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     SEC Comment Response Letter

[Cintas
Corporation Stationery]

November
19, 2004

United
States Securities and

Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, DC 20549

Attention:
Michael Moran, Branch Chief

Re:
Cintas Corporation

Form 10-K for the year ended May 31, 2004

Form 10-Q for quarter ended August 31, 2004

File No.  0-11399

Ladies and Gentlemen:

This letter sets forth below the
detailed responses of Cintas Corporation (the “Company”) to the comments of the
Staff of the Commission in its letter to the Company dated November 10, 2004, with respect
to the above referenced Form 10-K and Form 10-Q filings of the Company. In responding to
the Staff’s comments, we have utilized the headings and numbering system in the
Staff’s letter. This letter has been filed with the Commission as correspondence
through EDGAR.

We understand all of your comments
and are prepared to include all such items in future filings.

FORM 10-K FOR THE YEAR
ENDED MAY 31, 2004

Item 7.     Management's Discussion and
Analysis of Financial Condition and Results of Operations

Results of Operations,
page 8

General

          1.

          In future filings, we will provide the extent for each reason
          for the change from prior year in expense line items such as selling, general
          and administrative expenses in accordance with Item 303(a)(3) of Regulation S-K.

Liquidity and Capital
Resources
Contractual Obligations, page 14

          2.

          We provided information regarding off-balance sheet arrangements in footnote (3)
          to the Long-Term Contractual Obligations table on page 14 on Form 10-K,
          indicating that our operating leases consist primarily of building leases and
          synthetic leases on two corporate jets. The synthetic leases on the aircraft do
          not currently have, and are not reasonably likely to have, a current or future
          material effect on our financial condition, changes in our financial condition,
          revenues or expenses, results of operations, liquidity, capital expenditures or
          capital resources. We have no other off-balance sheet arrangements. In
          accordance with Item 303(a)(4) of Regulation S-K, we will continue to evaluate
          the disclosure of this information in future filings.

          3.

          In future filings and in accordance with Item 303(a)(5) of Regulation S-K, we
          will revise our contractual obligations table to include (1) scheduled interest
          payments on our outstanding debt, (2) estimated payments under interest swap
          agreements, and (3) estimated future cash funding requirements related to our
          defined contribution, incentive, savings or other types of post-employment
          benefit plans, if material. We will also include a discussion on any necessary
          assumptions used to derive any of the amounts disclosed in the table.

Item 8.    Financial
Statements and Supplemental Data

Consolidated Financial
Statements
Consolidated Statements of Shareholders’ Equity

          4.

          All components of comprehensive income in the Consolidated Statements of
          Shareholders’ Equity are presented net of tax. The amount of the income tax
          provisions related to foreign currency translation adjustments for our fiscal
          year 2004 was less than $15,000, which is not material to our financial
          statements. In future filings, we will disclose that the components of
          comprehensive income, including foreign currency translation adjustments, are
          presented net of tax. We will also disclose the amount of tax related to the
          foreign currency translation in future filings, if that amount becomes material.

Notes to Consolidated
Statements
Note 1.   Significant Accounting Policies

          5.

          In future filings, we will disclose the types of amounts that we include in the
          cost of rentals, cost of other services and the selling, general and
          administrative expense line items. We do include inbound freight charges,
          purchasing and receiving costs, inspection costs, warehousing costs and the
          other costs of our distribution network in our cost of rentals and/or cost of
          other services.

Note 5.    Long-Term Debt,
page 30

          6.

          Cintas has certain significant covenants related to our debt agreements. These
          covenants limit our ability to incur certain liens, to engage in sale-leaseback
          transactions and to merge, consolidate or sell all or substantially all of our
          assets. These covenants also require us to maintain certain debt to
          capitalization and interest coverage ratios. Cross default provisions exist
          between certain debt instruments. If a default were to occur above a certain
          threshold, a cross default would be triggered. We are in compliance with all of
          our significant debt covenants for all periods presented. Were a default of a
          significant covenant to occur, the default could result in an acceleration of
          our indebtedness, impair our liquidity and limit our ability to raise future
          capital. In accordance with Rule 4-08(c) of Regulation S-X, we will disclose
          this information in future filings.

Note 6.    Leases, page 30

          7.

          In our accounting for leases, your assumption is correct. That is, step rent
          provisions and escalation clauses and capital improvements funding and other
          lease concessions are taken into account in computing our minimum lease
          payments, and the minimum lease payments are recognized on a straight-line basis
          over the minimum lease term. We will disclose this in future filings. Our lease
          payments are not dependent on an existing index or rate and therefore these
          indexes and rates are not included in our minimum lease payments.

Note 8.    Acquisitions,
page 32

          8.

          In future filings, we will provide additional information describing the types
          of businesses we acquired during the year (e.g. rental business or other
          services) in accordance with paragraph 53 of SFAS 141. We will also increase
          disclosures concerning goodwill and intangible assets, including the amount
          allocated to intangible assets, as required by paragraph 52 of SFAS 141, as
          referenced by paragraph 53(d). A significant portion of the assets acquired in
          fiscal years 2004 and 2003 were intangibles.

          9.

          We determine fair value of service contracts acquired through acquisitions using
          a discounted cash flow model which includes assumptions on customer retention,
          customer growth, future price increases and customer profitability. These
          assumptions are based on historical Company experience as well as current
          economic conditions. Service contracts typically relate to acquired written
          contracts with acquired customers for a specific service (such as uniform rental
          services) and for a specific term. The estimated useful life of service
          contracts is determined based on expected retention levels (based on historical
          experience) as well as average contract term, including any applicable renewals.
          Our basis for this treatment under GAAP is located in paragraphs 12 and 13 of
          SFAS 142. The amount of purchase price allocated to service contracts was $20.5
          million of the $113.3 million of assets acquired in fiscal 2004 and $6.8 million
          of the $36.7 million of assets acquired in fiscal 2003.

Item 15.    Exhibits,
Financial Statement Schedules and Report on Form 8-K
(a)(2) Financial Statement
Schedule
Schedule II – Valuation and Qualifying Accounts

          10.

          The amounts of sales returns and allowances for the year ending May 31, 2004, and
          May 31, 2003, were $1.6 million and $1.5 million, respectively. These balances
          were not considered significant and were therefore excluded from Schedule II. If
          this reserve were to become significant, we would include it in future filings
          as in accordance with Rules 5-04 and 12-09 of Regulation S-X.

(a)(3)  Exhibits

Exhibits 31.1 and 31.2

          11.

          We will delete the title of the officer from the first sentence of each
          certification. The inclusion of our CEO’s and CFO’s title in the first
          line of each certification was not intended to limit the capacity in which such
          individuals provided the certifications in our Form 10-K for the year ended May
          31, 2004, or for our Form 10-Q for the quarter ended August 31, 2004.

FORM 10-Q FOR THE
QUARTER ENDED AUGUST 31, 2004

General

          12.

          The comments and related responses will be incorporated into our future interim
          financial statements to the extent they are applicable.

We do not believe any of the
information provided above has a material impact to our Form 10-K filed for the period
ended May 31, 2004, or for our Form 10-Q filed for the period ended August 31, 2004. As
such, we are requesting that we provide these disclosures in future filings but that we
not be required to file an amended form 10-K or 10-Q. Please let us know if that is
acceptable. Also, if the Staff of the Commission have any questions or comments concerning
the above responses or desires any additional supplemental information, please contact me
by phone at 513-573-4211, by fax at 513-573-4030, or by e-mail at galeb@cintas.com.

Sincerely,

/s/William C. Gale

William C. Gale
Chief Financial
Officer

cc:   Mr. Scott Farmer

Chief Executive Officer