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CORRESP
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    corresp.htm

      December
23, 2008

      Mentor
Corporation

      Schedule TO-T/A filed
December 19, 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 22, 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, the Schedule TO-T/A filed with the
Commission by J&J and Merger Sub on December 17, 2008 and the Schedule
TO-T/A filed with the Commission by J&J and Merger Sub on December 19, 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.

      Offer to
Purchase

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

                1.

                We
      note your response to comment 4 in our letter dated December 17, 2008;
      however, we reissue our comment.  Please revise to omit the
      disclaimer language that you take no responsibility for the accuracy or
      completeness of the information contained in the Offer to Purchase with
      respect to Seller.

          2

      J&J
and Merger Sub acknowledge the Staff’s comment, and have revised their
disclosure to delete the last sentence of the second 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:

                “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 inaccurate, incomplete or untrue, such reports, statements
      and information were prepared by Seller and the Purchaser was not involved
      in the preparation of such reports, statements and
      information.”

      Conditions to the Offer,
page 27

                2.

                We
      note your response to comment 5 in our letter dated December 17, 2008;
      however, we reissue our comment.  Please revise the language
      that the tender offer conditions may be asserted or waived “at any time
      and from time to time.” 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.

      J&J
and Merger Sub have further reviewed the rules and regulations of the Commission
relating to the satisfaction of conditions to tender offers and have carefully
considered the Staff’s comment, including in connection with the receipt of the
Staff’s December 17, 2008 letter in respect of the Schedule
TO.  However, as set forth in the letter from J&J and Merger Sub
to the Staff dated December 19, 2008, and as further discussed with the Staff on
December 22, 2008, J&J and Merger Sub respectfully disagree with the Staff’s
comment.

      _______________

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

          3

      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:

      James
Bergin, Esq.

      Johnson
& Johnson

      One
Johnson & Johnson Plaza

      New
Brunswick, NJ  08933

      FAX and
FEDERAL EXPRESS

          UNITED
STATES

          SECURITIES
AND EXCHANGE COMMISSION

          Washington,
D.C. 20549

          SCHEDULE
TO

          Amendment
No. 3

          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. 3 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 price of $31.00 per Share net to the
seller in cash, without interest and less any required withholding taxes, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
December 12, 2008 (together with any amendments and supplements thereto, the
“Offer to Purchase”), and in the related Letter of Transmittal.

          Capitalized
terms used and not defined herein shall have the meanings assigned to such terms
in the Offer to Purchase.

          Item
11.  Additional Information.

          The second paragraph under Section
7—“Certain Information Concerning Seller” of the Offer to Purchase, as amended,
is hereby further amended by restating the final sentence of such paragraph as
follows:

          “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
inaccurate, incomplete or untrue, such reports, statements and information were
prepared by Seller and the Purchaser was not involved in the preparation of such
reports, statements and information.”

          SIGNATURE

          After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.

                    MAPLE
      MERGER SUB, INC.

                    By

                    /s/
      Richard D. Gooding

                    Name:   Richard
      D. Gooding

                    Title:     Vice
      President

                    Date:     December
      23, 2008

                    JOHNSON
      & JOHNSON

                    By

                    /s/
      John A. Papa

                    Name:   John
      A. Papa

                    Title:     Treasurer

                    Date:     December
      23, 2008