SECURITIES AND EXCHANGE COMMISSION
                                    Washington D.C.

                                      FORM 10-Q


                       Quarterly Report Under Section 13 or 15(d)
                         Of the Securities Exchange Act of 1934


For Quarter Ended September 30. 1996           Commission File Number  0-7955


                            Mentor Corporation

          (Exact name of registrant as specified in its charter)


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


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


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



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

                                    Yes   |X|                          No   |_|

The  number of shares  outstanding  for each of the  Issuer's  classes of common
stock as of October 31, 1996 was:

                  Common stock, $.10 par value 24,896,580 shares




<PAGE>




                             Mentor Corporation

                                   INDEX


Part I.  Financial Information

         Item 1.  Financial Statements (unaudited)

                  Condensed Consolidated Statements of Financial
                           Position -- September 30, 1996 and March 31,1996 3-4
                  Consolidated Statements of Income -- Three Months
                           Ended September 30, 1996 and 1995                5
                  Consolidated Statements of Income -- Six Months
                           Ended September 30, 1996 and 1995                6
                  Condensed Consolidated Statements of Cash Flows --
                           Six Months Ended September 30, 1996 and 1995     7
                  Notes to Condensed Consolidated Financial Statements--
                           September 30, 1996                               8-9

         Item 2.  Management's Discussion and Analysis of Results of
                           Operations and Financial Condition              10-12



Part II. Other Information

         Item 1.  Legal Proceedings........................................13
         Item 2.  Changes in Securities....................................13
         Item 3.  Defaults upon Senior Securities..........................13
         Item 4.  Submission of Matters to a Vote of Security Holders .....13

         Item 5.  Other Information........................................13
         Item 6.  Exhibits and Reports on Form 8-K.........................13

List of Exhibits

         11.      Statement Regarding Computation of Per Share Earnings
<PAGE>

<TABLE>
<CAPTION>
                              Mentor Corporation
              Condensed Consolidated Statements of Financial Position
                     September 30, 1996 and March 31, 1996
                                  (Unaudited)


                                               September 30,       March 31,
(dollars in thousands)                            1996               1996

ASSETS
Current assets:
<S>                                               <C>              <C>
Cash and marketable securities                    $ 14,199         $ 18,541
Accounts receivable, net                            38,819           34,855
Inventories                                         37,096           35,158
Deferred income taxes                               10,148           10,148
Other                                                3,919            3,143

Total current assets                               104,181          101,845

Property, plant and equipment,
net of accumulated depreciation                     31,741           29,317
Other assets:
Deferred income taxes                                 --               --
Patents, licenses, trademarks and bond issue costs
net of accumulated amortization                      4,706            4,689
Goodwill, net of accumulated amortization           13,097           13,109
Other assets                                           560              658
                                                    18,363           18,456
Total assets                                      $154,285         $149,618
</TABLE>

See Notes to Condensed Consolidated Financial Statements



<PAGE>


<TABLE>
<CAPTION>

                          Mentor Corporation
             Condensed Consolidated Statements of Financial Position
                September 30, 1996 and March 31, 1996
                               (Unaudited)


                                                September 30,      March 31,
(dollars in thousands)                              1996             1996

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
<S>                                             <C>               <C>
Accounts payable                                $  5,061          $  5,003
Accrued compensation                               5,894             6,153
Income taxes payable                                 705               428
Interest payable                                     ---                 3
Dividends payable                                    629               628
Sales returns                                      6,580             6,705
Litigation settlement obligation                     115             4,950
Other accrued liabilities                          6,221             7,425
Short-term borrowings and current portion
of long-term debt                                     51               415

Total current liabilities                         25,256            31,710

Long-term deferred taxes                           1,400             1,355
Long-term debt                                        30                58

Shareholders' equity:
Common shares, $.10 par value:
Authorized-- 20,000,000 shares
Issued and outstanding:
24,896,580 shares at September 30, 1996
24,860,642 shares at March 31, 1996                2,490            2,486
Capital in excess of par                          36,647           37,840
Cumulative translation adjustment                   (282)            (445)
Retained earnings                                 88,744           76,614
Shareholders' equity                             127,599          116,495

Total liabilities and shareholders' equity      $154,285         $149,618

</TABLE>
See Notes to Condensed Consolidated Financial Statements



<PAGE>

<TABLE>
<CAPTION>

                                    Mentor Corporation
                           Consolidated Statements of Income
                   Three Months Ended September 30, 1996 and 1995
                                     (Unaudited)

(in thousands, except per share data)               1996            1995


<S>                                              <C>             <C>
Net Sales                                        $ 48,156        $ 42,328
Costs and expenses:
Cost of sales                                      16,066          14,707
Selling, general and administrative                18,458          15,782
Research and development                            4,012           3,078
                                                   38,536          33,567
Operating income                                    9,620           8,761
Interest expense                                     (249)           (213)
Interest income                                       261              87
Other expense                                         (64)           (114)

Income before income taxes                          9,568           8,521

Income taxes                                        3,282           2,965

Net income                                          6,286           5,556

Earnings per share:
Primary                                               .24             .21

</TABLE>
See notes to consolidated financial statements






<PAGE>


<TABLE>
<CAPTION>
                              Mentor Corporation
                      Consolidated Statements of Income
                Six Months Ended September 30, 1996 and 1995
                                   (Unaudited)



(in thousands, except per share data)            1996             1995


<S>                                            <C>                <C>
Net sales                                      $98,544            $86,057
Costs and expenses:
Cost of sales                                   32,719             29,453
Selling, general and administrative             37,296             32,493
Research and development                         8,064              6,497
                                                78,079             68,443

Operating income                                20,465             17,614
Interest expense                                  (461)              (700)
Interest income                                    471                187
Other expense                                     (117)              (166)

Income before income taxes                      20,358             16,935

Income taxes                                     6,983              5,895

Net income                                     $13,375            $11,040

Earnings per share:
Primary                                        $   .51            $   .44
Supplemental/Fully diluted                         .51                .42

</TABLE>
See notes to consolidated financial statements








<PAGE>

<TABLE>
<CAPTION>
                                Mentor Corporation
                Condensed Consolidated Statements of Cash Flows
                  Six Months Ended September 30, 1996 and 1995
                                 (Unaudited)



(in thousands)                                   1996                 1995

<S>                                             <C>                  <C>
Cash flows from operating activities           % 5,450               $7,651

Cash flows from investing activities:
Sale of equipment, intangibles
and other assets                                     2                  150
Purchase of property, equipment,
and intangibles                                 (7,008)              (4,555)
Reduction of notes receivable                       40                   77
                                                (6,966)              (4,328)

Cash flows from financing activities:
Exercise of stock options                          967                1,271
Dividends paid                                  (1,244)              (1,161)
Reduction of long-term debt                       (392)                (483)
Expiration of Puts                                 104                   --
Net repayment under line of credit agreement        --                   --
Repurchase of common stock                      (2,261)              (2,398)
                                                (2,826)              (2,771)

Increase (decrease) in cash, cash equivalents,
and marketable securities                       (4,342)                 552

Cash at beginning of period                     18,541               11,379

Cash at end of period                          $14,199              $11,931

</TABLE>
See notes to consolidated financial statements




<PAGE>

<TABLE>

                              Mentor Corporation
          Notes to Condensed Consolidated Financial Statements
                            September 30, 1996

Note A

Inventories at September 30, 1996 and March 31, 1996, consisted of:

<CAPTION>
                           September 30                 March 31
                                        (In thousands)
<S>                         <C>                         <C>
Raw materials               $ 8,952                     $ 10,191
Work in process              10,026                        9,040
Finished goods               18,118                       15,927
                            $37,096                       35,158

</TABLE>

Note B

Primary  earnings per share is computed based on the weighted  average number of
Common Stock and Common Stock equivalents  outstanding during the period. Common
Stock  equivalents  represent  the  dilutive  effect of the assumed  exercise of
certain outstanding  options.  The calculation of supplemental and fully diluted
earnings per share assumes the Convertible Subordinated Debentures are converted
into Common Stock at the beginning of the period and interest expense related to
the  debentures,  net of tax,  is added to net  income.  These  Debentures  were
converted into Common Stock at June 30, 1995.

Effective  September 27, 1995,  the Company issued  12,356,856  shares of Common
Stock in  connection  with a  two-for-one  stock split.  All  references  in the
financial statements with regard to number of shares of Common Stock and related
dividend and per share amounts have been restated to reflect the stock split.

Note C

The amounts set forth in the  accompanying  statements are unaudited but, in the
opinion  of  management,  reflect  all  adjustments  (consisting  only of normal
accruals)  necessary for a fair  statement of the results of operations  for the
periods  presented.  Operating  results for the six month period ended September
30, 1996 are not necessarily  indicative of the results that may be expected for
the year ended March 31, 1997. It is suggested  that the condensed  consolidated
financial  statements  included herein be read in conjunction with the Company's
annual report on form 10-K for the year ended March 31, 1996.



<PAGE>


Note D

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

                           Fiscal 1997                    Fiscal 1996

First Quarter             June 30, 1996                   July 1, 1995
Second Quarter            September 29, 1996              September 30, 1995
Third Quarter             December 29, 1996               December 30, 1995


<PAGE>




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


Except for the historical information contained herein, the matters discussed in
this Management's  Discussion are  forward-looking  statements,  the accuracy of
which is  necessarily  subject to risks and  uncertainties.  Actual  results may
differ  significantly from the discussion of such matters in the forward looking
statements.


RESULTS OF OPERATIONS

Sales

Sales for the three  months  ended  September  30, 1996  increased  14% to $48.2
million,  compared  to $42.3  million the prior  year.  Growth was  particularly
strong in sales of plastic  surgery and surgical  urology  products,  continuing
trends of the past several quarters.


<TABLE>
<CAPTION>
                           Sales by Principal Product Line

                        For the Three Months Ended    For the Six Months Ended
                               September 30,                September 30,

                                           Percent                     Percent
                           1996    1995    Change      1996     1995   Change

<S>                       <C>      <C>                 <C>      <C>      <C>                  
Plastic surgery products  $25,484  $20,651  23.4%      $52,837  $43,764  20.7%
Urology products           14,526   13,063  11.2%       28,711   24,662  16.4%
Ophthalmology products      8,146    8,614  (5.4)%      16,998   17,631  (3.6)%
                          $48,156  $42,328  13.8%      $98,546  $86,057  14.5%

</TABLE>
Cost of Sales

Cost of sales was 33.4% for the three months ended September 30, 1996,  compared
to 34.7% for the same period last year. The  improvement  was aided by a greater
proportion of higher margin product in the sales mix.


<PAGE>



Selling, General and Administrative Expenses

Selling,  General and Administrative expenses were 38.3% of sales in the quarter
compared  to  37.3%  in the  previous  year.  The  Company  incurred  additional
administrative  and legal expenses in the quarter to settle certain  outstanding
litigation. See Item 1 - Legal Proceedings.

Research and Development

Research and development  expenses were 8.3% of sales for the quarter,  compared
to 7.3% for the prior year. The Company  continues to spend substantial funds on
its premarket  approval  applications  ("PMAAs") for its saline breast implants,
silicone  gel filled  breast  implants,  and  penile  implants.  The  Company is
committed to a variety of clinical and  laboratory  studies in  connection  with
these products.  Other major studies  underway include  Urethrin,  a product for
treating urinary incontinence and the Memory Lens, a foldable IOL. The premarket
approval  application  for the Memory Lens was submitted for filing with the FDA
during the quarter.

The Company  expects to pursue a number of  additional  clinical  studies in the
coming  year,  for  products  such as  ultrasonic  assisted  liposuction  and an
alternate  filler  breast  implant.  Thus the  Company  expects to spend more in
research  and  development  as a percent of sales in fiscal  1997 than it did in
fiscal 1996.

Interest and Other Income and Expense

Interest  expense  increased  $36  thousand in the quarter  over the prior year.
Included in interest  expense last year was $175  thousand for the quarter ($700
thousand for the fiscal year) in imputed  interest on the Litigation  Settlement
Obligation.  In fiscal 1997, this amount was $189 thousand for the quarter ($379
thousand for fiscal  1997).  This imputed  interest  will now cease as the final
payment on the Obligation was made in September 1996.

Interest  income  increased  from $87 thousand  last year to $261  thousand this
year, resulting from higher cash balances.

Income Taxes

The effective rate of corporate income taxes was 34.3% for the quarter, compared
to 34.8% in the same period a year ago.

Net Income

Net  earnings  per primary  share  increased  to $.24 for the three months ended
September 30, 1996, compared to $.21 last year, due to the increased sales.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1996, the Company's working capital was $79 million compared to
$70 million at March 31, 1996. The Company's working capital needs were provided
from operations.

The Company  generated $5 million of cash from operations  during the six months
ended  September 30, 1996,  compared to $8 million the previous year.  Increased
Net Income  was offset by  reductions  in current  liabilities  due to the final
payment on litigation settlement obligation. See discussion below.

The Company  anticipates  investing  approximately $10 million in facilities and
capital  equipment in fiscal 1997. The majority of the  expenditures  will be to
increase  capacity  at the  Company's  manufacturing  facilities  in  Texas  and
Minneapolis.

During  fiscal  1994,  the  Company  finalized  its  agreement  with the Federal
Multi-District  Plaintiffs  Steering  committee,  which settled all  outstanding
breast  implant  litigation  and  claims  against  the  Company.  The  agreement
established a settlement fund of $25.8 million,  to be funded by the Company and
its  insurers.  Under  the terms of the  agreement,  the  Company  made one more
payment of $5.3 million in September 1996. This completed the Company's monetary
obligations under the Agreement.

At the  Annual  Meeting of  Shareholders,  held  September,  1994,  the  Company
announced the resumption of a quarterly cash dividend of $.025 per share. At the
indicated  rate of $.10 per year,  the  aggregate  annual  dividend  would equal
approximately $2.5 million.

In the first  quarter of fiscal 1996,  the Company  announced  that its Board of
Directors had authorized the repurchase of up to 500,000 shares of Common Stock.
The shares purchased and retired under this program will be used to offset stock
options  previously  granted to employees of the Company  under  existing  stock
option  plans.  During the first half of fiscal  1997,  the Company  repurchased
95,000 shares for consideration of $2.3 million.

The Company's  principal  source of liquidity at September 30, 1996 consisted of
$14 million in cash and marketable  securities plus $15 million  available under
its line of credit.



<PAGE>


PART II


Item 1.  Legal Proceedings

         In regards to the litigation reported in Item 3 of the annual report on
Form 10-K for the fiscal year ended March 31, 1996, the following has occurred:

         In 1989,  the  Company  acquired  from the  Ares-Serono  Group a dermal
filler implant product line,  related assets and  technology.  The dermal filler
product is a physiologically compatible material which is injected into the skin
for correcting scars and other skin defects.  The technology  acquired included,
among  other  things,  a  license   agreement  to  certain  patents  and  patent
applications  developed  by Sheldon  Gottlieb,  M.D.  In  addition to the dermal
filler  product,  the license  agreement  also included a patent for a purported
wound healing product.

         Dr. Gottlieb had alleged that Mentor,  along with Serono  Laboratories,
Inc.(a subsidiary of Ares-Serono  Group), did not use its best efforts to market
the dermal filler product nor the purported wound healing product,  in violation
of the license agreement. During the second quarter of fiscal 1997, the case was
settled under terms which did not materially affect the financial statements.

Item 2.  Changes in Securities

         No changes have been made in any registered securities.

Item 3.  Defaults Upon Senior Securities

         No event  constituting a material  default has occurred  respecting any
senior security of the Registrant.

Item 4.  Submission of Matters to a Vote of Security Holders

         a.       Annual Meeting of Shareholders, September 12, 1996

         b.       Approval of Amendments to 1991 Stock Option Plan.
                       Yes votes:   9,430,617             No votes: 8,351,554

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

         Exhibit 11        Statement regarding computation of Per Share Earnings

<PAGE>