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 December 31, 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 February 9, 1996 was:

                  Common stock, $.10 par value 24,778,143 shares




<PAGE>




                               Mentor Corporation

                                      INDEX


Part I.  Financial Information

Item 1.  Financial Statements (unaudited)

Condensed Consolidated Statements of Financial
Position -- December 31, 1995 and March 31,1995............................3-4
Consolidated Statements of Income -- Three Months
Ended December 31, 1995 and 1994.............................................5
Consolidated Statements of Income -- Nine Months
Ended December 31, 1995 and 1994.............................................6
Condensed Consolidated Statements of Cash Flows --
Nine Months Ended December 31, 1995 and 1994.................................7
Notes to Condensed Consolidated Financial Statements--
December 31, 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
                      December 31, 1995 and March 31, 1995
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                       December 31,                March 31,
(dollars in thousands)                                     1995                      1995
                                                                      
ASSETS
<S>                                                    <C>                       <C>    
Current assets:
    Cash and marketable securities                     $     15,262              $     11,379
    Accounts receivable, net                                 33,660                    30,026
    Inventories                                              33,572                    29,994
    Deferred income taxes                                     6,867                     6,918
    Other                                                     2,381                     2,741
                                                                       
          Total current assets                         $     91,742              $     81,058
                                                                       
Property, plant and equipment,
     net of accumulated depreciation                         26,083                    25,538

Other assets:
  Deferred income taxes                                       1,396                     1,400
  Patents, licenses, trademarks and bond issue costs
     net of accumulated amortization                          4,404                     6,287
  Goodwill, net of accumulated amortization                  13,725                    13,523
  Other assets                                                2,890                       954
                                                              
                                                             22,415                    22,164
                                                                      

Total assets                                           $    140,240              $    128,760
</TABLE>

See Notes to Condensed Consolidated Financial Statements



<PAGE>



                               Mentor Corporation
             Condensed Consolidated Statements of Financial Position
                      December 31, 1995 and March 31, 1995
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                       December 31,                March 31,
(dollars in thousands)                                     1995                      1995
LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                                    <C>                       <C> 
Current liabilities:

    Accounts Payable                                   $      4,892              $     2,996
    Accrued compensation                                      4,096                    5,620
    Income taxes payable                                      1,944                      606
    Interest payable                                             --                    1,145
    Dividends payable                                           626                      549
    Sales returns                                             5,965                    4,765
    Litigation settlement obligation                          4,916                    5,333
    Other accrued liabilities                                 7,521                    5,568
    Short-term borrowings and current portion
                     of long-term debt                          590                      731
            
          Total current liabilities                    $     30,550              $    27,313
                                                                        

Long-term debt                                                   71                      473
Litigation settlement obligation                                 --                    5,678
Convertible subordinated debentures                              --                   24,182

Shareholders' equity:
      Common shares, $.10 par value:
          Authorized-- 50,000,000 shares
          Issued and outstanding:
              24,746,833 shares at December 31, 1995
              21,796,776 shares at March 31, 1995             2,478                    2,180
      Capital in excess of par                               37,122                   13,941
      Cumulative translation adjustment                        (428)                    (283)
      Retained earnings                                      70,447                   55,276
                                                                       
             Shareholders' equity                      $    109,619              $    72,204
                                                                        
Total liabilities and shareholders' equity             $    140,240              $   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 December 31, 1995 and 1994
                                   (Unaudited)
<TABLE>
<CAPTION>



(in thousands, except per share data)                      1995                           1994

<S>                                                   <C>                           <C>       
Net sales                                             $  45,004                     $   38,127

Costs and expenses:
  Cost of sales                                          15,237                         13,407
  Selling, general and administrative                    16,697                         14,704
  Research and development                                3,435                          2,621
                                                              
                                                         35,369                         30,732
                                                              
Operating income                                          9,635                          7,395
  Interest expense                                         (219)                          (733)
  Interest income                                           132                             15
  Other expense                                            (126)                          (213)
                                                            
Income before income taxes                                9,422                          6,464

  Income taxes                                            3,279                          2,266
                                                              
Net income                                            $   6,143                     $    4,198


Earnings per share:
  Primary                                             $    0.23                     $     0.19
  Supplemental / Fully diluted                        $    0.23                     $     0.18
                                                                                          
</TABLE>


See notes to consolidated financial statements





<PAGE>


                               Mentor Corporation
                        Consolidated Statements of Income
                  Nine Months Ended December 31, 1995 and 1994
                                   (Unaudited)
<TABLE>
<CAPTION>



(in thousands, except per share data)                      1995                           1994
<S>                                                   <C>                           <C>  
Net sales                                             $  131,061                    $   105,544
Costs and expenses:

  Cost of sales                                           44,690                         37,007
  Selling, general and administrative                     49,190                         40,951
  Research and development                                 9,933                          7,694
                                                               
                                                             
                                                         103,813                         85,652
                                                             

Operating income                                          27,248                         19,892
  Interest expense                                          (919)                        (2,400)
  Interest income                                            319                            308
  Other expense                                             (291)                          (219)
                                                               
Income before income taxes                                26,357                         17,581
                                                              
  Income taxes                                             9,174                          6,293
                                                              
Net income                                             $  17,183                    $    11,288


Earnings per share:
  Primary                                              $    0.66                    $      0.51
  Supplemental / Fully diluted                         $    0.66                    $      0.48
                                                                                        
</TABLE>

See notes to consolidated financial statements




<PAGE>



                               Mentor Corporation
                 Condensed Consolidated Statements of Cash Flows
                  Nine Months Ended December 31, 1995 and 1994
                                   (Unaudited)
<TABLE>
<CAPTION>



(in thousands)                                             1995                           1994
<S>                                                    <C>                          <C>
Cash flows from (used by) operating activities         $   11,750                   $     4,695

Cash flows from investing activities:
        Sale of equipment, intangibles
                 and other assets                             137                           984
        Purchase of property, equipment,
                 and intangibles                           (4,614)                       (4,541)
        Reduction of notes receivable                          91                           277
                                                              
                                                       $   (4,386)                  $    (3,280)
                                                               
                                                          
Cash flows from financing activities:
        Exercise of stock options                           1,364                         1,660
        Repurchase of common shares                        (2,398)                         (303)
        Dividends paid                                     (1,779)                         (539)
        Reduction of long-term debt                          (668)                       (1,083)
        Net repayment under line
              of credit agreement                              --                        (1,532)
                                      
                                                       $   (3,481)                  $    (1,797)
                                                             

Increase (decrease) in cash, cash equivalents,
         and marketable securities                          3,883                          (382)
                                                               
Cash at beginning of period                                11,379                        10,329
 
Cash at end of period                                  $   15,262                   $     9,947
                                                                                              
</TABLE>

See notes to consolidated financial statements



<PAGE>


                               Mentor Corporation
              Notes to Condensed Consolidated Financial Statements
                                December 31, 1995


Note A

Inventories at December 31, 1995 and March 31, 1995, consisted of:

                                            
                             December 31                 March 31
                                              
                                           (In thousands)

Raw Materials         $            9,393         $            9,294
Work in process                    8,421                      5,264
Finished goods                    15,758                     15,436
                                          
                      $           33,572         $           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 December
31, 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  December  31,  1995  increased  18% to $45.0
million,  compared  to $38.1  million the prior  year.  Growth was  particularly
strong in plastic surgery, up 33% over the prior year. Sales of urology implants
picked up  strongly in the  quarter,  with a 29%  increase  over the prior year,
contributing to an overall  increase of 13% for urology.  Ophthalmic  sales were
about even with last year,  as  increases in surgical  products and  intraocular
lens sales offset declining reveneus from diagnostic equipment. 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 for the
year-to-date period.
<TABLE>
<CAPTION>

                                                          Sales by Principal Product Line

                                          For the Three Months Ended           For the Nine Months Ended
                                                 December 31,                        December 31,

                                                                     Percent                                    Percent
                                          1995            1994        Change        1995           1994          Change
                                                        
<S>                                    <C>            <C>              <C>       <C>            <C>               <C>  
Plastic surgery products               $  20,816      $  15,603        33.4%     $  64,580      $  44,974         43.6%
Urology products                          14,672         13,025        12.6%        39,334         39,196           .4%
Ophthalmology products                     9,516          9,499          .2%        27,147         21,374         27.0%
    
                                       $  45,004      $  38,127        18.0%     $ 131,061       $105,544         24.2%
                                      
</TABLE>

Cost of Sales

Cost of sales was 33.9% for the three months ended  December 31, 1995,  compared
to 35.2% 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.  In addition,  the decline in the cost of
sales was aided by the higher percentage of sales of implantable products in the
sales mix.

<PAGE>

Selling, General and Administrative Expenses

Selling,  general & administrative  expenses  decreased to 37.1% of sales in the
quarter  compared  to  38.6%  in  the  previous  year.  The  Company  is  seeing
productivity  improvements  in its sales  efforts,  particularly  in the plastic
surgery division.


Research and Development

Research  and  development  expenses  increased  to 7.6% of sales for the second
quarter,  compared to 6.9% 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 $ 514 thousand in the quarter over the prior year. At
December 31, 1994,  the Company had short term  borrowings of  approximately  $3
million,  while at both March 31,  1995 and  December  31,  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 December 31, 1995, the  debentures had been either  converted
into Common Stock or redeemed.  Interest income increased from $15 thousand last
year to $132 thousand this year, due to higher cash balances.

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 35.1% 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 $.23 for the three months ended  December 31,
1995, compared to $.19 last year, due to the increased sales and lower operating
expenses.
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1995, the Company's  working capital was $61 million compared to
$53.7  million at March 31,  1995.  The  Company's  working  capital  needs were
provided from operations.

The Company  generated $ 11.7  million of cash from  operations  during the nine
months ended  December 31,  1995,  compared to $ 4.6 million the previous  year.
Higher net income accounted for the majority of the change. In addition,  fiscal
1995's amounts  included $3.7 million in working capital acquired as a result of
the acquisition of the IOL product line from Optical Radiation.

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.  All but $48 thousand of the debentures
were  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
plans.  During July, 1995, the Company repurchased 86,000 shares (on a pre split
basis) for consideration of $2.4 million.


<PAGE>

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 December 31, 1995, the Company had no
amounts outstanding under this line.

The Company's  principal source of liquidity at December 31, 1995 consisted of $
15 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

         None

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

         Exhibit 11        Statement regarding computation of Per Share Earnings




<PAGE>


Pursuant  to the  requirement  of the  Securities  Exchange  Act  of  1934,  the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



MENTOR CORPORATION
(Registrant)





DATE:             February 12, 1996         BY:
                  Anthony R. Gette
                    President and
                    Chief Operating Officer



DATE:             February 12, 1996         BY:
                  Gary E. Mistlin
                    Chief Financial Officer



<PAGE>


Pursuant  to the  requirement  of the  Securities  Exchange  Act  of  1934,  the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


MENTOR CORPORATION
(Registrant)





DATE:             February 12, 1996         BY:       /s/ANTHONY R. GETTE
                                                     --------------------
                  Anthony R. Gette
                    President and
                    Chief Operating Officer



DATE:             February 12, 1996         BY:       /s/GARY E. MISTLIN
                                                     -------------------
                  Gary E. Mistlin
                    Chief Financial Officer