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 * Emmons Michael L   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 (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(8)   3,443 (9) 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

$ 23.85

01/23/2009

D(1)

10,000

(3)

09/15/2018

Common Stock

10,000

$ 0 (2)

0

D

Options, Right to Buy

$ 35.13

01/23/2009

D(4)

20,000

09/15/2005

09/15/2014

Common Stock

20,000

$ 0 (5)

0

D

Options, Right to Buy

$ 44.24

01/23/2009

D(6)

2,500

09/17/2008

09/17/2017

Common Stock

2,500

$ 0 (7)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Emmons Michael L 201 MENTOR DRIVE SANTA BARBARA, CA 93111				Former Director

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)	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.
(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)	Option cancelled pursuant to the terms of the Merger Agreement.
(8)	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.
(9)	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.

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