.10 par value per share, outstanding. 

----

**MENTOR CORPORATION**

**INDEX**

| Part I. Financial Information |
|-------------------------------|
| Item 1.                       | Financial  Statements: |
|                               | Consolidated  Balance Sheets (unaudited) - June 30, 2005  and March 31, 2005 |
|                               | Consolidated  Statements of Income (unaudited) - Three Months Ended June 30, 2005 and 2004 |
|                               | Consolidated  Statements of Cash Flows (unaudited) - Three Months Ended June 30, 2005 and 2004 |
|                               | Notes to  Consolidated Financial Statements - June 30, 2005 |
| Item 2.                       | Management's  Discussion and Analysis of Financial Condition and Results of Operations |
| Item 3.                       | Quantitative  and Qualitative Disclosures About Market Risk |
| Item 4.                       | Controls  and Procedures |
| Part  II. Other Information   |
| Item 1.                       | Legal  Proceedings |
| Item 2.                       | Unregistered  Sales of Equity Securities and Use of Proceeds |
| Item 3.                       | Defaults  upon Senior Securities |
| Item 4.                       | Submission  of Matters to a Vote of Security Holders |
| Item 5.                       | Other  Information |
| Item 6.                       | Exhibits |

| 2 |
|---|

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**PART I - FINANCIAL INFORMATION**

**Item 1.  ConsolidatedFinancial Statements**

| Mentor Corporation                               |
|--------------------------------------------------|
| Consolidated Balance Sheets                      |
| (Unaudited)                                      |
|                                                  |  |  |  |  |
| (in  thousands, except share data)               | **June 30,** | March 31, |
| **2005**                                         | 2005 |
| **Assets**                                       | ** ** | ** ** |
| Current  assets:                                 | ** ** | ** ** |
|   Cash  and cash equivalents           | **$** | **136,395 ** | $ | 76,666  |
|   Marketable  securities               | **34,275 ** | 36,228  |
|   Accounts  receivable, net            | **109,227 ** | 110,749  |
|   Inventories                          | **72,450 ** | 74,679  |
|   Deferred  income taxes               | **24,207 ** | 23,976  |
|   Prepaid  income taxes                | **7,566 ** | 1,500  |
|   Prepaid  expenses and other          | **15,484 ** | 15,074  |
| Total  current assets                            | **399,604 ** | 338,872  |
|                                                  | ** ** |  |
| Property  and equipment, net                     | **68,197 ** | 72,287  |
| Intangible  assets, net                          | **30,871 ** | 32,155  |
| Goodwill,  net                                   | **23,392 ** | 24,080  |
| Other  assets                                    | **10,225 ** | 10,207  |
|                                                  | **$** | **532,289 ** | $ | 477,601  |
| See notes  to consolidated financial statements. | ** ** |  |

| 3 |
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| Mentor Corporation                                                               |
|----------------------------------------------------------------------------------|
| Consolidated Balance Sheets                                                      |
| (Unaudited)                                                                      |
| (in  thousands, except share data)                                               | **June 30,** | March 31, |
| **2005**                                                                         | 2005 |
| **Liabilities  and shareholders' equity**                                        | ** ** |  |
| Current  liabilities:                                                            | ** ** |  |
|   Accounts  payable                                                    | **$** | **31,894 ** | $ | 31,290  |
|   Accrued  compensation                                                | **33,933 ** | 28,680  |
|   Warranty  and related reserves                                       | **26,524 ** | 25,728  |
|   Short-term  bank borrowings                                          | **9 ** | 3,182  |
|   Sales  returns                                                       | **13,144 ** | 13,612  |
|    Deferred revenue                                                         | **10,272 ** | 10,111  |
|   Income  taxes payable                                                | **- ** | 2,917  |
|   Current  portion of purchase price related to acquired               | **1,167 ** | 1,812  |
|       technologies  and acquisitions               |
|   Interest  payable                                                    | **72 ** | 1,083  |
|   Dividends  payable                                                   | **7,311 ** | 6,927  |
|   Other                                                                | **17,030 ** | 16,517  |
| Total  current liabilities                                                       | **141,356 ** | 141,859  |
|                                                                                  | ** ** |  |
| Long-term  accrued liabilities                                                   | **10,056 ** | 10,587  |
| Convertible  subordinated notes                                                  | **150,000 ** | 150,000  |
|                                                                                  | ** ** |  |
| Shareholders'  equity:                                                           | ** ** |  |
|   Common  Stock, $.10 par value:                                       | ** ** |  |
|     Authorized  - 150,000,000 shares; Issued and outstanding | ** ** |  |
|     43,027,472  shares at June 30,   2005;                   | ** ** |  |
|     40,745,626  shares at March 31,   2005;                  | **4,303 ** | 4,075  |
|   Capital  in excess of par value                                      | **57,106 ** | 8,419  |
|    Accumulated other comprehensive income                                   | **16,805 ** | 25,162  |
|   Retained  earnings                                                   | **152,663 ** | 137,499  |
|                                                                                  | **230,877 ** | 175,155  |
|                                                                                  | **$** | **532,289 ** | $ | 477,601  |
| See notes  to consolidated financial statements.                                 | ** ** |  |

| 4 |
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| Mentor Corporation                                                                                                                                                                                                                                                                      |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Consolidated Statements of Income                                                                                                                                                                                                                                                       |
| Three Months Ended June 30, 2005 and 2004                                                                                                                                                                                                                                               |
| (Unaudited)                                                                                                                                                                                                                                                                             |
| (in  thousands, except per share data)                                                                                                                                                                                                                                                  | **2005** | 2004 |
|                                                                                                                                                                                                                                                                                         | ** ** |  |
| Net sales                                                                                                                                                                                                                                                                               | **$** | **135,311 ** | $ | 122,432  |
| Cost of  sales                                                                                                                                                                                                                                                                          | **45,790 ** | 43,975  |
| Gross  profit                                                                                                                                                                                                                                                                           | **89,521 ** | 78,457  |
|                                                                                                                                                                                                                                                                                         | ** ** |  |
| Selling,  general and administrative expense                                                                                                                                                                                                                                            | **47,619 ** | 43,252  |
| Research  and development expense                                                                                                                                                                                                                                                       | **8,037 ** | 8,030  |
|                                                                                                                                                                                                                                                                                         | **55,656 ** | 51,282  |
|                                                                                                                                                                                                                                                                                         | ** ** |  |
| Operating  income                                                                                                                                                                                                                                                                       | **33,865 ** | 27,175  |
|    Interest expense                                                                                                                                                                                                                                                                | **(1,416)** | (1,408) |
|    Interest income                                                                                                                                                                                                                                                                 | **738 ** | 415  |
|    Other income (expense), net                                                                                                                                                                                                                                                     | **46 ** | (188) |
| Income  before income taxes                                                                                                                                                                                                                                                             | **33,233 ** | 25,994  |
| Income  taxes                                                                                                                                                                                                                                                                           | **10,758 ** | 8,340  |
| Net  income                                                                                                                                                                                                                                                                             | **$** | **22,475 ** | $ | 17,654  |
|                                                                                                                                                                                                                                                                                         | ** ** |  |
| Basic  earnings per share                                                                                                                                                                                                                                                               | **$** | **0.53 ** | $ | 0.42  |
| Diluted  earnings per share1                                                                                                                                                                                                                                                            | **$** | **0.47 ** | $ | 0.37  |
| Dividends  per share                                                                                                                                                                                                                                                                    | **$** | **0.17 ** | $ | 0.15  |
|                                                                                                                                                                                                                                                                                         | ** ** |  |
| Weighted  average shares outstanding                                                                                                                                                                                                                                                    | ** ** |  |
| Basic                                                                                                                                                                                                                                                                                   | **42,234 ** | 42,163  |
| Diluted1                                                                                                                                                                                                                                                                                | **49,423 ** | 50,157  |
|                                                                                                                                                                                                                                                                                         |  |  |
| See notes  to consolidated financial statements.                                                                                                                                                                                                                                        |  |  |
|                                                                                                                                                                                                                                                                                         |  |  |
|                                                                                                                                                                                                                                                                                         |  |  |
| 1 We adopted the provisions of EITF 04-8 in December 2004  which requires that the dilutive impact of contingently issuable shares from  our $150 million of convertible subordinated notes be included in the diluted  earnings per share calculation, on a retrospective basis.  |

| 5 |
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| Mentor Corporation                                                        |
|---------------------------------------------------------------------------|
| Consolidated Statements of Cash  Flows                                    |
| Three Months Ended June 30, 2005 and 2004                                 |
| (Unaudited)                                                               |
| (in  thousands)                                                           |  |  |
|                                                                           | **2005** | 2004 |
| **Operating  Activities:**                                                | ** ** |  |
| Net  income                                                               | **$** | **22,475 ** | $ | 17,654  |
| Adjustments  to derive cash flows from operating activities:              | ** ** |  |
|   Depreciation                                                  | **3,714 ** | 3,584  |
|   Amortization                                                  | **1,048 ** | 1,177  |
|   Deferred  income taxes                                        | **58 ** | 122  |
|   Tax  benefit from exercise of stock options                   | **18,406 ** | 1,899  |
|   Loss  on sale of assets                                       | **24 ** | 1,360  |
|   Imputed  interest on long-term liabilities                    | **- ** | 15  |
| Changes  in operating assets and liabilities:                             | ** ** |  |
|   Accounts  receivable                                          | **(1,438)** | (662) |
|   Inventories                                                   | **(744)** | (2,263) |
|   Prepaid  income taxes and other current assets                | **(11,207)** | 265  |
|   Accounts  payable and accrued liabilities                     | **7,954 ** | (1,632) |
|   Income  taxes payable                                         | **- ** | 4,321  |
| Net cash  provided by operating activities                                | **40,290 ** | 25,840  |
|                                                                           | ** ** |  |
| **Investing  Activities:**                                                | ** ** |  |
| Purchases  of property and equipment                                      | **(2,101)** | (1,490) |
| Purchases  of intangibles                                                 | **- ** | (1,512) |
| Purchases  of marketable securities                                       | **(97,464)** | (50,835) |
| Sales of  marketable securities                                           | **100,155 ** | 25,006  |
| Net cash  provided by (used) for investing activities                     | **590 ** | (28,831) |
|                                                                           | ** ** |  |
| **Financing  Activities:**                                                | ** ** |  |
| Proceeds  from exercise of stock options                                  | **30,508 ** | 2,643  |
| Dividends  paid                                                           | **(6,927)** | (6,346) |
| Borrowings  (repayments) under line of credit   agreements, net | **(3,199)** | 345  |
| Net cash  (used) provided by financing activities                         | **20,382 ** | (3,358) |
| Effect of  currency exchange rates on cash and cash                       | **(1,533)** | (8) |
|     equivalents                                                 |
| Increase  (decrease) in cash and cash equivalents                         | **59,729 ** | (6,357) |
| Cash and  cash equivalents at beginning of year                           | **76,666 ** | 118,225  |
| Cash and  cash equivalents at end of period                               | **$** | **136,395 ** | $ | 111,868  |
|                                                                           | ** ** |  |
| See notes  to consolidated financial statements.                          | ** ** |  |

| 6 |
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**MENTORCORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSJune 30, 2005**

**Note A - Business Activity**

MentorCorporation was incorporated in April 1969.  Unless the context indicatesotherwise, when we refer to "Mentor," "we," "us,""our," or the "Company" in this Form 10-Q, we are referringto Mentor Corporation and its subsidiaries on a consolidated basis.  Wedevelop, manufacture and market a broad range of products serving the medicalspecialties market.  Our products are utilized by three primary segments,aesthetic and general surgery (plastic and reconstructive surgery), surgicalurology, and clinical and consumer healthcare.  Aesthetic and general surgery productsinclude surgically implantable prostheses for plastic and reconstructivesurgery, capital equipment and consumables used for soft tissue aspiration orbody contouring (liposuction), and the recently introduced non-animal based,hyaluronic acid dermal filler.  Surgical urology products include surgicallyimplantable prostheses for the treatment of impotence, surgically implantableincontinence products, urinary care products and brachytherapy seeds for thetreatment of prostate cancer.  Clinical and consumer healthcare productsinclude catheters and other products for the management of urinary incontinenceand retention. 

**Note B - Summary of Significant Accounting Policies**

The consolidated financial statementsinclude the accounts of the Company and all of its subsidiaries in which acontrolling interest is maintained.  For those subsidiaries where theCompany owns less than 100%, the outside shareholders' interests are treated asminority interests.  All inter-company accounts and transactions have beeneliminated.  Certain prior year amounts in previously issued financialstatements have been reclassified or restated to conform to the current yearpresentation.  

**Basis ofPresentation**

Thefinancial information for the three months ended June 30, 2005 and 2004 isunaudited, but includes all adjustments (consisting only of normally recurringaccruals, unless otherwise indicated) that the Company considers necessary fora fair presentation of the results of operations for these periods.  Interimresults are not necessarily indicative of results for the full fiscal year. ** **

**Use of Estimates**

Financialstatements prepared in accordance with accounting principles generally acceptedin the United States require management to makeestimates and judgments that affect amounts and disclosures reported in thefinancial statements.  Actual results could differ from those estimates. A discussion of the Company's significant accounting policies is described inthe "Application of Critical AccountingPolicies" section of "Management's Discussion and Analysis of FinancialCondition and Results of Operations."

**Effects of Recent Accounting Pronouncements**

InMay 2005, the Financial Accounting Standards Board ("FASB") issuedStatement of Financial Accounting Standards (SFAS) No. 154, Accounting Changes and Error Corrections,which replaces APB Opinion No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. This pronouncement applies toall voluntary changes in accounting principle, and revises the requirements foraccounting for and reporting a change in accounting principle. SFAS No. 154requires retrospective application to prior periods' financial statements of avoluntary change in accounting principle, unless it is impracticable to do so.This pronouncement also requires that a change in the method of depreciation,amortization, or depletion for long-lived, non-financial assets be accountedfor as a change in accounting estimate that is effected by a change inaccounting principle. SFAS No. 154 retains many provisions of APB Opinion 20without change, including those related to reporting a change in accountingestimate, a change in the reporting entity, and correction of an error. Thepronouncement also carries forward the provisions of SFAS No. 3 which governreporting accounting changes in interim financial statements. SFAS No. 154 iseffective for accounting changes and corrections of errors made in fiscal yearsbeginning after December 15, 2005. TheStatement does not change the transition provisions of any existing accountingpronouncements, including those that are in a transition phase as of theeffective date of SFAS No. 154. The Company intends to apply the provisions ofthis statement effective April 1, 2006.

| 7 |
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InDecember 2004, the FASB issued FASB Staff Position (FSP) No. 109-1- Applicationof SFAS No. 109, Accounting for Income Taxes, to the TaxDeduction on Qualified Production Activities Provided by the American JobsCreation Act of 2004 (FSP No. 109-1). The FSP provides that the Deduction onQualified Production Activities will be treated as a "special deduction" asdescribed in SFAS No. 109, Accounting forIncome Taxes.  Accordingly, the tax effect of this deduction will be reportedas a component of the Company's tax provision and will not have an effect ondeferred tax assets and liabilities. The Company anticipates that theDepartment of the Treasury may issue clarifying guidance with respect to theDeduction on Qualified Production Activities. The adoption of FSP No. 109-1 isnot expected to have a material effect on the Company's consolidated financialstatements; however, the Company will continue to evaluate the tax effect ofthe special deduction as further guidance is issued by the Department of theTreasury. 

InDecember 2004, the FASBissued Statement of Financial AccountingStandards ("SFAS") No. 123 (revised 2004), "Share-Based Payment," ("SFAS123(R)").  SFAS 123(R) replaces FASB Statement No. 123, Accounting for Stock-Based Compensation, andsupersedes Accounting Principles Board ("APB") OpinionNo. 25, Accounting for Stock Issued to Employees.  SFAS123(R) covers a wide range of share-based compensation arrangements andrequires that the compensation cost related to these types of paymenttransactions be recognized in financial statements.  Cost will be measuredbased on the fair value of the equity or liability instruments issued.

InMarch 2005, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 107 ("SAB 107") whichprovides guidance regarding the application of SFAS 123(R).  SAB 107 expresses views of the Staff regarding theinteraction between SFAS No. 123(R), Share-Based Payment, and certain SEC rules and regulations, and provides the Staff'sviews regarding the valuation of share-based payment arrangements for publiccompanies.  In particular, SAB 107provides guidance related to share-based payment transactions withnonemployees, the transition from nonpublic to public entity status, valuationmethods (including assumptions such as expected volatility and expected term),the accounting for certain redeemable financial instruments issued undershare-based payment arrangements, the classification of compensation expense,non-GAAP financial measures, first-time adoption of SFAS 123(R) in an interimperiod, capitalization of compensation cost related to share-based paymentarrangements, the accounting for income tax effects of share-based paymentarrangements upon adoption of SFAS 123(R), the modification of employee share optionsprior to adoption of SFAS 123(R), and disclosures in Management's Discussionand Analysis subsequent to adoption of SFAS 123(R).

OnApril 14, 2005, the SEC approved a new rule thatdelays the effective date for SFAS 123(R) to annual periods beginning after June 15, 2005, thereby rendering it effective asto the Company on April 1, 2006.  The adoptionof SFAS 123(R) on April 1, 2006 is expected tohave a material impact on the Company's consolidated net income and earningsper share.  The Company has not completed its analysis of the impact of theadoption of 123(R); however, the effect of the adoption is estimated toapproximate that shown in Note K- "Stock Options" in the Notes to ConsolidatedFinancial Statements.

InNovember 2004, the FASBissued Statement No. 151, Inventory Costs, which amends the guidance in ARB No.43, Chapter 4, Inventory Pricing.  This amendment clarifies the accounting forabnormal amounts of idle facility expense, freight, handling costs and wastedmaterial (spoilage).  This Statement requires that those items be recognized ascurrent-period charges, regardless of whether they meet the criteria specifiedin ARB 43 of "so abnormal".  In addition, this Statement requires thatallocation of fixed production overheads to the costs of conversion be based onnormal capacity of the production facilities.  This Statement is effective forfinancial statements for fiscal years beginning after June 15, 2005.  The impact upon adoption of SFAS No. 151 is not expectedto have a material impact on the results of operations or the financialposition of the Company. 

InSeptember 2004, the FASB confirmed Emerging Issue Task Force ("EITF") Issue No.04-8, "The Effect of Contingently Convertible Debt on Diluted Earnings perShare," with an effective date of December 15, 2004.  The EITF reflects the TaskForce's conclusion that contingently convertible debt should be included indiluted earnings per share calculations, regardless of whether or not thetrigger price has been reached.  The Company adopted EITF 04-8 in the quarterended December 31, 2004 and retroactively applied itsprovisions to the interim periods ending June 30 and September 30, 2004 due to the Company's December 2003 issuance ofconvertible subordinated notes.  The impact of the EITF changed the dilutedearnings per share calculation by increasing net income used in the numeratorby the after-tax amount of interest expense related to the convertible notes(approximately $802,000 per quarter), and by increasing weighted average sharesoutstanding used in the denominator by approximately 5.1 million shares, thenumber of shares to be issued upon full conversion of the convertible notes. The effect of the restatement was a decrease in diluted earnings per share ofapproximately $0.02 cents per share for the interim periods ending June 30 and September 30, 2004.

| 8 |
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**Note C - InterimReporting**

TheCompany's three quarterly interim reporting periods are each thirteen-weekperiods ending on the Friday nearest the end of the third calendar month ofeach calendar quarter.  The fiscal year end remains March 31st. To facilitate ease of presentation, each interim period is shown as if it endedon the last day of the appropriate calendar month.  The actual dates foreach of the three interim quarters-ends are shown below:

|                 | Fiscal  2006         | Fiscal  2005        |
|-----------------|----------------------|---------------------|
| First  Quarter  | July 1,   2005       | July 2,   2004      |
| Second  Quarter | September   30, 2005 | October   1, 2004   |
| Third  Quarter  | December   30, 2005  | December   31, 2004 |

Theaccompanying unaudited consolidated financial statements for the three-monthperiods ended June 30, 2005 and 2004 have been prepared in accordance withaccounting principles generally accepted in the United States for interimfinancial information and with instructions to Form 10-Q and Article 10 ofRegulation S-X.  Accordingly, they do not include all of the informationand footnotes required by accounting principles generally accepted in the United States for complete financialstatements.  In the opinion of management, all adjustments (consistingonly of normally recurring accruals, unless otherwise indicated) considerednecessary for a fair presentation of the results of operations for theindicated periods have been included.  Certain amounts recorded inprevious periods have been reclassified or restated to conform to the currentperiod presentation.  Operating results for the three-month period ended June 30, 2005 are not necessarily indicative ofthe results for the full fiscal year. 

Thebalance sheet at March 31, 2005 has beenderived from the audited financial statements as of that date, but does notinclude all of the information and footnotes required by accounting principlesgenerally accepted in the United Statesfor complete financial statements.

Theconsolidated financial statements should be read in conjunction with theCompany's Annual Report on Form 10-K for the year ended March 31, 2005.** **

**Note D - Cash Equivalents, Marketable Securities, and Long-TermMarketable Securities and Investments**

Allhighly liquid investments with maturities of three months or less at the dateof purchase are considered to be cash equivalents.

TheCompany considers its marketable securities available-for-sale as defined inSFAS No. 115, "Accounting for Certain Investments in Debt andEquity Securities."  Realized gains and losses, and declines in valueconsidered to be other than temporary, are included in income.  The costof securities sold is based on the specific identification method.  Forshort-term marketable securities, there were no material realized or unrealizedgains or losses, nor were there any material differences between estimated fairvalues, based on quoted market prices, and the costs of securities in theinvestment portfolio as of June 30, 2005,and March 31, 2005.  Short-term investments,except auction rate securities, mature between three months and one year fromthe purchase date.  Auctionrate securities carry interest or dividend rates that reset every 28 days, buthave contractual maturities of greater than one year.  The Company's short-termmarketable securities consist primarily of money market mutual funds, U.S.,state and municipal government and government agency obligations, Federal HomeLoan Bank and Mortgage Association bonds, auction rate securities, andinvestment grade corporate obligations, including commercial paper. 

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**Available-for-saleinvestments at June 30, 2005 wereas follows**:

|                                                           | ** **        | **Gross**         | **Gross**      | **Estimated**     |
|-----------------------------------------------------------|-------------------|-------------------|----------------|-------------------|
|                                                           | **Adjusted**      | **Unrealized**    | **Unrealized** | **Fair**          |
| (in  thousands)                                           | **Cost**          | **Gains**         | **Losses**     | **Value**         |
| Cash  balances                                            | **$**             | **125,826 ** | **$**          | **- **       | **$** | **- ** | **$** | **125,826 ** |
| Money market  mutual funds                                | **10,569 **  | **- **       | **- **    | **10,569 **  |
| Marketable  equity securities                             | **161 **     | **- **       | **(18)**       | **143 **     |
| U.S., State and Municipal agency    obligations | **34,171 **  | **- **       | **(317)**      | **33,854 **  |
| Corporate  debt securities                                | **278 **     | **- **       | **- **    | **278 **     |
|    Total  available-for-sale investments   | **$**             | **171,005 ** | **$**          | **- **       | **$** | **(335)** | **$** | **170,670 ** |
|                                                           | ** **        | ** **        | ** **     | ** **        |
| Included  in cash and cash equivalents                    | **136,395 ** | **- **       | **- **    | **136,395 ** |
| Included  in current marketable   securities    | **34,610 **  | **- **       | **(335)**      | **34,275 **  |
|    Total  available-for-sale investments   | **$**             | **171,005 ** | **$**          | **- **       | **$** | **(335)** | **$** | **170,670 ** |

Available-for-saleinvestments at March 31, 2005 were asfollows:

|                 |          | Gross        | Gross      | Estimated |
|-----------------|----------|--------------|------------|-----------|
|                 | Adjusted | Unrealized   | Unrealized | Fair      |
| (in  thousands) | Cost     | Gains        | Losses     | Value     |
| Cash  balances  | $        | 68,598  | $          | -    | $
- 

$

68,598 
Money  market mutual funds
8,068 

- 

- 

8,068 
Marketable  equity securities
161 

- 

(18)

143 
U.S., State and Municipal agency    obligations
36,149 

- 

(342)

35,807 
Corporate  debt securities
278 

- 

- 

278 
   Total  available-for-sale investments
$

113,254 

$

- 

$

(360)

$

112,894 
Included  in cash and cash equivalents
76,666 

- 

- 

76,666 
Included  in current marketable   securities
36,588 

- 

(360)

36,228 
   Total  available-for-sale investments
$

113,254 

$

- 

$

(360)

$

112,894 

**Note E - Inventories**

Inventoriesare stated at the lower of cost or market, cost determined by the first-in,first-out (FIFO) method.  The Company writes down its inventory forestimated obsolescence or unmarketable inventory equal to the differencebetween the cost of inventory and the estimated market value based uponassumptions about future demand and market conditions.

Inventoriesat June 30, 2005 and March 31, 2005 consisted of:
(in  thousands)
**June 30,**

March 31,
Raw  materials
**$**

**14,120 **

$

14,155 
Work in  process
**12,193 **

12,055 
Finished  goods
**46,137 **

48,469 

**$**

**72,450 **

$

74,679 

 
10

**Note F - Property and Equipment**

Propertyand equipment is stated at cost.  Depreciation is based on the usefullives of the properties and computed using the straight-line method. Buildings are depreciated over 30 years, furniture and equipment over 3 to 10 yearsand leasehold improvements over the shorter of their estimated remaining livesor lease terms.  Significant improvements and betterments are capitalized,while maintenance and repairs are charged to operations as incurred.

Propertyand equipment at June 30, 2005 and March 31, 2005 consisted of:

(in  thousands)

**June 30,**

March 31,

Land

**$**

**560 **

$

574 

Buildings

**23,967 **

24,758 

Leasehold  improvements

**27,231 **

25,371 

Furniture,  fixtures and equipment

**108,438 **

109,325 

Construction  in progress

**2,129 **

4,562 

**162,325 **

164,590 

Less  accumulated depreciation

**(94,128)**

(92,303)

**$**

**68,197 **

$

72,287 

**Note G - Warranties**

The Company provides an accrual for the estimated cost ofproduct warranties and product liability claims at the time revenue isrecognized.  Such accruals are based on estimates, taking into considerationrelevant factors such as historical experience, warranty period, estimatedcosts, existence and levels of insurance and insurance retentions, identifiedproduct quality issues, if any, and, to a limited extent, information developedby the insurance company using actuarial techniques.  The Company assesses theadequacy of these accruals periodically and adjusts the amounts as necessarybased on actual experience and changes in future expectations.

Information on changes in the Company's accrued warrantiesand related reserves are as follows:

Three Months Ended

June 30,

(in  thousands)

**2005**

2004

Beginning  warranty and related reserves

**$**

**25,728 **

$

23,396 

Costs of  warranty claims

**(1,065)**

(1,101)

Accruals  for product warranties

**1,861 **

2,044 

Ending  warranty and related reserves

**$**

**26,524 **

$

24,339 

**Note H - Other Comprehensive Income**

Thecomponents of comprehensive income are listed below:

Three Months Ended

June 30,

(in  thousands)

**2005**

2004

Net  income

**$**

**22,475 **

$

17,654 

Foreign  currency translation adjustment

**(7,976)**

(42)

Unrealized  losses on marketable

**(381)**

(161)

  securities and  investment activities, net

Comprehensive  income

**$**

**14,118 **

$

17,451 

11

**Note I - IncomeTaxes**

The effective rate ofcorporate income taxes was 32.4% and 32.1% for the three-month periods endedJune 30, 2005 and 2004, respectively.   

We do not provide forU.S. income taxes on undistributed earnings of our foreign corporations that areintended to be invested indefinitely outside the United States. 

On October 22, 2004, the President of the United States signed the American Jobs CreationAct of 2004 (AJCA).  The AJCA created a temporary incentive for U.S. corporations to repatriate accumulated income earnedabroad by providing an 85 percent dividends received deduction for certaindividends from controlled foreign corporations.  The deduction is subject to anumber of limitations.  Further, uncertainty remains as to how to interpretnumerous provisions in the AJCA and additional technical clarification isexpected to be issued.  As such, the Company is currently evaluating theeffects of the repatriation provisions and our fiscal 2006 first quarterresults of operations do not reflect any impact relating to such repatriationprovisions.  For fiscal 2006, the Company is considering repatriation of up to$25.0 million in foreign profits, and the Company estimates the tax liabilityon the $25.0 million would be approximately $1.5 to $2.0 million.

**Note J - Earnings per Share**

Basicearnings per share is computed by dividing net income available to commonshareholders by the weighted average number of shares of the Company's commonshares outstanding during the period. Diluted earnings per share is calculatedin the same manner as basic earnings per share except that when the effect isdilutive, net income is increased by the after-tax interest expense on theCompany's convertible subordinated notes, and the number of shares outstandingis increased by potentially dilutive common shares outstanding during theperiod.  Potentially dilutive common shares consist of shares issuable underthe terms of employee stock options, warrants, and the 23⁄4% convertiblesubordinated notes.  A reconciliation of net income for basic earnings pershare to net income for diluted earnings per share and weighted average sharesoutstanding, used to calculate basic earnings per share, to weighted averageshares outstanding assuming dilution, used to calculate diluted earnings pershare, follow:

Three Months Ended

June 30,

(in  thousands)

**2005**

2004

Net  income: as reported1

**$**

**22,475 **

$

17,654 

Add back  after-tax interest expense on convertible notes

**802 **

802 

Net  income for numerator of diluted earnings per share

**$**

**23,277 **

$

18,456 

** **

1 Net income as reported includes  no compensation expense associated with stock options.
   
Three Months Ended

June 30,

(in  thousands, except per share data)

**2005**

2004

Weighted  average outstanding shares:  basic

**42,234 **

42,163 

Shares  issuable through exercise of stock options

**2,056 **

2,873 

Shares  issuable through convertible notes

**5,133 **

5,121 

Weighted  average outstanding shares:  diluted2

**49,423 **

50,157 

Basic  earnings per share

**$**

**0.53 **

$

0.42 

Diluted  earnings per share2

**$**

**0.47 **

$

0.37 

2 The Company adopted the provisions of EITF 04-8 in  December 2004 which requires that the dilutive impact of contingently  issuable shares from the Company's $150 million of convertible subordinated  notes be included in the diluted earnings per share calculation, on a  retrospective basis.

12

Sharesissuable through stock options are determined using the treasury stock method. Shares potentially issuable upon the conversion of the Company's 23⁄4%convertible subordinated notes are included in the calculation when the effectof the conversion would be dilutive on diluted earnings per share.  Thisinclusion of potentially issuable shares is required even when the notes arenot actually subject to conversion because the required conditions forconversion (described in Note O - "Long-Term Debt" below) have not beensatisfied.  The Company purchased a note hedge and sold warrants which, incombination, have the effect of reducing the dilutive impact of the convertiblenotes by effectively increasing the conversion price of the notes to thewarrant strike price of $39.3368 per share.  The convertible note hedge isalways excluded from the calculation of diluted earnings per share because itsimpact will always be anti-dilutive.  However, SFAS 128 requires that the dilutiveimpact of the warrants be included in diluted earnings per share using thetreasury stock method whenever the average price of the Company's common sharesexceeds the strike price of the warrants.  For example, using the treasury stock method, if the averageprice of our stock during the period ended June 30, 2005 had been $38.00, $43.00 or $49.00;the shares from the warrants to be included in diluted earnings per share wouldhave been zero, 426,000 and 1,002,000 shares, respectively.  The total number ofshares that could potentially be included under the warrants is 5.1 million.  Sincethe average share price of our stock during the quarter ended June 30, 2005 did not exceed the conversion priceof warrants, $39.3368, there was no impact of these warrants on diluted sharesor diluted earnings per share during that period.  The Company adopted theprovisions of EITF 04-8, "The Effect of Contingently Convertible Debt onDiluted Earnings per Share," in December 2004.  The EITF required the inclusionof contingently issuable shares in the calculation of diluted earnings pershare when the effect would be dilutive even if none of the required conditionsfor conversion were satisfied. In addition, the EITF required application onretrospective basis for all periods presented.  Accordingly, the dilutedearnings per share for the quarter ended June 30, 2004 were restated from the originallyreported amount of $0.39 per share to $0.37 per share.

**Note K - Stock Options**

TheCompany has granted options to key employees and non-employee directors underits Amended 2000 Long-Term Incentive Plan and 1991 Plan.  Options granted underboth plans vest in four equal annual installments beginning one year from thedate of grant, and expire ten years from the date of grant.

Stockoption exercise prices are set at fair market value, as determined by the closingprice of the Company's common stock on the New York Stock Exchange on the dateof grant, and the related number of shares granted is fixed at that point intime.  Therefore, under the principles of APB Opinion 25, the Company doesnot recognize compensation expense associated with the grant of stockoptions.  SFAS 123 "Accounting forStock-Based Compensation" requires the use of an option valuation model toprovide supplemental information regarding options granted after fiscal1995.  Pro forma information regarding net income and earnings per shareshown below were determined as if the Company had accounted for its employeestock options under the fair value method of that statement.  For purposes ofpro forma disclosure, the estimated fair value of the options is amortizedratably over the options' vesting period.  

13

Thepro forma effect on net income may not be representative of the pro formaeffect on net income in future years because compensation expense in futureyears will reflect the amortization of a different number of stock optionsgranted in succeeding years, at different fair values.  The Company's pro formainformation is as follows:

Three Months Ended

June 30,

(in  thousands except per share data)

**2005**

2004

Net  income: as reported1

**$**

**22,475 **

$

17,654 

Deduct: compensation  expense fair value method

**(1,446)**

(1,768)

Net  income:  pro forma

**$**

**21,029 **

$

15,886 

** **

Basic  earnings per share:  as reported

**$**

**0.53 **

$

0.42 

Basic  earnings per share:  pro forma 

**$**

**0.50 **

$

0.38 

** **

Net  income: as reported1

**$**

**22,475 **

$

17,654 

Add back  after-tax interest expense on convertible notes

**802 **

802 

Net  income: diluted earnings per share2  

**23,277 **

18,456 

Deduct: compensation  expense fair value method

**(1,446)**

(1,768)

Net  income: diluted earnings per share pro forma

**$**

**21,831 **

$

16,688 

** **

Diluted  earnings per share:  as reported2

**$**

**0.47 **

$

0.37 

Diluted  earnings per share:  pro forma2

**$**

**0.44 **

$

0.33 
   
 1 Net income as reported includes no compensation expense  associated with stock options.

 2 The Company adopted the provisions of EITF 04-8 in  December 2004 which requires that the dilutive impact of contingently  issuable shares from the Company' $150 million of convertible subordinated  notes be included in the diluted earnings per share calculation, on a  retrospective basis.

InDecember 2004, the Financial AccountingStandards Board issued SFAS" No. 123(R), "Share-Based Payment".  SFAS No. 123(R)will require the Company to account for its stock options using afair-value-based method as described in such statement and recognize theresulting compensation expense in our financial statements.  The Companycurrently accounts for its employee stock options using the intrinsic valuemethod under APB Opinion No. 25, "Accounting for Stock Issued to Employees" and related Interpretations, whichgenerally results in no employee stock option expense.  The Company plans toadopt SFAS No. 123(R) on April 1, 2006, as required.

**Note L - Share Repurchase Program**

TheCompany has a share repurchase program to provide liquidity to the market andto reduce the overall number of shares outstanding, which has helped offset thedilutive effect of our employee stock option program (Long-Term Incentive Plan)and the dilutive effect of EITF Issue No. 04-8 related to the inclusion ofcontingently convertible debt in fully diluted earnings per sharecalculations.  All shares repurchased under the program are retired and are nolonger deemed to be outstanding.  During fiscal 2005, 2.3 million shares wererepurchased for $79.8 million and 1.3 million shares remained authorized forrepurchase as of March 31, 2005 and June 30, 2005.  The timing of repurchases issubject to market conditions, cash availability, and blackout periods duringwhich the Company is restricted from repurchasing shares.  There is noguarantee that the remaining shares authorized for repurchase by the Board willultimately be repurchased.  The Company entered into a Credit Agreement on May 26, 2005, which provides for certainlimitations regarding future share repurchases.  See Note P - "CreditAgreement" for additional information on the Credit Agreement.

14

**Note M - Acquisitions**

**South Bay Medical LLC**

On January 19, 2001, the Companypurchased the assets of South Bay Medical LLC (South Bay), a company focused on thedevelopment of a new computer-based workstation and automated cartridge-basedneedle loading system for use in brachytherapy procedures.  The acquisition wasaccounted for as a purchase with the results of operations included in theCompany's financial statements from the date of acquisition.  The Company paid$2.0 million in cash and issued restricted common stock valued at $4.0 millionon the date of purchase.  Additional purchase price payments will be made to South Bay over the next few years as workstation sales are made.  The net presentvalue of these amounts is recorded at June 30, 2005, in current accrued liabilities($0.2 million) and in long-term accrued liabilities ($0.7 million), as theCompany believes it is probable these payments will be made.  

**Prosurg, Inc.**

In December 2001, the Company entered into severalagreements with Prosurg, Inc., to acquire certain patent rights and obtain asource of supply of a bio-absorbable co-polymer for $2.0 million in cash and upto an additional $2.0 million upon the achievement of certain milestones.  Thepurchase price was allocated to intangible assets, and the net present value inthe amount of $1.0 million is recorded at June 30, 2005, in accrued liabilities, as theCompany believes it is probable this payment will be made.

**Note N - Goodwill & Intangible Assets**

Goodwill and intangible assets have been recorded at eitherincurred or allocated cost and are amortized over their useful lives rangingfrom 3-20 years on a straight line basis.  Allocated costs were based onrespective fair values at the date of acquisition.  

All goodwill amounts have been assigned to reporting units,based upon specific identification, for impairment testing.  The impairmenttests involve the use of both estimates of fair value for the Company'sreporting units as well as discounted cash flow assumptions.  Impairment tests areperformed in the fourth quarter of each fiscal year.  No potential impairment issueswere noted for the quarter ended June 30, 2005. 

As of June 30, 2005 and March 31, 2005, accumulated amortization ofintangible assets was $13.4 million and $12.7 million, respectively.

**Note O - Long-Term Debt**

OnDecember 22, 2003, the Company completed an offeringof $150 million of convertible subordinated notes due January 1, 2024 pursuant to Rule 144A under theSecurities Act of 1933.  The notes bear interest at 23⁄4% per annum and areconvertible into shares of the Company's common stock at a conversion price of$29.2216 per share and are subordinated to all existing and future senior debt.

Holdersof the notes may convert their notes only if any one of the followingconditions is satisfied: 
-  during any fiscal quarter prior     to January 1, 2019, if the closing price of the Company's common stock for     at least 20 trading days in the 30 consecutive trading day period ending     on the first trading day of such fiscal quarter is more than 120% of the     conversion price per share of the Company's common stock on such trading     day;  
- any business day on or after January 1, 2019, if the     closing price of the Company's common stock on the immediately preceding     trading day is more than 120% of the conversion price per share of the     Company's common stock on such trading day;

15
- during the five business day period after any five     consecutive trading day period if the average of the trading prices of the     notes for such five consecutive trading day period is less than 98% of the     average of the conversion values of the notes during such period, subject     to certain limitations;
- if the Company calls the notes for redemption; or
- if the Company makes certain significant distributions     to holders of its common stock or the Company enters into specified     corporate transactions.

Atan initial conversion price of $29.289, each $1,000 principle amount of noteswill be convertible into 34.1425 shares of common stock.  As a result of theCompany's recent dividend increase the conversion price has been adjusted to$29.2216, and each $1,000 principle amount will be convertible into 34.2213shares of common stock.

Concurrentwith the issuance of the convertible subordinated notes, the Company enteredinto a convertible note hedge and a warrants transaction with respect to itscommon stock, the exposure for which is held by Credit Suisse First BostonLLC.  Both the note hedge and the warrants transaction may be settled at theCompany's option either in cash or shares and expire January 1, 2009.  The convertible note hedge andwarrants transactions combined are intended to reduce the potential dilutionfrom conversion of the notes by effectively increasing the conversion price pershare to approximately $39.3368.  The cost of the note hedge and the proceedsof warrants sale have been included in shareholders' equity in accordance withthe guidance in Emerging Issues Task Force No. 00-19, "Accounting for Derivative FinancialInstruments Indexed to and Potentially Settled in a Company's own Stock." Any proceeds received or payments made upon termination of these instrumentswill be recorded in shareholders' equity.  

Subsequentto the end of the quarter, June 30, 2005, one of the conditions required forconversion o f the notes was satisfied and accordingly, the holders of noteshave the option to convert the notes into common shares at the aforementionedadjusted conversion price per share.  

**Note P - Credit Agreement**

On May 26, 2005, the Company entered into a Credit Agreement (the "CreditAgreement") that provides a $200 million senior revolving credit facility,subject to a $20 million sublimit for the issuance of standby and commercialletters of credit, a $10 million sublimit for swing line loans and $50 millionalternative currency sublimit.  The Credit Agreement expires on September 30, 2008.  At the election of the Company,the amount available for borrowings under the Credit Agreement may be increasedby an additional $50 million.  Funds under the Credit Agreement are availableto the Company for to finance permitted acquisitions, stock repurchases up tocertain dollar limitations and other general corporate purposes.  

Interest on borrowings (other thanswing line loans) under the Credit Agreement is a variable rate that iscalculated, at the Company's option, at either prime rate, or LIBOR plus anadditional percentage that varies depending on the Company's senior leverageratio (as defined in the Credit Agreement) at the time of the borrowing.  Swingline loans bear interest at the Prime Rate plus additional basis pointsdepending on the Company's senior leverage ratio at the time of the loan.  Inaddition, the Company paid certain fees to the lenders to initiate the CreditAgreement and will pay an unused commitment fee based on the Company's seniorleverage ratio and unborrowed lender commitments.

Borrowings under the CreditAgreement are guaranteed by two of the Company's domestic subsidiaries and arealso secured by a pledge of 100% of the outstanding capital stock of two otherdomestic subsidiaries and by 65% of the outstanding capital stock of our Frenchsubsidiary.  In addition, if the ratio of total funded debt to adjusted EBITDAexceeds 2.50 to 1.00, then the Company is obligated to grant to the lenders afirst priority perfected security interest the essentially all domestic assets.

16

The Credit Agreement imposes certainfinancial and operational restrictions on the Company and its subsidiaries,including financial covenants that require the Company to maintain a maximumconsolidated funded debt leverage ratio of not greater than 4.00 to 1.00, asenior funded debt ratio of not greater than 2.50 to 1.00, minimum quarterlyEBITDA and a minimum fixed charge ratio of greater than 1.25 to 1.00. Thecovenants also restrict the Company's ability, among other things, to makecertain investments, incur certain types of indebtedness or liens, makeacquisitions in excess of $20 million except in compliance with certaincriteria, and repurchase shares of common stock, pay dividends or dispose ofassets above specified thresholds.  The Credit Agreement also containscustomary events of default, including payment defaults, material inaccuraciesin its representations and warranties, covenant defaults, bankruptcy andinvoluntary proceedings, monetary judgment defaults in excess of specified amounts,cross-defaults to certain other agreements, change of control, and ERISAdefaults.  If an event of default occurs and is continuing, the commitmentsunder the Credit Agreement may be terminated and the principal amount and allaccrued but unpaid interest and other amounts owed thereunder may be declaredimmediately due and payable.  As of June 30, 2005, all covenants and restrictions hadbeen satisfied, and there were no borrowings outstanding under the CreditAgreement.

**Note Q - Business Segment Information**

TheCompany's operations are principally managed and reported on a productbasis.  There are three reportable segments:  aesthetic and generalsurgery, surgical urology, and clinical and consumer healthcare.  Theaccounting policies of the reportable segments are the same as those describedin the summary of significant accounting policies except that certain expensessuch as interest and certain corporate expenses are not allocated to thesegments.

Theaesthetic and general surgery products segment consists primarily of breastimplants, tissue expanders, body contouring (liposuction) equipment anddisposables, and the recently introduced facial aesthetic products.  Thesurgical urology segment includes erectile dysfunction products, brachytherapyseeds for cancer treatment, women's health products and disposable urinary careproducts.  The clinical and consumer healthcare segment includes cathetersand other disposable products for the management of urinary incontinence andretention.

Selectedfinancial information for the Company's reportable segments for the three-monthperiods ended June 30, 2005 and 2004 is asfollows:

Three Months Ended

June 30,

(in thousands)

**2005**

2004

**Net sales**

** **

Aesthetic and General Surgery

**$**

**74,126 **

**$**

65,544 

Surgical Urology

**34,219 **

31,912 

Clinical and Consumer Healthcare 

**26,966 **

24,976 

  Total consolidated revenues

**$**

**135,311 **

**$**

122,432 

** **

Three Months Ended

June 30,

(in thousands)

**2005**

2004

**Operating profit**

** **

Aesthetic and General Surgery

**$**

**29,267 **

**$**

25,599 

Surgical Urology

**4,002 **

1,613 

Clinical and Consumer Healthcare

**4,470 **

3,624 

  Total reportable segments

**$**

**37,739 **

**$**

30,836 

 17
Three  Months Ended

June  30,
(in thousands)
**2005**

2004
**Operating income**
** **
Reportable segments
**$**

**37,739 **

**$**

30,836 
Corporate operating expenses
**(3,874)**

(3,661)
Interest expense
**(1,416)**

(1,408)
Interest income
**738 **

415 
Other income (expense)
**46 **

(188)
Income before income taxes
**$**

**33,233 **

**$**

25,994 
     
As  of
(in thousands)
**June  30,**

March  31, 

**2005**

2005
**Identifiable assets**
** **
Aesthetic and General Surgery
**$**

**162,960 **

$

161,207 
Surgical Urology
**107,537 **

111,989 
Clinical and Consumer Healthcare
**51,193 **

53,767 
  Total reportable segments
**$**

**321,690 **

$

326,963 

** Item 2.             Management'sDiscussion and Analysis of Financial Condition and Results of Operations**

*Cautionary Statement:*

*The following discussion and analysis should be read inconjunction with our Unaudited Consolidated Financial Statements and relatedNotes thereto contained elsewhere in this Report.  The information contained inthis Quarterly Report on Form 10-Q is not a complete description of ourbusiness or the risks associated with an investment in our securities.  We urgeyou to carefully review and consider the various disclosures made by us in thisReport and in our other reports filed with the Securities and ExchangeCommission ("SEC"), including our Annual Report on Form 10-K for the year endedMarch 31, 2005, and subsequent reports on Form 8‐K, which discussour business in greater detail.*

*The section entitled "Risk Factors" set forth below, andsimilar discussions in our other SEC filings, discuss some of the importantrisk factors that may affect our business, results of operations and financialcondition.  These risks, in addition to the other information in this Reportand in our other filings with the SEC, should be carefully considered beforedeciding to purchase, hold or sell our securities.*

*All statements included in this Report, other thanstatements or characterizations of historical fact, are forward-lookingstatements within the meaning of the Private Securities Litigation Reform Actof 1995.  Examples of forward-looking statements include, but are not limitedto, statements concerning:*

•    *ouranticipated growth strategies;*

*     *•    *our anticipatedsales, expenses and taxes for fiscal 2006;*

*     *•    *our intentionto introduce or seek regulatory approval for new products;*

*     *•    *our abilityto continue to meet FDA and other regulatory requirements;*

*     *•   *ouranticipated outcomes of litigation and regulatory reviews;*

18

* *
**
*     *•    *our abilityto replace sources of supply without disruption or regulatory delay;*

*     *•    *ouraccounting estimates, assumptions and judgments, the market acceptance andperformance of our products,           the competitive nature of and anticipated growthin our markets;*

*     *•    *our abilityto consummate acquisitions and integrate their operations successfully; and*

*     *•    *our need forcapital.*

*These forward-looking statements are based on our currentexpectations, estimates and projections about our industry, management'sbeliefs, and certain assumptions made by us.  Forward-looking statements canoften be identified by words such as "anticipates," "expects," "intends,""plans," "predicts," "projects," "believes," "seeks," "estimates," "may,""will," "should," "would," "could," "potential," "continue,"  "ongoing", "guidance,"and similar expressions, and variations or negatives of these words.  Inaddition, any statements that refer to expectations, projections, forecasts orother characterizations of future events or circumstances, including anyunderlying assumptions, are forward-looking statements.  These forward-lookingstatements speak only as of the date of this Report and are based upon theinformation available to us at this time.  Such information is subject tochange, and we will not necessarily inform you of such changes.  Thesestatements are not guarantees of future results and are subject to risks,uncertainties and assumptions that are difficult to predict.  Therefore, ouractual results could differ materially and adversely from those expressed inany forward-looking statement as a result of various factors, some of which arelisted under the section "Risk Factors" below.  We undertake no obligation torevise or update publicly any forward-looking statement for any reason.*

Company Overview

Founded in 1969, Mentor Corporationis a leading supplier of medical products for the global health care market. We develop, manufacture and market a broad range of products serving themedical specialties market.  Our products are utilized by three primarysegments: aesthetic and general surgery (plastic and reconstructive surgery),surgical urology, and clinical and consumer healthcare.

Ouraesthetic and general surgery products include surgically implantableprostheses for plastic and reconstructive surgery and our recently introducedfacial aesthetic products, as well as capital equipment and consumables usedfor body contouring (traditional and ultrasonic liposuction).  Our surgicalurology products include surgically implantable prostheses for the treatment ofimpotence, surgically implantable incontinence products, urinary care productsand brachytherapy seeds for the treatment of prostate cancer.  Our clinical andconsumer healthcare products include catheters and other products for themanagement of urinary incontinence and retention. 

We employ approximately 2,000 peoplearound the world and are headquartered in Santa Barbara, California, with manufacturing and researchoperations in the United  States, France, The Netherlands and United Kingdom.  We also purchase finishedproducts and certain raw material components from third party manufacturers andsuppliers.  The cost of goods sold represents raw materials, labor andoverhead, and the cost of third party finished products.  Gross margins mayfluctuate from period to period due to changes in the selling prices of ourproducts, the mix of products sold, changes in the cost of third party finishedproducts, raw materials, labor and overhead, and changes in manufacturing processesand yields. 

In addition to our strong domesticpresence, we export most of our product lines, principally to Canada, Western Europe, Central and South America, and the Pacific Rim. Products are sold through our direct international sales offices in Canada, United Kingdom, Germany, France, Japan, Benelux, Australia, Spain, Portugal and Italy, as well as through independent distributors in othercountries.

We employ specialized domestic salesforces for our aesthetic surgery, body contouring, and urologic specialties,which includes our women's health, erectile dysfunction, prostate brachytherapyand clinical and consumer healthcare product lines.  Each sales force providesproduct information or specific data support and related services tophysicians, nurses and other health care professionals.  We also marketcertain products, particularly our disposable incontinence products, through adomestic network of independent hospital supply dealers and healthcaredistributors, as well as through retail pharmacies.

19
 
Our selling, general and administrative expense incorporates the expenses of oursales and marketing organization and the general and administrative expensesnecessary to support the global organization. Our sales and marketing expensesconsist primarily of salaries, commissions, and marketing program costs. General and administrative expenses incorporate the costs of finance, humanresources, information services, legal and insurance costs.

Our research anddevelopment expenses are comprised of the following types of costs incurred inperforming clinical development and research and development activities:salaries and benefits, allocated overhead, clinical trial and related clinicalmanufacturing costs, regulatory costs, contract services, and other outsidecosts.  We also conduct research on materials technology, product designand product improvement.

Recent Events

OnJuly 28, 2005, we received an "approvable letter"with conditions from the FDA on our Pre-Market Approval ("PMA") application forour silicone gel-filled breast implants.  The approvable letter stipulates anumber of conditions which we must satisfy in order to receive FDA approval tomarket and sell silicone gel-filled breast implants in the United States.  These conditions were generally consistentwith those conditions that the advisory panel, composed of outside expertsselected by the FDA, had recommended in their April 2005 review of our PMAapplication.  On April 11-13, 2005, theadvisory panel had met to consider questions presented to it by the FDAregarding our PMA application and to make a recommendation to the FDA regardingwhether the PMA application should be approved.  In a majority 7-to-2 vote, thepanel recommended approval, with conditions, of our PMA application.  We are currentlyengaged in discussions with the FDA to address the conditions stated in theapprovable letter and cannot guarantee that the FDA will provide finalapproval, nor can we determine when the FDA's decision regarding approval willbe made. 

OnJune 8, 2005, we launched our new IsoStrandTMproduct for use in conjunction with the IsoLoaderTM workstation, which allows theend-user to automate stranding and needle loading directly from the treatmentplan on the IsoLoaderTM.  The IsoStrand product is intended to meet the clinicalshift towards intra-operative planning and the clinical demands for "real time"needle loading.

OnMay 26, 2005, we launched our new dermal fillerproduct, PuragenTM, in a variety of international markets.  PuragenTM is ourproprietary non-animal based, hyaluronic acid dermal filler that featuresdouble cross-linked technology (DXLTM).  We are currently conducting a clinicalstudy of PuragenTM in the United  States, and expect tofile our PMA application with the FDA for sale and distribution before the endof calendar 2005.

OnMay 21, 2005, we launched ArisTM, our newesttrans-obturator sling product for the treatment of stress urinary incontinence. ArisTMrepresents our most recent technical achievement for aknitted, monofilament polypropylene tape.

**APPLICATION OF CRITICAL ACCOUNTING POLICIES**

Management'sDiscussion and Analysis of Financial Condition and Results of Operationsaddresses our consolidated financial statements, which have been prepared inaccordance with accounting principles generally accepted in the United States.  The preparation of thesefinancial statements requires us to make estimates and assumptions that affectthe reported amounts of assets and liabilities and the disclosure of contingentassets and liabilities at the date of the financial statements, and thereported amounts of revenues and expenses during the reporting period.  Onan ongoing basis, we evaluate our estimates and judgments.  We base ourestimates and judgments on historical experience and on various other factors thatare believed to be reasonable under the circumstances, the results of whichform the basis for making judgments about the carrying values of assets andliabilities that are not readily apparent from other sources.  Actualresults may differ from these estimates under different assumptions orconditions.  

Managementhas identified the critical accounting policies to be those related to revenuerecognition, accounts receivable, inventories, warranties and related reserves,and goodwill and intangible asset impairment.  These accounting policesare discussed in the "Management's Discussion and Analysis of FinancialCondition and Results of Operations" and notes to the consolidated financialstatements included in the Company's Annual Report on Form 10-K for the fiscalyear ended March 31, 2005.

20
****
**RESULTS OF OPERATIONS**

The following table sets forth certain data from theConsolidated Statements of Income expressed as a percentage of net sales forthe periods indicated:

Three  Months Ended

June  30,

**2005**

2004

** **

Net sales

**100.0%**

100.0%

  Cost of sales

**33.8    **

35.9    

Gross profit

**66.2    **

64.1    

  Selling, general and administrative  expense

**35.2    **

35.3    

  Research and development expense

**5.9    **

6.5    

Operating income

**25.1    **

22.3    

  Interest expense

**(1.0)   **

(1.2)  ** **

  Interest income

**0.5    **

0.3    

  Other income (expense), net

**0.0    **

(0.2)  ** **

Income before income taxes

**24.6    **

21.2    

Income taxes

**8.0    **

6.8    

Net income

**16.6%**

14.4%

**For the three-month period ended June 30, 2005 compared to the three-month period ended June 30, 2004**

**Net sales**

Netsales for the three-month period ended June 30, 2005 increased 10.5% to $135.3 million,from $122.4 million for the same period in the prior year.  Positive foreign currencyexchange effects, principally the stronger Euro, over the same quarter in prioryear, had a favorable year-to-year impact on sales of $1.8 million for thethree-month period.  However, foreign exchange rates have recently beenvolatile and should the dollar to Euro exchange rate remain at the currentlevel or fall further, we expect that there would be a negative impact on salesin the remainder of the fiscal year when compared to the prior year. We expecttotal fiscal 2006 sales to grow at a low double-digit rate over sales in fiscal2005.

Sales by Principal Product Line

Three Months Ended

June 30,

Percent Change

(in  thousands)

**2005**

2004

Aesthetic  & General Surgery Products

**$**

**74,126 **

$

65,544 

13.10%

Surgical  Urology Products

**34,219 **

31,912 

7.20%

Clinical  & Consumer Healthcare Products

**26,966 **

24,976 

8.00%

** **

**$**

**135,311 **

$

122,432 

10.50%

21

Net sales of aesthetic and general surgery productsincreased 13.1% to $74.1 million for the quarter ended June 30, 2005, from $65.5 million for the same periodin the prior year.  Approximately $0.6 million of this increase isattributable to positive foreign currency exchange effects, and the balance isprimarily attributable to organic growth of our silicone gel-filled breastimplants and other products associated with breast reconstruction surgeries. Total net sales of breast implant products increased 13% to $64.8 million forthe quarter from $57.4 million for the same period in the prior year. Increased net sales were primarily driven by growth in the reconstruction marketboth domestically and internationally.  Although we try to avoid competing onprice, we continue to see competitive price pressure in both the domestic andinternational markets. Net sales of body contouring products increased 5% to $5.0million for the quarter, from $4.8 million for the same period in the prioryear.  Liposuction continues to be the leading surgical cosmetic procedurein the United States, and sales of our capital equipmentand associated disposable products were the leading contributors to body contouringsales growth for the quarter ended June 30, 2005.  Other aesthetic products salesincreased 17% to $3.9 million for the quarter from $3.4 million in the same periodin the prior year, primarily as a result of our recently launched aestheticfacial product internationally and increased revenue from physicianparticipation in our "Extreme Mentor" direct-to-consumer television advertisingprogram.

Net sales of surgical urology products increased 7.2% to $34.2million for the quarter ended June 30, 2005,from $31.9 million for the same period in the prior year.  Net sales of ourdisposable urinary care products increased by $1.2 million to $17.0 million forthe quarter ended June 30, 2005, compared to$15.8 million for the same period in the prior year.  Both our domestic andinternational markets experienced sales growth in disposable urinary careproducts.  Net sales of women's health products increased 8% to $6.4 millionfor the three months ended June 30, 2005,compared to $5.9 million for the same period in prior year.  The majority ofthis increase was due to strong sales of our recently released ArisTM product and licensing revenues from our trans-obturator method patent,partially offset by declines in other syntheticand tissue based product sales.  Net sales of penileimplants increased 8% to $6.9 million, from $6.4 million in the same period inthe prior year, due to continued market acceptance of our Titan® penileimplant device, a reduction in the trend of patients sampling competitive drugtherapies for erectile dysfunction, which had negatively impacted prior yearsales, and the recent release of GenesisTM, our coated malleable penile implant.  Brachytherapyproducts net sales increased by 4% to $4.0 million for the quarter ended June 30, 2005, from $3.9 million for the sameperiod in the prior year, primarily as a result of higher unit sales.  Thefavorable impact of foreign exchange rate variations for the surgical urologyproduct segment, which primarily benefits our disposable urinary care products,was $0.7 million for the quarter ended June 30, 2005.

Netsales of clinical and consumer healthcare products increased 8.0% to $27.0million for the quarter ended June 30, 2005, from$25.0 million for the same period in the prior year.  Net sales growth was generally aidedby the effect of the stronger Euro, as nearly half of these product sales areinvoiced in currencies other than the U.S. Dollar; this positive foreigncurrency exchange effect was approximately $0.5 million for the segment for thequarter.  The remainder of the growth is primarily attributable to anoverall increase in unit sales in our international markets, partially offsetby decreases in average selling prices.

**Gross profit**

Grossprofit increased to 66.2% of net sales for the quarter ended June 30, 2005, compared to 64.1% for the sameperiod in the prior year, primarily due to a shift in product sales towards ourhigher margin segment, improved manufacturing efficiencies, and lower material costs. Gross profit for aesthetic and general surgery products improved to 77.0% ofnet sales, or $57.1 million for the quarter ended June 30, 2005, up from 74.8%, or $49.0 million of net sales, in the sameperiod in the prior year.  This 2.2% increase in gross profit as a percentageof net sales is primarily attributable to favorable pricingon raw materials and overall increased manufacturing efficiencies at our Texas and Netherlands facilities.  Gross profit for surgical urology products improved to 56.1% of netsales for the quarter ended June 30, 2005,compared to 53.9% of net sales in the same period in the prior year.  Thisimprovement is primarily due to a shift to higher margin products, licensingrevenue from our trans-obturator method patent, and improved manufacturingefficiencies.  Gross profit for healthcare products increased to 49.2% of netsales for the quarter ended June 30, 2005,compared to 48.9% of net sales in the same period in the prior year.  This increaseis primarily due to improved manufacturing efficiencies at our domesticmanufacturing facilities, partially offset by lower average selling prices toour international distributors.

22

**Selling, General andAdministrative**

Selling,general and administrative expenses were $47.6 million, or 35.2% of net salesfor the quarter ended June 30, 2005, compared to$43.3 million or 35.3% in the same period in the prior year.  Theincreased dollar amount for the period is primarily due to expenses ofapproximately $1.2 million related to our direct-to-consumer advertisingprograms, an increase of approximately $0.7 million in certain compensationexpenses associated with the achievement of operating targets, costs associatedwith our facial aesthetics marketing efforts in support of the recent internationallaunch of our hyaluronicacid-based dermal filler product, PuragenTM, and, to a lesser extent, the effect of foreign currencyfluctuations on expenses incurred at our foreign operations.  These increases in selling, generaland administrative expense were partially offset by improved general andadministrative efficiencies and lower charges related to organizationalrestructuring.

**Research and Development**

Researchand development expenses for the quarters ended June 30, 2005 and 2004, were relatively flat at $8.0 million, andrepresented approximately 5.9% and 6.5% of net sales, respectively. Research and development spending for the quarter ended June 30, 2005 was primarily related to supportingkey strategic product development programs, including our silicone gel-filled breast implantregulatory submissions in the United States and Canada, increased patientvolume in our silicone gel-filled breast implant adjunct study, U.S. clinical studiesfor our hyaluronic acid-based dermal filler product, PuragenTM, and our botulinumtoxin project.  Thedecrease in research and development expenses as a percentage of net sales is primarilythe result of timing of research and development expenditures.  In addition,prior year research and development expenses included a $0.8 million chargerelated to the termination of a brachytherapy development project and relatedmanufacturing equipment.

**Interest and OtherIncome and Expense**

Interestexpense remained relatively flat at $1.4 million for the quarter ended June 30, 2005, compared to the same period in theprior year.  Included in these costs are interest on our $150 millionconvertible subordinated notes issued in December 2003, carrying a coupon of23⁄4%, and interest expense on balances outstanding under our foreign lines ofcredit.  Interest income increased $0.3 million to $0.7 million for the quarterended June 30, 2005, from $0.4 million for the sameperiod in the prior year, as a result of generally higher rates of interest andhigher levels of cash balances.

**Income Taxes**

Theeffective rate of corporate income taxes for the three months ended June 30, 2005 was 32.4% as compared to 32.1% forthe same period in the prior year.  We are evaluating the potentialrepatriation of up to $25 million of foreign profits during the balance of fiscalyear 2006.  Such repatriation would increase our tax liability and tax rateslightly in the remainder of the fiscal year.

**Net Income and Earnings Per Share**

Netincome for the quarter ended June 30, 2005increased 27% to $22.5 million, from $17.7 million in the same period in theprior year.  Diluted earnings per share increased 27% to $0.47 for the quarter,compared to $0.37 for the same period in the prior year.  We adopted theprovisions of EITF 04-8 in December 2004, which requires that the dilutedimpact of contingently issuable shares from our $150 million of convertiblenotes be included in the diluted earnings per share calculation on aretrospective basis.

**Seasonality**

Our quarterly results reflect slight seasonality,as the fiscal quarter ending September 30 tends to have the lowest revenue ofall of the quarters.  This is primarily due to lower levels of sales ofbreast implants for augmentation, an elective procedure, as patients tend totake vacation, particularly in Europe, during this quarter.

23

**FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES**

Webelieve that existing funds, cash generated from operations, and existingsources of and access to financing are adequate to satisfy our working capital,capital expenditure, and debt service requirements for the foreseeable future. However, in order to provide for greater financial flexibility and liquidity,we may raise additional capital from time to time.

Wehad cash, cash equivalents and short-term marketable securities of $170.7million and $112.9 million at June 30, 2005and March 31, 2005, respectively.

Weinvest excess cash in marketable securities that are highly liquid, ofhigh-quality investment grade, and predominantly have maturities of less thanone year from the date of purchase.  Our short-term marketable securitiesconsist primarily of money market mutual funds, U.S. state and municipalgovernment and government agency obligations, Federal Home Loan Bank andMortgage Association bonds, auction rate securities, and investment gradecorporate obligations, including commercial paper. 

**Cash Flow Changes**

The following tablesummarizes our cash flow activity:

Three Months Ended

June 30,

(in thousands)

**2005**

2004

** **

** **

Net cash provided by operating activities

**$**

**40,290 **

$

25,840 

Net cash provided (used) by investing activities

**590 **

(28,831)

Net cash provided (used) in financing activities

**20,382 **

(3,358)

*Operating*

Cashprovided by operating activities of $40.3 million and $25.8 million in thethree-month periods ended June 30, 2005 and 2004, respectively, was greaterthan net income for the same three-month periods in both 2005 and 2004, due tothe net impact of non-cash adjustments to income.  Non-cash adjustments includetax benefits from the exercise of employee stock options, depreciation andamortization, deferred income taxes and loss on the disposal of assets.

Ourworking capital was $258.2 million at June 30, 2005 and $197.0 million at March 31, 2005.  Cash provided by operatingactivities has been our primary recurring source of funds.  In addition, in thequarter ended June 30, 2005, we received$30.5 million from the exercise of employee stock options. 

*Investing*

Netcash from investing activities is primarily attributable to capitalexpenditures on property and equipment.  Our capital expenditures for thethree-month period ended June 30, 2005 totaled $2.1million.  We anticipate our capital expenditures to total approximately $20.0million in fiscal 2006, as we will continue to invest in facility improvements,software to support our manufacturing processes, and production equipment.  Capitalexpenditures in the quarter were offset by net sales of marketable securities. Total cash provided by investing activities for the three-month period ended June 30, 2005 was $0.6 million.  Total cash usedin investing activities for the three-month period ended June 30, 2004 was $28.8 million, reflecting aninvestment of $25.8 million in marketable securities and capital expendituresof $3.0 million.   

 
24

*Financing*

Netcash from financing activities is primarily related to; dividends, employeestock option exercises, debt financing activities, and our share repurchases.

Wehave a share repurchase program primarily to offset the dilutive effect of ouremployee stock option program, to provide liquidity to the market, and toreduce the overall number of shares outstanding. All shares repurchased underthe program are retired and are no longer deemed to be outstanding.  There wereno share repurchases during the quarter ended June 30, 2005.  At June 30, 2005, 1.3 millionshares remained authorized for repurchase.  The timing of our repurchases issubject to market conditions, cash availability, and blackout periods during which we are restricted from repurchasing shares. There is no guarantee that shares authorized for repurchase by the Board willultimately be repurchased.  Additionally, after the repurchase of the 1.3million shares currently authorized for repurchase, our new Credit Agreementlimits the amount that can be used to repurchase shares to net income from theprevious four quarters less dividends.

SinceSeptember 2004, the Board of Directors has authorized quarterly dividends of $0.17per share.  It is our intent to continue to pay dividends for the foreseeablefuture subject to, among other things, Board approval, cash availability, debtrestrictions and alternative cash needs.  At the current annual dividendrate of $0.68 per share, the aggregate annual dividend would be approximately$29.3 million. 

Wereceive cash from the exercise of employee stock options.  Employee stockoption exercises provided $30.5 million and $2.6 million of cash in thethree-month periods ending June 30, 2005and 2004, respectively.  Proceeds from the exercise of employee stockoptions will vary from period to period based upon, among other factors,fluctuations in the market value of our common stock relative to the exerciseprice of such options.

**Financing Arrangements**

*Senior CreditFacility*

On May 26, 2005, we entered into a three-yearCredit Agreement ("Credit Agreement") that provides us with a $200 millionsenior revolving credit facility.  At our election and subject to lenderapproval, the amount available for borrowings under the Credit Agreement may beincreased by an additional $50 million.  Funds are available under the CreditAgreement to finance permitted acquisitions, share repurchases up to certaindollar limitations, and for other general corporate purposes.  As of June 30, 2005, there were no borrowingsoutstanding under the Credit Agreement.  

Interest on borrowingsunder the Credit Agreement is at a variable rate that is calculated, at ouroption, at the prime rate, or LIBOR plus an additional percentage that variesbetween 1% and 1.65%, depending on our senior leverage ratio at the time of theborrowing.  We paid certain fees to the lenders to initiate the CreditAgreement and will pay an unused commitment fee based on our senior leverageratio and unborrowed lender commitments.

Borrowings under the CreditAgreement are guaranteed by certain of our subsidiaries or secured by theircapital stock.  In addition, if the ratio of total funded debt to adjustedearnings before interest, taxes, depreciation and amortization (or "adjustedEBITDA"), exceeds 2.50 to 1.00, then we are obligated to grant to the lenders afirst priority perfected security interest in essentially all of our domesticassets. 

TheCredit Agreement imposes certain financial and operational restrictionsregarding certain liquidity and earnings ratios, as well as certain investments,types of indebtedness or liens, and acquisitions, repurchases of shares ofcommon stock, and payment of dividends or disposition of assets above specifiedthresholds.
25
*Convertible Subordinated Notes*

OnDecember 22, 2003, we completed an offering of $150million of convertible subordinated notes due January 1, 2024, pursuant to Rule 144A under the Securities Act of1933.  The notes bear interest at 23⁄4% per annum and are convertible intoshares of our common stock at a conversion price of $29.2216 per share and aresubordinated to all existing and future senior debt.  Concurrent with theissuance of the convertible subordinated notes, we entered into a convertiblebond hedge and warrants transactions with respect to our common stock, the exposurefor which is held by Credit Suisse First Boston LLC for a net cash payment of$18.5 million.  Both the bond hedge and the warrants transactions may besettled at our option either in cash or net shares and expire January 1, 2009.  The convertible bond hedgeand warrants transactions combined are intended to reduce the potentialdilution from conversion of the notes by effectively increasing the conversionprice per share, from our perspective, to approximately $39.3368.

Subsequent to the end ofthe quarter, June 30, 2005, one of the conditions required for conversion o fthe notes was satisfied and accordingly, the holders of notes have the optionto convert the notes into common shares at the aforementioned adjustedconversion price per share.  

*Other Financing*

Infiscal 2001, we established several lines of credit with local foreign lendersto facilitate operating cash flow needs at our foreign subsidiaries. These unsecured lines are at market rates of interest, are guaranteed by theCompany, and total $6.9 million.  There were no borrowings under these lines ofcredit as of June 30, 2005. 

Infiscal 2002, a line of credit of $6.3 million was established to finance theconstruction of a new facility in Leiden, The Netherlands.  Upon completion, the line of credit wasconverted to a revolving facility.  The borrowings accrue interest at EURIBORplus 0.75% and are secured by the new facility and other assets in TheNetherlands.  There were no borrowings under this revolving facility at June 30, 2005.

Duringthe quarter ended June 30, 2005, we repaid$3.2 million outstanding under our foreign lines of credit.  The total amountof borrowings available to us under all lines of credit was $212 million at June 30, 2005.

**Risk Factors**

**Forward-Looking Information Under the Private Securities LitigationReform Action of 1995**

ThePrivate Securities Litigation Reform Act of 1995 provides a "safeharbor" for forward-looking statements.  The Act was designed toencourage companies to provide prospective information about them without fearof litigation.  The prospective information must be identified asforward-looking and must be accompanied by meaningful cautionary statementsidentifying important factors that could cause actual results to differmaterially from those projected in the statements.  The statements aboutour business, plans, strategies, intentions, expectations and prospectscontained throughout this document are based on current expectations. These statements are forward-looking and actual results may differ materiallyfrom those predicted as of the date of this report in the forward-lookingstatements, which involve risks and uncertainties.  In addition, pastfinancial performance is not necessarily a reliable indicator of futureperformance and investors should not use historical performance to anticipateresults or future period trends.  We undertake no obligation to revise orupdate publicly any forward-looking statements for any reason, even if newinformation becomes available or other events occur in the future.

Ourbusiness faces many risks.  The risks described below may not be the only riskswe face.  Additional risks that we do not yet know of or that we currentlythink are immaterial may also impair our business operations.  If any of theevents or circumstances described in the following risks actually occurs, ourbusiness, financial condition or results of operations could suffer and thetrading price of our common stock or our convertible notes could decline. Youshould consider the following risks before deciding to invest in our commonstock or convertible notes. 
26
***Significant product liability claims or product recalls may force us topay substantial damage awards and other expenses that could exceed our accrualsand insurance coverages.***

Themanufacture and sale of medical devices exposes us to significant risk ofproduct liability claims.  In the past, and currently, we have had a number ofproduct liability claims relating to our products, and we may be subject toadditional product liability claims in the future, some of which may have anegative impact on our business.  If a product liability claim or series ofclaims is brought against us for uninsured liabilities or in excess of ourinsurance coverage, our business could suffer.  Some manufacturers thatsuffered such claims in the past have been forced to cease operations or evento declare bankruptcy. 

Additionally,we could experience a material design or manufacturing failure in our products,a quality system failure, other safety issues, or heightened regulatoryscrutiny that would warrant a recall of some of our products and could resultin exposure to additional product liability claims. 

***We are subject to substantial government regulation, which could have amaterial adverse affect on our business.***

The production and marketing of our products and our ongoingresearch and development activities, including pre-clinical testing andclinical trial activities, are subject to extensive regulation and review bynumerous governmental authorities both in the U.S. and abroad.  Most of the medical devices we develop mustundergo rigorous pre-clinical and clinical testing and an extensive regulatoryapproval process before they can be marketed.  Certain of our products arerequired to undergo review by a panel of outside experts selected by the FDA,which makes a recommendation to the FDA as to whether the product(s) should orshould not be approved.  This process makes it potentially longer, moredifficult and/or more costly to bring our products to market, and we cannotguarantee that any of our unapproved products will be approved or how long itmay take for any one particular product to be approved.  The pre-marketingapproval process can be particularly expensive, uncertain and lengthy, and a numberof devices for which FDA approval has been sought by other companies have neverbeen approved for marketing.  In addition to testing and approval procedures,extensive regulations also govern manufacturing, packaging, labeling, storage,distribution, record-keeping, and advertising and marketing procedures.  If wedo not comply with applicable regulatory requirements, such violations couldresult in non-approval, suspensions of clinical trials, suspension orwithdrawal of regulatory approvals, product recalls, civil penalties andcriminal fines, product seizures, operating restrictions, injunctions, andcriminal prosecution. 

Delays in, withdrawal, or rejection of the FDA or othergovernment entity approval(s) of our products may also adversely affect ourbusiness.  Such delays, withdrawals, or rejections may be encountered due to,among other reasons, government or regulatory delays, lack of demonstratedsafety or efficacy during clinical trials, safety issues, manufacturing issues,slower than expected rate of patient recruitment for clinical trials, inabilityto follow patients after treatment in clinical trials, inconsistencies betweenearly clinical trial results and results obtained in later clinical trials,varying interpretations of data generated by clinical trials, or changes inregulatory policy or requirements in the U.S. and abroad.  In the U.S., therehas been a continuing trend toward more stringent FDA requirements in the areasof product approval and enforcement, causing medical device manufacturers toexperience longer research and development timelines, longer approval cycles,greater risk and uncertainty, and higher expenses. Internationally, there is arisk that we may not be successful in meeting the quality standards or othercertification requirements.  Even if regulatory approval of a product isgranted, such approval may entail limitations on uses for which the product maybe labeled and promoted, stringent post-marketing requirements, or may preventus from broadening the uses of our current products for differentapplications.  In addition, to the extent permissible by law, we may notreceive FDA approval to export our products in the future, and countries towhich products are to be exported may not approve them for import. 

Our manufacturing facilities also are subject to continualgovernmental review and inspection.  The FDA has stated publicly thatcompliance with manufacturing regulations will be scrutinized more strictly.  Agovernmental authority may challenge our compliance with applicable federal,state and/or foreign regulations.  In addition, any discovery of previouslyunknown problems with one of our products or facilities may result inrestrictions on the product or the facility, including, but not limited to,product recalls, withdrawal of the product from the market or other enforcementactions.

 
27
From time to time, legislative or regulatory proposals areintroduced that, if implemented, could alter the review and approval processrelating to medical devices, or related to the sale of our products.  It ispossible that the FDA or other governmental authorities will issue additionalregulations, which could further reduce or restrict the sales of our presentlymarketed products or products under development.  Any change in legislation orregulations that govern the review and approval process relating to our currentand/or future products, or that restrict the manner by which we may sell ourproducts, could make it more difficult and/or costly to obtain approval for newproducts, and/or to produce, market, and distribute existing products. 

***If we are unable to continue to develop andcommercialize new technologies and products, we may experience a decrease indemand for our products or our products could become obsolete.***

The medical device industry is highly competitive and issubject to significant and rapid technological change.  We believe thatour ability to develop or acquire new technologies is crucial to oursuccess.  We are continually engaged in product research and development, productimprovement programs, and required clinical studies to develop new technologiesand to maintain and improve our competitive position.  Any significantdelays in the above or termination or failure of our clinical trials wouldmaterially and adversely affect our research, development and commercializationtimelines.  We cannot guarantee that we will be successful in enhancingexisting products, or in developing or acquiring new products or technologiesthat will timely achieve regulatory approval or success in the marketplace. 

There is also a risk that our products may not gain marketacceptance among physicians, patients and the medical communitygenerally.  The degree of market acceptance of any medical device or otherproduct that we develop will depend on a number of factors, includingdemonstrated clinical safety and efficacy, cost-effectiveness, potentialadvantages over alternative products, user/patient acceptance, and ourmarketing and distribution capabilities.  Physicians will not recommendour products if clinical and/or other data and/or other factors do notdemonstrate their safety and efficacy compared to other competing products, orif our products do not best meet the particular needs of the individualpatient.

Our products also compete with a number of other similarmedical products manufactured by major companies, and may also compete with newproducts currently under development by major companies andothers.  On January 8, 2004, the FDA released a "Draft Guidance forSaline, Silicone Gel, and Alternative Breast Implants."  This new draftguidance has additional requirements from the FDA's previously issued guidancedocument dated February 2003.  We completed our pre-market approval("PMA") application to the FDA for our silicone gel-filled implants for breastaugmentation, reconstruction and revision in December 2003, using the February2003 guidance document previously released by the FDA.  The Agencyindicated that our PMA "is sufficiently complete to permit a substantivereview and is, therefore, suitable for filing."  In August 2004, weamended our PMA based on the January 2004 revised (new) FDA draft guidance andresponded to other issues raised by the FDA.  On April 11-13, 2005, an advisory panel composed of outside expertsselected by the FDA met to consider questions presented to it by the FDAregarding our and our competitor's PMA submissions and to make a recommendationto the Agency regarding whether the PMA applications should be approved.  Thepanel recommended approval of our PMA submission to the FDA, with conditions.  OnJuly 28, 2005, we received an "approvable" letter, with conditions, from theFDA on our PMA application for our silicone gel-filled breast implants.  Theapprovable letter stipulates a number of conditions which we must satisfy inorder to receive FDA approval to market and sell silicone gel-filled breastimplants in the United States.  Despite the approvable letter, the FDA mayultimately decide to not approve our silicone gel-filled breast implants forsale in the United States, and the FDA will most likely recommend additionalpost-approval conditions or requirements, which could impact our sales andearnings, depending on the scope and complexity of the requirements.  Furtherchange in FDA regulatory requirements, including those implemented through newor revised FDA guidance, (such as that announced on January 8, 2004 by theFDA), may delay or may otherwise adversely affect our pending PMA applicationas well as its review or approval by the FDA.  A delay or denial responseby the FDA would have a material adverse effect on our commercializationtimelines and competitive position, and ultimately our revenue and operatingresults.  If our competitor gains FDA approval to market its siliconegel-filled breast implant products before we do, our competitive position willlikely suffer.  If our new products do not achieve significant marketacceptance, or if our current products do not continue competing successfullyin the changing market, our sales and earnings may not grow as much as expected,or may even decline.

28

We also have two pending applications for Medical DeviceLicenses in Canada for our silicone gel-filled breastimplants.  An expert advisory panel convened by the Canadian government onMarch 22, 2005 to review our pending application for Medical Device Licenses. We have been notified of Health Canada's desire to hold a public forum on thesedevices in September of this year.  We cannot predict the outcome of thisreview, nor determine when or if Health Canada will approve our productapplication.  In addition, any approval could be granted with stringentpost-marketing requirements that may impact our sales and earnings, dependingon the scope and complexity of such requirements.

***If we suffer negative publicity concerning the safety of our products,our sales may be harmed and we may be forced to withdraw products.***

Physiciansand potential patients may have a number of concerns about the safety of ourproducts, including our breast and other implants, whether or not such concernshave a basis in generally accepted science or peer-reviewed scientificresearch.  Negative publicity-whether accurate or inaccurate-concerning ourproducts could reduce market or governmental acceptance of our products andcould result in decreased product demand or product withdrawal.  In addition,significant negative publicity could result in an increased number of productliability claims, whether or not these claims are supported by applicable law.

***If changes in the economy and consumer spending reduce consumer demandfor our products, our sales and profitability could suffer.***

Certainelective procedures, such as breast augmentation, body contouring, and in somecases surgical treatment for male impotence are not covered by insurance. Adverse changes in the economy may cause consumers to reassess their spendingchoices and reduce the demand for these surgeries and could have an adverseeffect on consumer spending.  This shift could have an adverse effect on oursales and profitability. 

***If we are unable to implement new information technology systems, ourability to manufacture and sell products, maintain regulatory compliance andmanage and report our business activities may be impaired, delayed or diminished,which would cause substantial business interruption and loss of sales,customers and profits.***

Infiscal 2004, we implemented an enterprise resource planning system at our majorlocations which is our primary business management system.  We intend tocontinue to implement the system for nearly all of our businesses worldwide. Many other companies have had severe problems with computer systemimplementations of this nature and scope.  We are using a controlled projectplan and we believe we have assigned adequate staffing and other resources tothe projects to ensure its successful implementation; however there is noassurance that the design will meet our current and future business needs orthat it will operate as designed.  We are heavily dependent on such computersystems, and any failure or delay in the system implementation would cause asubstantial interruption to our business, additional expense, and loss ofsales, customers, and profits. 

***If we are unable to acquire companies, businesses or technologies aspart of our growth strategy or to successfully integrate past acquisitions, ourgrowth, sales and profitability could suffer.***

Asignificant portion of our recent growth has been the result of acquisitions ofother companies, businesses and technologies.  We intend to continue to acquireother businesses and technologies to facilitate our future businessstrategies.  There can be no assurance that we will be able to identifyappropriate acquisition candidates, consummate transactions or obtainagreements with terms favorable to us.  Further, once a business is acquired,any inability to integrate the business, failure to retain and develop itsworkforce, or establish and maintain appropriate communications, performanceexpectations, regulatory compliance procedures, accounting controls, andreporting procedures could adversely affect our future sales and earnings.
   
29
***State legislatures and taxing authorities may create new laws or changetheir interpretation of existing state and local tax laws that may affectfuture product demand or create unforeseen tax liabilities.***

Ifany state legislature or other government authority creates new laws to assesssales taxes on medical procedures determined by them to be cosmetic, ourphysician and patient customers may have to pay more for our products andfuture demand may decrease.  In addition, if taxing authorities determine thatour products are cosmetic and thus taxable based on their interpretations ofexisting tax laws or that our products are otherwise taxable, they may disallowcurrently available exemptions related to medical products and procedures. Such taxing authorities may then determine that we owe additional taxes relatedto product sales from prior periods.  These determinations would have anegative effect on our results of operations.

***If our intellectual property rights do not adequately protect ourproducts or technologies, others could compete against us more directly, whichwould hurt our profitability.***

Oursuccess depends in part on our ability to obtain patents or rights to patents,protect trade secrets, operate without infringing upon the proprietary rightsof others, and prevent others from infringing on our patents, trademarks andother intellectual property rights.  We will be able to protect ourintellectual property from unauthorized use by third parties only to the extentthat it is covered by valid and enforceable patents, trademarks or licenses. Patent protection generally involves complex legal and factual questions and, therefore,enforceability of patent rights cannot be predicted with certainty; thus, anypatents that we own or license from others may not provide us with adequateprotection against competitors.  Moreover, the laws of certain foreigncountries do not recognize intellectual property rights or protect them to thesame extent as do the laws of the United States.  

Inaddition to patents and trademarks, we rely on trade secrets and proprietaryknow-how.  We seek protection of these rights, in part, through confidentialityand proprietary information agreements.  These agreements may not providesufficient protection or adequate remedies for violation of our rights in theevent of unauthorized use or disclosure of confidential and proprietaryinformation.  Failure to protect our proprietary rights could seriously impairour competitive position. 

***If third parties claim we are infringing their intellectual propertyrights, we could suffer significant litigation or licensing expenses or beprevented from marketing our products.***

Ourcommercial success depends significantly on our ability to operate withoutinfringing the patents and other proprietary rights of others.  However,regardless of our intent, our technologies may infringe upon the patents orviolate other proprietary rights of third parties.  In the event of suchinfringement or violation, we may face expensive litigation and may beprevented from selling existing products and pursuing product development orcommercialization. 

***We depend on single and sole source suppliers for certain raw materialsand licensed or manufactured products and the loss of any supplier couldadversely affect our ability to manufacture or sell many of our products.***

Wecurrently rely on single or sole source suppliers for raw materials used inmany of our products, including silicone.  In the event that they cannotmeet our requirements, we cannot guarantee that we would be able to obtain asufficient amount of quality raw materials in a timely manner.  We alsodepend on third party manufacturers for components and licensed products,including our women's health products and our palladium brachytherapy seedproduct.  If there is a disruption in the supply of these products, oursales and profitability would be adversely affected. 
   
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***Our international business exposes us to a number of risks.***

Morethan one-third of our sales are derived from international operations. Accordingly, any material decrease in foreign sales would have a materialadverse effect on our overall sales and profitability. Most of ourinternational sales are denominated in Euros, British Pounds, Canadian Dollarsor U.S. Dollars.  Depreciation or devaluation of the local currencies ofcountries where we sell our products may result in our products becoming more expensivein local currency terms, thus reducing demand, which could have an adverseeffect on our operating results.  Our operations and financial results may beadversely affected by other international factors, including: 

•    foreign government regulationof medical products; 

•    product liability,intellectual property and other claims; 

•    new export licenserequirements; 

•    political or economicinstability in our target markets; 

•    trade restrictions;

•    changes in tax laws and tariffs;

•    managing foreign distributorsand manufacturers; 

•    managing foreign branchoffices and staffing; 

•    competition; and

•    fluctuations in foreigncurrency exchange rates.

***Health care reimbursement or reform legislation could materially affectour business.***

Ifany national health care reform or other legislation or regulations are passedthat imposes limits on the amount of reimbursement for certain types of medicalprocedures or products, or on the number or type of medical procedures that maybe performed, or that has the effect of restricting a physician's ability toselect specific products for use in patient procedures, such changes could havea material adverse effect on the demand for our products.  Our revenues dependlargely on U.S. and foreign government health care programs and private healthinsurers reimbursing patients' medical expenses.  Physicians, hospitals, andother health care providers may not purchase our products if they do notreceive satisfactory reimbursement from these third-party payers for the costof procedures using our products.  In the U.S.,there have been, and we expect that there will continue to be, a number offederal and state legislative and regulatory proposals to implement greatergovernmental control over the healthcare industry and its related costs.  Theseproposals create uncertainty as to the future of our industry and may have amaterial adverse effect on our ability to raise capital or to formcollaborations.  In a number of foreign markets, the pricing and profitabilityof healthcare products are subject to governmental influence or control.  Inaddition, legislation or regulations that impose restrictions on the price thatmay be charged for healthcare products or medical devices may adversely affectour sales and profitability. 

***If our use of hazardous materials results in contamination or injury, wecould suffer significant financial loss.***

Ourmanufacturing and research activities involve the controlled use of potentiallyhazardous materials.  We cannot eliminate the risk of accidental contaminationor injury from these materials.  In the event of an accident or environmentaldischarge, we may be held liable for any resulting damages, which may exceedour financial resources and any applicable insurance coverage. 
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***Future changes in financial accounting standards may cause adverseunexpected revenue or expense fluctuations and affect our reported results ofoperations.***

Achange in accounting standards could have a significant effect on our reportedresults and may even affect our reporting of transactions completed before thechange is effective.  New pronouncements and varying interpretations ofexisting pronouncements have occurred and may occur in the future.  Changes toexisting rules or current practices may adversely affect our reported financialresults and require restatement of previously issued results for retroactiveapplication of the new accounting standard.  This was evidenced by the adoptionof EITF 04-8 which was adopted in the quarter ended December 2004, resulting inthe restatement of diluted earnings per share and weighted average sharesoutstanding, for fiscal year 2004 and the interim periods ending June 30, and September 30, 2004.

***Hedging transactions and other transactions may affect the value of thenotes.***

Inconnection with the original issuance of our 23⁄4% convertible subordinated notesin December 2003, we entered into convertible note hedge and warranttransactions with respect to our common stock, with Credit Suisse First BostonInternational, an affiliate of Credit Suisse First Boston LLC, the initialpurchaser of the notes, to reduce the potential dilution from conversion of thenotes up to a price of our common stock of approximately $39.34 per share.  Inconnection with these hedging arrangements, Credit Suisse First BostonInternational, and/or its affiliates, has taken and, we expect, will continueto take positions in our common stock in secondary market transactions and/orwill enter into various derivative transactions.  Such hedging arrangementscould adversely affect the market price of our common stock.  In addition, theexistence of the notes may encourage short selling in our common stock bymarket participants because the conversion of the notes could depress the priceof our common stock. 

***Litigation may harm our business or otherwise distract our management.***

Substantial,complex or extended litigation could cause us to incur large expenditures anddistract our management, and could result in significant monetary or equitablejudgments against us.  For example, lawsuits by employees, patients, customers,licensors, licensees, suppliers, business partners, distributors, shareholders,or competitors could be very costly and could substantially disrupt ourbusiness.  Disputes from time to time with such companies or individuals arenot uncommon, and we cannot assure that we will always be able to resolve suchdisputes out of court or on terms favorable to us. 

***Our publicly-filed SEC reports are reviewed by the SEC from time to time and anysignificant changes required as a result of any such review may result inmaterial liability to us and have a material adverse impact on the tradingprice of our common stock.***

Thereports of publicly-traded companies are subject to review by the SEC from time to time for the purpose of assistingcompanies in complying with applicable disclosure requirements and to enhancethe overall effectiveness of companies public filings, and comprehensivereviews by the SEC of such reports are now required atleast every three years under the Sarbanes-Oxley Act of 2002.  SEC reviews often occur at the time companies fileregistration statements such as the registration statement we filed inconnection with our convertible note offering, but reviews may also be initiatedat any time by the SEC.  While we believe that ourpreviously filed SEC reports comply, and we intend thatall future reports will comply in all material respects with the publishedrules and regulations of the SEC, we couldbe required to modify or reformulate information contained in prior filings asa result of an SEC review.  Any modification orreformulation of information contained in such reports could be significant andresult in material liability to us and have a material adverse impact on thetrading price of our securities, including our common stock or our convertiblenotes.
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***Our operating results may fluctuate substantially, and could precipitateunexpected movement in the price of our common stock and convertible notes.*** 

Our common stock trades on the New York Stock Exchange underthe symbol "MNT."  On June 30, 2005, the closing price of our commonstock on the New York Stock Exchange was $41.48 per share.  On December 22, 2003, we completed an offering of $150million of convertible subordinated notes ("notes") due January 1, 2024 pursuant to Rule 144A under theSecurities Act of 1933.  The notes bear interest at 23⁄4% per annum, areconvertible into shares of our common stock at an adjusted conversion price of$29.2216 per share and are subordinated to all existing and future senior debt. The market prices ofour stock and convertible securities are subject to significant fluctuations inresponse to the factors set forth above and other factors, many of which arebeyond our control including such factors as changes in pricing policies by ourcompetitors and the timing of significant orders and shipments.

Suchfactors, as well as other economic conditions, may adversely affect the marketprice of our securities, including our common stock and convertible notes. There could be periods in which we experience shortfalls in revenue and/orearnings from levels expected by securities analysts and investors, which couldhave an immediate and significant adverse effect on the trading price of our securities,including our common stock and our convertible notes.

**Item 3.**    **Quantitativeand Qualitative Disclosures about Market Risk**

Therehave been no material changes in our exposure to market risk as reported inItem 7A in our Annual Report on Form 10-K for the fiscal year ended March 31,2005.

**Item 4.**    **Controlsand Procedures**

We maintaindisclosure controls and procedures (as defined in Rules 13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934, as amended (the"Exchange Act")) that are designed to ensure that informationrequired to be disclosed in our reports filed under the Exchange Act, isrecorded, processed, summarized and reported within the time periods specifiedin the SEC's rules and forms, and that such information is accumulated andcommunicated to our management, including our Chief Executive Officer and ChiefFinancial Officer, as appropriate, to allow timely decisions regarding requireddisclosure.  In designing and evaluating the disclosure controls andprocedures, management recognized that any controls and procedures, no matterhow well designed and operated, can provide only reasonable assurance ofachieving the desired control objectives, and management necessarily wasrequired to apply its judgment in evaluating the cost-benefit relationship ofpossible controls and procedures.

We carried outan evaluation under the supervision and with the participation of management,including our Chief Executive Officer and Chief Financial Officer, of theeffectiveness of the design and operation of our disclosure controls andprocedures as of June 30, 2005, the end ofthe period covered by this report.  Based on that evaluation, our ChiefExecutive Officer and Chief Financial Officer concluded that our disclosurecontrols and procedures were effective at the reasonable assurance level as of June30, 2005.

There have beenno changes in our internal control over financial reporting (as defined inRules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2005 that materially affected, or arereasonably likely to materially affect, our internal control over financialreporting.

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****
**PART II - OTHER INFORMATION**

**Item 1.    LegalProceedings**

OnMarch 4, 2004, John H. Alico, et. al., d/b/a PTFRoyalty Partnership ("PTF") filed a lawsuit against us in theBusiness Litigation Session of the Superior Court of Massachusetts, SuffolkCounty in which PTF alleges, among other things, breach of a merger agreementthat involved our acquisition of Mentor O&O, Inc. ("O&O"), anunrelated entity at that time, which was dated as of March 14, 1990 ("Merger Agreement") (prior to the merger,O&O had no affiliation with us).  PTF alleges that we breached theterms of the Merger Agreement by failing to exert commercially reasonable anddiligent efforts to obtain approval by the FDA for a product used for thetreatment of urinary incontinence and by failing to accurately account for andpay royalties due thereunder.  PTF seeks damages in excess of $18 million,which is the maximum amount of royalties PTF could have received under theMerger Agreement.  After almost ten years, in or about January 2001, weelected to discontinue pursuing FDA approval for the product, given the FDA'srepeated and ongoing concerns regarding the product's use for urinaryincontinence.  We complied with all of our obligations under the MergerAgreement, which specifically provided that we were under no obligation toengage in efforts or expenditures in respect of the product which we in goodfaith deemed to be inadvisable based on various factors.  Accordingly, weintend to vigorously defend the lawsuit.  Dr. Richard Young, a member ofour Board of Directors since March 1990, is a partner of PTF and is a namedplaintiff in the above action.  Dr. Young was a shareholder and principalof O&O prior to the merger and was instrumental in facilitating the transitionafter the merger.Pursuant to Dr. Young'srequest, the PTF Partnership Agreement has recently been amended to permitwithdrawal of partners from the PTF Royalty Partnership upon notice.  On June 3, 2005, Dr. Young submitted his notice ofwithdrawal to the Partnership, and a joint stipulation removing Dr. Young fromthe caption of the complaint and as a named party to the litigation was enteredby the court in June 2005.

Inaddition, in the ordinary course of our business we experience other varied typesof claims that sometimes result in litigation or other legal proceedings. Although there can be no certainty, we do not anticipate that any of theseproceedings will have a material adverse effect on us.

**Item 2.    UnregisteredSales of Equity Securities and Use of Proceeds**

None. 

**Item 3.    DefaultsUpon Senior Securities**

None. 

**Item 4.    Submissionof Matters to a Vote of Security Holders**

None.

**Item 5.    Other Information**

None

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** Item 6. Exhibits**

                31.1 Certification of PrincipalExecutive Officer Pursuant To Section 302 of The Sarbanes-Oxley Act of 2002.31.2 Certification of Principal Financial Officer Pursuant To Section 302 of The Sarbanes-Oxley Act of 2002.32.1 CEO Certification Pursuant To 18 U.S.C. Section 1350,As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002,filed herewith.32.2 CFO Certification Pursuant To 18 U.S.C. Section 1350,As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002,filed herewith.

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**SIGNATURES**

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.

**MENTOR CORPORATION**

(Registrant)

Date:

August 8,   2005

By:

/s/JOSHUA H. LEVINE

Joshua H. Levine

Chief Executive Officer

Date:

August 8,   2005

By:

/s/LOREN L .MCFARLAND

Loren L. McFarland

Chief Financial Officer

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