SecProbe.io

CORRESP
1
filename1.htm

     Comment Response Letter - 3/22/05

March 23, 2005

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 November 30, 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 March 14, 2005, 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.

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

Item 3.    Legal
Proceedings, page 5

               1.

               In accordance with Item 103 of Regulation S-K, our filings have included a
               discussion of all material pending litigation against Cintas. There is
               outstanding litigation with the State of Connecticut concerning allegations of
               violations of the terms of our state wastewater discharge permit. This
               information was not disclosed in prior filings as it is not considered material
               pending litigation. However, after reviewing instruction 5.C. to Item 103 of
               Regulation S-K, we now realize this matter should be disclosed since it is
               reasonably likely to result in damages in excess of $100,000. As such, we will
               report this litigation in our Form 10-Q for the quarter ending February 28,
               2005, and future filings, as appropriate. We have also added additional internal
               procedures to assure future compliance with instruction 5.C. of Item 103 of
               Regulation S-K.

               2.

               A Petition for Summary Enforcement of Inspector General Subpoena was filed on
               behalf of the United States Postal Service in the matter of United States v.
               Cintas Corporation on February 9, 2005. The matter you raised in your comment
               concerns whether information concerning this petition should be disclosed. As a
               matter of policy and consistent with SEC Regulations, Cintas does not report
               inquiries received, from time to time, from various governmental agencies unless
               it is apparent that a particular inquiry is likely to lead to claims for damages
               in excess of 10% of current assets or otherwise lead to a conclusion that would
               be material to Cintas and its shareholders.

               This matter arose after settlement in
May 2002 of a nationwide class action suit alleging improper charges. The settlement,
which covered approximately 480,000 customers, was for approximately $2.8 million, an
amount considerably less than 10% of Cintas’ current assets of approximately $1
billion. The Federal Government opted out of the settlement and began discussions with
Cintas concerning the matter to decide whether further action was warranted. In February
2004, the Office of Inspector General issued a subpoena as part of the government’s
inquiry. The subpoena sought business records related to “additional charges”
billed to those agencies and private clients. Cintas, through its counsel, objected to the
breadth of the subpoena and attempted to negotiate a resolution as to the material that
needed to be furnished in response to the subpoena. Those negotiations were unsuccessful
and led to the filing of a petition for enforcement of the subpoena. On March 23, 2005,
the United States and Cintas jointly moved the court to stay all further activity for 90
days while the parties continue to work among themselves toward a resolution of the
subpoena issues. In the joint motion the parties stated: “Counsel (for the parties)
agree that they have made significant progress in addressing all issues related to the
February 17, 2004 subpoena, and believe that continued discussions will lead to resolution
of all subpoena enforcement issues.” At this time, there is only an informal inquiry
involving a subpoena seeking information with no indictment filed, charges made or
substantial claims for damages apparent. Therefore, we had previously determined that
disclosure of this item is not necessary. However, we will continue to monitor the
progress of the matter and disclose it should it become material to Cintas and its
shareholders in accordance with our policy and SEC Regulations expressed above.

General

We acknowledge that we are
responsible for the adequacy and accuracy of the disclosures in our quarterly and annual
filings. We understand that Staff comments or changes to disclosure in response to Staff
comments do not foreclose the Commission from taking any action with respect to a filing.
We also acknowledge that Cintas may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities law of
the United States.

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 November 30, 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:    Scott D. Farmer

        Chief Executive Officer