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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LEVINE JOSHUA
   2. Issuer Name and Ticker or Trading Symbol
MENTOR CORP /MN/ [MNT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Former Director and Officer
(Last)
(First)
(Middle)
201 MENTOR DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
01/23/2009
(Street)

SANTA BARBARA, CA 93111		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Common Stock 01/23/2009   D(16)   115,250 (17) D $ 31 0 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options, Right to Buy $ 21.7 01/23/2009   D(1)     50,000 11/19/2004 11/19/2013 Common Stock 50,000 $ 0 (2) 0 D  
Options, Right to Buy $ 37.7 01/23/2009   D(3)     2,652 04/27/2006 04/27/2015 Common Stock 2,652 $ 0 (4) 0 D  
Options, Right to Buy $ 37.7 01/23/2009   D(5)     147,348 04/27/2006 04/27/2015 Common Stock 147,348 $ 0 (6) 0 D  
Options, Right to Buy $ 21 01/23/2009   D(7)     35,000 05/21/2004 05/21/2013 Common Stock 35,000 $ 0 (8) 0 D  
Options, Right to Buy $ 19.01 01/23/2009   D(9)     20,000 05/22/2003 05/22/2012 Common Stock 20,000 $ 0 (10) 0 D  
Options, Right to Buy $ 32.47 01/23/2009   D(11)     100,000 05/26/2005 05/26/2014 Common Stock 100,000 $ 0 (12) 0 D  
Options, Right to Buy $ 53.76 01/23/2009   D(13)     350,000   (15) 09/18/2014 Common Stock 350,000 $ 0 (14) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LEVINE JOSHUA
201 MENTOR DRIVE
SANTA BARBARA, CA 93111		       Former Director and Officer

Signatures

 /S/Joseph A. Newcomb, attorney-in-fact.   01/27/2009
**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) These options were cancelled immediately prior to the Merger for a cash payment per underlying share equal to the difference between the exercise price and $31.00.
(2) These options were cancelled immediately prior to the Merger for a cash payment per underlying share equal to the difference between the exercise price and $31.00.
(3) Option cancelled pursuant to the terms of the Merger Agreement.
(4) Option cancelled pursuant to the terms of the Merger Agreement.
(5) Option cancelled pursuant to the terms of the Merger Agreement.
(6) Option cancelled pursuant to the terms of the Merger Agreement.
(7) These options were cancelled immediately prior to the Merger for a cash payment per underlying share equal to the difference between the exercise price and $31.00.
(8) These options were cancelled immediately prior to the Merger for a cash payment per underlying share equal to the difference between the exercise price and $31.00.
(9) These options were cancelled immediately prior to the Merger for a cash payment per underlying share equal to the difference between the exercise price and $31.00.
(10) These options were cancelled immediately prior to the Merger for a cash payment per underlying share equal to the difference between the exercise price and $31.00.
(11) Option cancelled pursuant to the terms of the Merger Agreement.
(12) Option cancelled pursuant to the terms of the Merger Agreement.
(13) Option cancelled pursuant to the terms of the Merger Agreement.
(14) Option cancelled pursuant to the terms of the Merger Agreement.
(15) Option cancelled pursuant to the terms of the Merger Agreement.
(16) Each share of Common Stock disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of December 1, 2008, among Johnson & Johnson, Maple Merger Sub, Inc. and Mentor Corporation in exchange for $31.00 per share in cash.
(17) Estimated to include 83,250 shares of common stock to be received in the conversion of a similar number of LTIP Performance Units. The actual number of shares is subject to change upon finalization of the transaction

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