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CORRESP
1
filename1.htm

    corresp.htm

      (212)
474-1876

      December
19, 2008

      Mentor
Corporation

      Schedule TO-T filed December
12, 2008

      Schedule TO-T/A filed
December 17, 2008

      Filed by Maple Merger Sub,
Inc. and Johnson & Johnson

      SEC File
No. 005-35178

      Dear Ms.
Kim:

      On behalf of Johnson & Johnson
(“J&J”) and
Maple Merger Sub, Inc. (“Merger Sub”), this
letter responds to your letter dated December 17, 2008 (the “Comment Letter”),
providing comments to the Schedule TO-T filed with the Securities and Exchange
Commission (the “Commission”) by
J&J and Merger Sub on December 12, 2008 and the Schedule TO-T/A filed with
the Commission by J&J and Merger Sub on December 17, 2008 (as amended, the
“Schedule
TO”).  For your convenience, each comment from the Comment
Letter has been reproduced below, followed by J&J’s and Merger Sub’s
response to such comment.  Capitalized terms defined in the Schedule
TO and used in the following responses without definition have the meanings
specified in the Schedule TO.

      Schedule
TO-T

      General

                1.

                We
      note that Johnson & Johnson has signed the Schedule TO and is listed
      as a filing person.  Please revise the cover of the Schedule TO
      to clarify that Johnson & Johnson is a co-bidder and not merely the
      parent of Maple Merger Sub.  Refer to Section II.D.2. of the
      Current Issues and Rulemaking Projects Outline (November 14,
      2000).

      J&J and Merger Sub acknowledge the
Staff’s comment and have revised the cover of their Schedule TO filing in
accordance therewith.

          2

      Offer to
Purchase

      Terms of the Offer, page
2

                2.

                We
      note that the offer is conditioned on the tender of a majority of the
      total number of outstanding shares.  Please note that if you
      waive the minimum condition, which in our view is a material offer
      condition, five business days must remain in the offer and the offer
      document must be amended to disclose the change.  Please confirm
      your understanding.

      As disclosed in the Schedule TO, the
Merger Agreement provides that the Purchaser cannot change, waive or modify the
Minimum Tender Condition without the consent of Seller.  Neither
J&J nor Merger Sub anticipate waiving the Minimum Tender
Condition.  However, while J&J and Merger Sub do not agree or
disagree with the Staff’s view that the Minimum Tender Condition is a material
offer condition, J&J and Merger Sub will confirm that, in this transaction,
in the event they waive the Minimum Tender Condition, at least five business
days will remain in the Offer and the Schedule TO will be amended to disclose
the waiver and any related change in the Expiration Date of the
Offer.

      Determination of Validity,
page 7

                3.

                Explain
      to us the purpose of the language that your interpretation of the terms
      and conditions of the offer will be final and binding.  Please
      disclose, here and throughout your document, that only a court of
      competent jurisdiction can make a determination that will be final and
      binding upon the parties.  In addition, please disclose that
      security holders may challenge your
  determinations.

      J&J and Merger Sub acknowledge the
Staff’s comment and have revised the disclosure by deleting from page 7 of the
Offer to Purchase the sentence “The Purchaser’s interpretation of the terms and
conditions of the Offer (including the Letter of Transmittal and the
instructions thereto) will be final and binding”.  In addition, in
acknowledgment of the Staff’s comment, J&J and Merger Sub have revised their
disclosure on pages 3, 7 and 8 of the Offer to Purchase to clarify that the
Purchaser’s determination as to any questions relating to the validity, form,
eligibility and acceptance for payment of any tender of Shares will be subject
to any Offer participant disputing the Purchaser’s determination in a court of
competent jurisdiction.

      [Certain Information
Concerning Parent and the Purchaser], page 10

                4.

                Please
      revise to omit the disclaimer language that you take no responsibility for
      the accuracy or completeness of information contained in the Offer to
      Purchase with respect to Seller.

      J&J and Merger Sub acknowledge the
Staff’s comment, and have revised their disclosure to delete the third paragraph
under the caption “Certain Information Concerning Seller” in the Offer to
Purchase and, in lieu thereof, have added the following sentence to the end of
the second paragraph under that caption:

          3

      “Although
the Purchaser has no knowledge that any information included in the periodic
reports, proxy statements and other information filed by Seller with the SEC is
untrue, the Purchaser takes no responsibility for the accuracy or completeness
of such information or for any failure by Seller to disclose any events which
may have occurred or may affect the significance or accuracy of any such
information.”

      Conditions to the Offer,
page 27

                5.

                All
      conditions to the tender offer, other than those conditions dependent upon
      the receipt of necessary government approvals, must be satisfied or waived
      prior to the expiration of the tender offer.  We note that the
      language in the second-to-last paragraph to this section indicates that
      the tender offer conditions may be asserted or waived “at any time and
      from time to time.” Please revise.

      J&J and Merger Sub have reviewed
carefully the rules and regulations of the Commission relating to the
satisfaction of conditions to tender offers, the expiration of tender offers and
the acceptance for payment of shares tendered pursuant to tender offers and the
Commission’s published interpretations of those rules and regulations, as well
as the court decisions interpreting those rules and regulations, including the
Second Circuit’s opinion in MacFadden Holdings, Inc. v. JB Acquisition Corp.,
802 F.2d 62 (2d Cir. 1986) (the Blair
case).  Under Rule 14e-1(c), the Purchaser is required to pay the
consideration offered or return the securities deposited promptly after the
termination or withdrawal of the Offer.  As is disclosed in the
Schedule TO, the Purchaser will comply with this Rule.  Under Rule
14e-1(d), the Purchaser may not extend the Offer without issuing a notice of
extension by press release or other public announcement not later than the
earlier of 9:00 a.m., eastern time, on the next business day after the scheduled
expiration date of the Offer and the first opening of the New York Stock
Exchange on the next business day after the scheduled expiration date of the
Offer.  As is disclosed in the Schedule TO, the Purchaser will comply
with this Rule if it extends the Offer.

      J&J and the Purchaser believe that
the Schedule TO and the Offer comply fully with the letter and spirit of all the
rules and regulations of the Commission relating to the satisfaction of
conditions to tender offers, the expiration of tender offers and the acceptance
for payment of shares tendered pursuant to tender offers and the Commission’s
published interpretations of those rules and regulations, as well as the court
decisions interpreting those rules and regulations.  In addition, the
language identified in the Staff’s comment and set forth in the second-to-last
paragraph of the Offer to Purchase under the caption “Certain Conditions of the
Offer” is identical to the corresponding language in the Merger Agreement and
resulted from an arms’-length negotiation between J&J and
Seller.  Accordingly, J&J and Merger Sub believe that it is
appropriate to disclose this information to holders of Shares, as it reflects
the terms of the Merger Agreement, and believe that to disclose otherwise would
be misleading to such holders.

          4

      Miscellaneous, page
31

                6.

                We
      note that you state that the offer “is not being made to (nor will tenders
      be accepted from or on behalf of) holders of Shares in any jurisdiction in
      which the making of the Offer or the acceptance thereof would not be in
      compliance with the securities, blue sky or other laws of such
      jurisdiction.”  Please note that the all-holders provision in
      Rule 14d-10 applies equally to U.S. as well as non-U.S. target holders.
      While you are not required to disseminate the offer materials in
      jurisdictions outside of the United States, the statement in your
      parenthetical that tenders from security holders in certain foreign
      jurisdictions will not be accepted should be revised.  Refer to
      the interpretive guidance in section II.G.1 of SEC Release
      33-8957.  To the extent you intended to limit your offer
      solely in reliance on Rule 14-10(b)(2), please clarify that in your
      response.  Otherwise, please revise to ensure compliance with
      Rule 14d-10.

      J&J and Merger Sub acknowledge the
Staff’s comment and have revised the disclosure by deleting the parenthetical
“(nor will tenders be accepted from or on behalf of)” from page 31 of the Offer
to Purchase.

      _______________

      For your convenience, we have enclosed
a copy of the Schedule TO as amended.

      As requested by the Staff in the
closing comments of the Comment Letter, attached hereto as Annex A is a written
acknowledgement from J&J and Merger Sub.

          5

      If you have any questions regarding the
contents of this letter, please do not hesitate to contact me at the above
number.

                Sincerely,

                /s/
      Damien R. Zoubek

                Damien
      R. Zoubek

      Ms. Peggy
Kim

      Special
Counsel

      U.S.
Securities and Exchange Commission

      Office of
Mergers & Acquisitions

      100 F
Street, N.E.

      Washington,
D.C.  20549-3628

      Copy
to:

      Allen
Kim, Esq.

      Johnson
& Johnson

      One
Johnson & Johnson Plaza

      New
Brunswick, NJ  08933

        FAX and
FEDERAL EXPRESS

          Annex
A

          Each of
the undersigned hereby acknowledges that in connection with each Schedule TO-C
filed December 2, 2008, the Schedule TO-T filed December 12, 2008 and the
Schedule TO-T/A filed December 17, 2008 (File No. 005-35178):

                    ●

                    Each
      of the undersigned is responsible for the adequacy and accuracy of the
      disclosure in its filings with the Securities and Exchange Commission (the
      “Commission”);

                    ●

                    Comments
      of the Staff of the Commission or changes to disclosure in response to
      Staff comments do not foreclose the Commission from taking any action with
      respect to the filings; and

                    ●

                    The undersigned may not assert
      Staff comments as a defense in any proceeding initiated by the Commission
      or any person under the Federal securities laws of the United
      States.

                    JOHNSON
      & JOHNSON

                    by

                    /s/
      Allen Y. Kim

                    Name:
      Allen Y. Kim

                    Title:  Attorney-in-Fact

                    MAPLE
      MERGER SUB, INC.

                    by

                    /s/
      Susan E. Morano

                    Name:
      Susan E. Morano

                    Title:
      Chief Executive Officer

          UNITED
STATES

          SECURITIES
AND EXCHANGE COMMISSION

          Washington,
D.C. 20549

          SCHEDULE
TO

          Amendment
No. 2

          Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)

          of
the Securities Exchange Act of 1934

          MENTOR
CORPORATION

          (Name of
Subject Company (Issuer))

          MAPLE
MERGER SUB, INC.

          (Offeror)

          A Wholly
Owned Subsidiary of

          JOHNSON
& JOHNSON

          (Offeror)

          (Names of
Filing Persons (identifying status as offeror, issuer or other
person))

          COMMON
STOCK, $0.10 PAR VALUE

          (Title of
Class of Securities)

          587188103

          (CUSIP
Number of Class of Securities)

          Allen
Y. Kim, Esq.

          Johnson
& Johnson

          One
Johnson & Johnson Plaza

          New
Brunswick, NJ 08933

          (732)
524-6400

          (Name,
address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)

          Copies
to:

          Robert
I. Townsend, III, Esq.

          Damien
R. Zoubek, Esq.

          Cravath,
Swaine & Moore LLP

          Worldwide
Plaza

          825
Eighth Avenue

          New
York, NY 10019-7475

          (212)
474-1000

                    CALCULATION
      OF FILING FEE

                    Transaction
      Valuation(1)

                    Amount
      of Filing Fee(2)

                    $1,256,184,542

                    $49,368.06

          (1) Estimated
for purposes of calculating the filing fee only. This amount was determined by
multiplying 40,522,082 shares of Mentor Corporation common stock (representing
the shares of common stock outstanding, in-the-money options, shares of common
stock issuable upon the exercise of outstanding performance stock unit awards
and shares of common stock issuable upon conversion of Mentor Corporation’s
outstanding 2.75% Convertible Subordinated Notes, due 2024, in each case
outstanding as of November 28, 2008 and the shares of common stock subject to
outstanding rights under the employee stock purchase plan of Mentor Corporation
as of December 1, 2008), by $31.00 per share (which is the offer
price).

          (2) The
filing fee was calculated in accordance with Rule 0-11 under the Securities
Exchange Act of 1934 and Fee Rate Advisory #6 for fiscal year 2008, issued
December 27, 2007, by multiplying the transaction value by
.0000393.

          x  Check the
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the form or schedule and
the date of its filing.

                    Amount
      Previously Paid: $49,368.06

                    Filing
      Party: Johnson & Johnson and Maple Merger Sub, Inc.

                    Form
      of Registration No.: Schedule TO

                    Date
      Filed: December 12, 2008

          o  Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.

          Check the
appropriate boxes below to designate any transactions to which the statement
relates:

          x  Third-party
tender offer subject to Rule 14d-1.

          o  Issuer
tender offer subject to Rule 13e-4.

          o  Going-private
transaction subject to Rule 13e-3.

          o  Amendment
to Schedule 13D under Rule 13d-2.

          Check the
following box if the filing is a final amendment reporting the results of the
tender offer.  o

          This Amendment No. 2 to the Tender
Offer Statement on Schedule TO (this “Amendment”) is filed by (i) Maple Merger
Sub, Inc., a Minnesota corporation (the “Purchaser”) and wholly owned subsidiary
of Johnson & Johnson, a New Jersey corporation (“Parent”), and (ii) Parent.
This Amendment amends and supplements the Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission on December 12, 2008, as
amended, (together with any amendments and supplements thereto, the “Schedule
TO”), and relates to the offer (the “Offer”) by the Purchaser to purchase all of
the outstanding shares of common stock, par value $0.10 per share (the
“Shares”), of Mentor Corporation, a Minnesota corporation (“Seller”), at a
purchase pr