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, 1995             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 November 10, 1995 was:

                 Common stock, $.10 par value 24,713,992 shares


<PAGE>
                               Mentor Corporation

                                     INDEX


Part I.  Financial Information
 
Item 1.  Financial Statements (unaudited)

Condensed Consolidated Statements of Financial
Position -- September 30, 1995 and March 31,1995.............................3-4
Consolidated Statements of Income -- Three Months
Ended September 30, 1995 and 1994..............................................5
Consolidated Statements of Income -- Six Months
Ended September 30, 1995 and 1994..............................................6
Condensed Consolidated Statements of Cash Flows --
Three Months Ended September 30, 1995 and 1994.................................7
Notes to Condensed Consolidated Financial Statements--
September 30, 1995...........................................................8-9

Item 2.  Management's Discussion and Analysis of Results of 
Operations and Financial Condition.........................................10-13



Part II. Other Information

Item 1.  Legal Proceedings....................................................14
Item 2.  Changes in Securities................................................14
Item 3.  Defaults upon Senior Securities......................................14
Item 4.  Submission of Matters to a Vote of Security Holders .................14
Item 5.  Other Information....................................................14
Item 6.  Exhibits and Reports on Form 8-K.....................................14

List of Exhibits

11. Statement Regarding Computation of Per Share Earnings

<PAGE>

                               Mentor Corporation
            Condensed Consolidated Statements of Financial Position
                     September 30, 1995 and March 31, 1995
                                  (Unaudited)
<TABLE>
<CAPTION>



                                                       September 30,                March 31,
(dollars in thousands)                                    1995                        1995
ASSETS
<S>                                                    <C>                        <C>
Current assets:
    Cash and marketable securities                     $      11,931              $      11,379
    Accounts receivable, net                                  32,034                     30,026
    Inventories                                               31,719                     29,994
    Deferred income taxes                                      6,311                      6,918
    Other                                                      2,904                      2,741

          Total current assets                         $      84,899              $      81,058

Property, plant and equipment,
     net of accumulated depreciation                          27,334                     25,538

Other assets:
  Deferred income taxes                                        1,573                      1,400
  Patents, licenses, trademarks and bond issue costs
     net of accumulated amortization                           5,155                      6,287
  Goodwill, net of accumulated amortization                   13,316                     13,523
  Other assets                                                   864                        954

                                                              20,908                     22,164

Total assets                                           $     133,141              $     128,760
</TABLE>

See Notes to Condensed Consolidated Financial Statements
<PAGE>

                               Mentor Corporation
            Condensed Consolidated Statements of Financial Position
                     September 30, 1995 and March 31, 1995
                                  (Unaudited)
<TABLE>
<CAPTION>



                                                       September 30,                March 31,
(dollars in thousands)                                    1995                        1995
LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                    <C>                         <C>
Current liabilities:
    Accounts Payable                                   $       5,383              $       2,996
    Accrued compensation                                       3,606                      5,620
    Income taxes payable                                         495                        606
    Interest payable                                               -                      1,145 
    Dividends payable                                            624                        549
    Sales returns                                              5,965                      4,765
    Litigation settlement obligation                           4,685                      5,333
    Other accrued liabilities                                  7,277                      5,568
    Short-term borrowings and current portion 
                     of long-term debt                           735                        731

          Total current liabilities                    $      28,770              $      27,313

Long-term debt                                                   111                        473
Litigation settlement obligation                                   -                      5,678
Convertible subordinated debentures                                -                     24,182

Shareholders' equity:
      Common shares, $.10 par value:
          Authorized-- 20,000,000 shares
          Issued and outstanding:
              24,713,490 shares at September 30, 1995
              21,796,776 shares at March 31, 1995              2,471                      2,180
      Capital in excess of par                                37,036                     15,031
      Cumulative translation adjustment                         (327)                      (283)
      Retained earnings                                       65,080                     55,276

             Shareholders' equity                      $     104,260              $      72,204

Total liabilities and shareholders' equity             $     133,141              $     128,760
</TABLE>


Note:  Prior year shares  outstanding and related balances have been restated to
reflect  stock  split  in the form of a 100  percent  stock  dividend  effective
September 27, 1995.
<PAGE>


                               Mentor Corporation
                       Consolidated Statements of Income
                 Three Months Ended September 30, 1995 and 1994
                                  (Unaudited)
<TABLE>
<CAPTION>



(in thousands, except per share data)                      1995                       1994
<S>                                                    <C>                        <C>        
Net sales                                              $   42,328                 $   32,687 

Costs and expenses:
 Cost of sales                                             14,707                     11,262 
 Selling, general and administrative                       15,782                     12,754
 Research and development                                   3,078                      2,673
                                                       $   33,567                 $   26,689

Operating income                                            8,761                      5,998
  Interest expense                                           (213)                      (807)
  Interest income                                              87                        183
  Other expense                                              (114)                        (7)

Income before income taxes                             $    8,521                 $    5,367

  Income taxes                                              2,965                      1,967

Net income                                             $    5,556                 $    3,400


Earnings per share:
  Primary                                              $      .21                 $      .15
  Supplemental / Fully diluted                         $      .21                 $      .14 

</TABLE>

See notes to consolidated financial statements

<PAGE>
<TABLE>
<CAPTION>

                               Mentor Corporation
                       Consolidated Statements of Income
                  Six Months Ended September 30, 1995 and 1994
                                  (Unaudited)



(in thousands, except per share data)                      1995                       1994
<S>                                                    <C>                        <C>
Net sales                                              $   86,057                 $   67,416 

Costs and expenses:
  Cost of sales                                            29,453                     23,601 
  Selling, general and administrative                      32,493                     26,246
  Research and development                                  6,497                      5,073
                                                       $   68,443                 $   54,920

Operating income                                           17,614                     12,496

  Interest expense                                           (700)                    (1,666)
  Interest income                                             187                        293
  Other expense                                              (166)                        (6)

Income before income taxes                             $   16,935                 $   11,117 

  Income taxes                                              5,895                      4,027

Net income                                             $   11,040                 $    7,090


Earnings per share:
  Primary                                              $      .44                 $      .32
  Supplemental / Fully diluted                         $      .42                 $      .31 

</TABLE>

See notes to consolidated financial statements
<PAGE>
<TABLE>
<CAPTION>

                               Mentor Corporation
                Condensed Consolidated Statements of Cash Flows
                  Six Months Ended September 30, 1995 and 1994
                                  (Unaudited)


(in thousands)                                             1995                       1994
<S>                                                    <C>                        <C>
Cash flows from (used by) operating activities         $    7,651                 $     (839)

Cash flows from investing activities:
        Sale of equipment, intangibles
                 and other assets                             150                        257
        Purchase of property, equipment,
                 and intangibles                           (4,555)                    (3,021)
        Reduction of notes receivable                          77                        242

                                                       $   (4,328)                $   (2,522)

Cash flows from financing activities:
        Exercise of stock options                           1,271                      1,268
        Repurchase of common shares                        (2,398)        
        Dividends paid                                     (1,161)                         -
        Reduction of long-term debt                          (483)                      (330)
        Net repayment under line
           of credit agreement                                  -                     (1,132)

                                                       $   (2,771)                $     (194)


Increase (decrease) in cash, cash equivalents,
         and marketable securities                            552                     (3,555)

Cash at beginning of period                                11,379                     10,329

Cash at end of period                                  $   11,931                 $    6,774        

</TABLE>

See notes to consolidated financial statements
<PAGE>


                               Mentor Corporation
              Notes to Condensed Consolidated Financial Statements
                               September 30, 1995

Note A

Inventories at September 30, 1995 and March 31, 1995, consisted of:

                              September 30                   March 31
                                             (In thousands)

Raw Materials                 $      9,442                 $      9,294
Work in process                      8,626                        5,264
Finished goods                     13, 651                       15,436

                              $     31,719                 $     29,994


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.

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 three month period ended September
30, 1995 are not necessarily  indicative of the results that may be expected for
the year ended March 31, 1996. 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, 1995.
<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 1996              Fiscal 1995 

First Quarter                     June 30, 1995             July 1, 1994
Second Quarter                  September 29, 1995       September 30, 1994
Third Quarter                    December 29, 1995        December 30, 1994
<PAGE>

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

RESULTS OF OPERATIONS

Sales

Sales for the three  months  ended  September  30, 1995  increased  30% to $42.3
million,  compared  to $32.7  million the prior  year.  Growth was  particularly
strong in plastic  surgery,  up 48% over the prior year.  In October  1994,  the
Company  acquired the intraocular  lens (IOL) product line of Optical  Radiation
Corporation,  a  subsidiary  of Benson  Eyecare  Corporation.  This  acquisition
accounted for the large increase in ophthalmology sales in the quarter
<TABLE>
<CAPTION>

                                                   Sales by Principal Product Line

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

                                                        Percent                              Percent
                                   1995        1994      Change         1995        1994      Change

<S>                             <C>         <C>           <C>        <C>         <C>           <C>  
Plastic surgery products        $  20,651   $  13,965     47.9%      $  43,764   $  29,369     49.0%
Urology products                   13,063      13,221     -1.2%         24,662      26,172     -5.8%
Ophthalmology products              8,614       5,501     56.6%         17,631      11,875     48.5%

                                $  42,328   $  32,687     29.5%      $  86,057   $  67,416     27.7%

</TABLE>

Cost of Sales

Cost of sales was 34.7% for the three months ended September 30, 1995,  compared
to 34.5% for the same  period  last year.  The  Company  continues  to work on a
variety of efficiency  enhancements at each of its facilities.  This has allowed
the Comany to compensate for the substantially higher prices it now pays on many
of its  medical and  implant  grade  materials.  These  materials  are now being
sourced from new vendors  following the exit of certain  suppliers,  such as Dow
Corning and DuPont, from this market.


Selling, General and Administrative Expenses

Selling,  general & administrative  expenses  decreased to 37.3% of sales in the
quarter  compared  to  39.0%  in  the  previous  year.  The  Company  is  seeing
productivity  improvements  in its sales  efforts,  particularly  in the plastic
surgery division.
<PAGE>

Research and Development

Research  and  development  expenses  decreased  to 7.3% of sales for the second
quarter,  compared to 8.2% for the prior year.  The Company  continues  to spend
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.

The  Company  expects to spend the same amount of money on these PMAAs in fiscal
1996 as it did in fiscal 1995.  In addition,  the Company is beginning  clinical
studies on several new products,  specifically its Urethrin product for treating
urinary  incontinence.  Thus the  Company  expects to spend  more in  research &
development as a percent of sales in fiscal 1996 than it did in fiscal 1995.

Interest and Other Income and Expense

Interest expense decreased $ 594 thousand in the quarter over the prior year. At
September 30, 1994, the Company had short term  borrowings of  approximately  $4
million,  while at both March 31, 1995 and  September  30,  1995,  there were no
balances outstanding.  In addition, the Company called for the redemption of its
6 3/4%  Convertible  Subordinated  Debentures  during the first  quarter of this
fiscal year. As of September 30, 1995, the debentures had been either  converted
into Common Stock or redeemed. Interest income decreased from $183 thousand last
year to $ 87 thousand this year.

Included in interest  expense last year was $250  thousand for the quarter ($1.0
million  for  fiscal  1995) in imputed  interest  on the  Litigation  Settlement
Obligation.  In fiscal  1996,  this amount  decreased  to $175  thousand for the
quarter ($700 thousand for fiscal 1996).

Income Taxes

The effective rate of corporate income taxes was 34.8% for the quarter, compared
to 36.6% in the same period a year ago. The  acquisition of the IOL product line
included a  manufacturing  facility in Puerto Rico,  which under current  United
States tax laws receives Section 936 tax incentives.

Net Income

Net income per share  increased to $.21 for the three months ended September 30,
1995, compared to $.15 last year, due to the increased sales and lower operating
expenses.
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1995, the Company's working capital was $57 million compared to
$53.7  million at March 31,  1995.  The  Company's  working  capital  needs were
provided from operations.

The  Company  generated  $ 7.7  million of cash from  operations  during the six
months ended  September 30, 1995,  compared to net cash use of ($.8) million the
previous year. Higher net income  contributed $4.0 million to the increase.  The
increase in working capital this year was $6.6 million less than in the previous
year, primarily due to lower growth in accounts receivable.

The Company  anticipates  investing  approximately  $8 million in facilities and
capital  equipment in fiscal 1996. The majority of the  expenditures  will be to
complete the buildout of its manufacturing  facilities in Texas and Puerto Rico,
and for data processing equipment and software.

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 a payment of
$5.3  million  in  September  1995,  bringing  the  total  paid to date to $20.5
million.  The Company is  obligated  to make one more payment of $5.3 million in
Septemebr  1996.  This  will  complete  the  Company's   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 (after
the effect of the stock  split).  At the  indicated  rate of $.10 per year,  the
aggregate annual dividend would equal approximately $ 2.4 million.

During  the  first  quarter,  the  Company  called  for  the  redemption  of its
Convertible Subordinated debentures, with a redemption date of June 30, 1995. At
March 31, 1995, the outstanding  balance was $24.2 million. At the option of the
debenture  holder,  the  debentures  could be converted into Common Stock at the
conversion  price of $16.50.  Any  debentures not converted into Common Stock by
the  redemption  date  would be  purchased  by  Mentor at 100  percent  of their
principal  amount,  plus  accrued  interest.  As of  September  30,  all but $48
thousand of the  debentures  had been  converted  into Common Stock.  A total of
1,463,000 shares were issued to debenture holders.

Interest  accrued on the  debentures  but not paid as a result of the conversion
($1.4  million)  was  charged,  net of  applicable  tax  benefits,  directly  to
shareholders' equity. There was no impact to the income statement.

In the first  quarter,  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
<PAGE>

plans.  During  July,  1995,  the Company  had  repurchased  172,000  shares for
consideration of $2.4 million.

During the first quarter,  the Company executed a new secured $15 million credit
agreement  to  replace  its  existing  lines of  credit.  Borrowings  under  the
Agreement  will accrue  interest at the  prevailing  prime rate.  The  Agreement
includes certain covenants which, among others,  limit the dividends the Company
may pay and require maintenance of certain levels of tangible net worth and debt
service  ratios.  An annual  commitment  fee of .25% will be paid on the  unused
portion of the $15 million  credit line. At September 30, 1995,  the Company had
no amounts outstanding under this line.

The Company's principal source of liquidity at September 30, 1995 consisted of $
11.9 million in cash and  marketable  securities  plus $15.0  million  available
under its line of credit.

<PAGE>
PART II

Item 1. Legal Proceedings

In the ordinary course of its business, the Company experiences various types of
claims which  sometimes  result in  litigation or other legal  proceedings.  The
Company does not anticipate that any of these proceedings will have any material
adverse effect on the Company.

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 13, 1995

  b. Approval to amend Company's Articles of Incorporation to increase the 
     number of  authorized shares of Common Stock from 20,000,000 to 50,000,000
               Yes votes:   7,227,084      No votes: 1,963,636

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

     Exhibit 11 Statement regarding computation of Per Share Earnings