Edgar Filing: MENTOR CORP /MN/

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

VA PARTNERS LLC

2. Issuer Name and Ticker or Trading Symbol
MENTOR CORP /MN/ [MNT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

435 PACIFIC AVENUE, FOURTH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2004

(Street)

SAN FRANCISCO, CA 94133

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/13/2004		S		1,500,000	D	$ 33.85	5,399,818	I	See Footnote ⁽¹⁾ ⁽²⁾
Common Stock	12/14/2004		S		750,000	D	$ 34	4,649,818	I	See Footnote ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VA PARTNERS LLC 435 PACIFIC AVENUE FOURTH FLOOR SAN FRANCISCO, CA 94133	X	X
UBBEN JEFFREY W 435 PACIFIC AVENUE, FOURTH FLOOR SAN FRANCISCO, CA 94133	X	X
KAMIN PETER H TWO INTERNATIONAL PLACE, 25TH FLOOR BOSTON, MA 02110	X	X

Signatures

VALUEACT CAPITAL MASTER FUND, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER By: /s/ George F. Hamel, Jr. Managing Member		12/15/2004
^**Signature of Reporting Person		Date
VALUEACT CAPITAL PARTNERS CO-INVESTORS, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER By: /s/ George F. Hamel, Jr. Managing Member		12/15/2004
^**Signature of Reporting Person		Date
VALUEACT CAPITAL PARTNERS, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER By: /s/ George F. Hamel, Jr. Managing Member		12/15/2004
^**Signature of Reporting Person		Date
VALUEACT CAPITAL PARTNERS II, L.P., BY VA PARTNERS, L.L.C., ITS GENERAL PARTNER By: /s/ George F. Hamel, Jr. Managing Member		12/15/2004
^**Signature of Reporting Person		Date
VALUEACT CAPITAL INTERNATIONAL, LTD., BY VA PARTNERS, L.L.C., ITS INVESTMENT MANAGER By: /s/ George F. Hamel, Jr. Managing Member		12/15/2004
^**Signature of Reporting Person		Date
VA PARTNERS, L.L.C. By: /s/ George F. Hamel, Jr. Managing Member		12/15/2004
^**Signature of Reporting Person		Date
By: /s/ Jeffrey W. Ubben		12/15/2004
^**Signature of Reporting Person		Date
By: /s/ George F. Hamel, Jr.		12/15/2004
^**Signature of Reporting Person		Date
By: /s/ Peter H. Kamin		12/15/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	As General Partner and Investment Manager of ValueAct Capital Master Fund, L.P., ValueAct Capital Partners Co-Investors, L.P., ValueAct Capital Partners, L.P., ValueAct Capital Partners II, L.P., and ValueAct Capital International, Ltd.
(2)	These securities are also beneficially owned by Jeffrey W. Ubben, George F. Hamel, Jr., and Peter H. Kamin as Managing Members, Principal Owners and Controlling Persons of VA Partners, LLC. In addition, Mr. Ubben is a director of the issuer. The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest therein.
Remarks: Joint Filer Information Name: ValueAct Capital Master Fund, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Mentor Corporation (MNT) Date of Event Requiring Statement: 12/13/2004 Name: ValueAct Capital Partners Co-Investors, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Mentor Corporation (MNT) Date of Event Requiring Statement: 12/13/2004 Name: ValueAct Capital Partners, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Mentor Corporation (MNT) Date of Event Requiring Statement: 12/13/2004 Name: ValueAct Capital Partners II, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Mentor Corporation (MNT) Date of Event Requiring Statement: 12/13/2004 Name: ValueAct Capital International, Ltd. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Mentor Corporation (MNT) Date of Event Requiring Statement: 12/13/2004 Name: Jeffrey W. Ubben Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Mentor Corporation (MNT) Date of Event Requiring Statement: 12/13/2004 Name: George F. Hamel, Jr. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Mentor Corporation (MNT) Date of Event Requiring Statement: 12/13/2004 Name: Peter H. Kamin Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: VA Partners, L.L.C. Issuer and Ticker Symbol: Mentor Corporation (MNT) Date of Event Requiring Statement: 12/13/2004

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.