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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

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 (MM/DD/YYYY)

1/23/2009
(Street)

SANTA BARBARA, CA 93111
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/23/2009     D (16)    115250   (17) D $31   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   1/23/2009     D  (1)       50000    11/19/2004   11/19/2013   Common Stock   50000   $0   (2) 0   D    
Options, Right to Buy   $37.7   1/23/2009     D  (3)       2652    4/27/2006   4/27/2015   Common Stock   2652   $0   (4) 0   D    
Options, Right to Buy   $37.7   1/23/2009     D  (5)       147348    4/27/2006   4/27/2015   Common Stock   147348   $0   (6) 0   D    
Options, Right to Buy   $21   1/23/2009     D  (7)       35000    5/21/2004   5/21/2013   Common Stock   35000   $0   (8) 0   D    
Options, Right to Buy   $19.01   1/23/2009     D  (9)       20000    5/22/2003   5/22/2012   Common Stock   20000   $0   (10) 0   D    
Options, Right to Buy   $32.47   1/23/2009     D  (11)       100000    5/26/2005   5/26/2014   Common Stock   100000   $0   (12) 0   D    
Options, Right to Buy   $53.76   1/23/2009     D  (13)       350000      (15) 9/18/2014   Common Stock   350000   $0   (14) 0   D    

Explanation of Responses:
( 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

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. 1/27/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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