SecProbe.io

CORRESP
 1
 filename1.htm

 May 1, 2026

 VIA EDGAR

 Re:
 Cintas Corporation
Registration Statement on Form S-4
File No. 333-295330

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology
100 F Street, N.E.
Washington, DC 20549

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Cintas
Corporation (the " Company ") hereby requests acceleration of effectiveness of its registration statement on Form S-4
(File No. 333-295330), as amended (the " Registration Statement "), to 5:30 p.m. Eastern Time on May 6, 2026 or as soon
as practicable thereafter.

 The Company hereby authorizes James P. Dougherty of Davis Polk &
Wardwell LLP to orally modify or withdraw this request for acceleration.

 Please contact James P. Dougherty at (212) 450-4330 or james.dougherty@davispolk.com
with any questions you may have concerning this letter, or if you require any additional information. Please notify Mr. Dougherty
when this request for acceleration of effectiveness of the Registration Statement has been granted.

 Very truly yours,

 CINTAS CORPORATION

 By:
 /s/ Scott Garula

 Name:
 Scott Garula

 Title:
 Executive Vice President & Chief Financial Officer

 cc:
 James P. Dougherty, Davis Polk & Wardwell LLP

 Shanu Bajaj, Davis Polk & Wardwell LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 29, 2026

Todd Schneider
Chief Executive Officer
CINTAS CORP
6800 Cintas Corporation
P.O. Box 625737
Cincinnati, OH 45262-5737

 Re: CINTAS CORP
 Registration Statement on Form S-4
 Filed April 27, 2026
 File No. 333-295330
Dear Todd Schneider:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 14, 2022
J. Michael Hansen
Chief Financial Officer
Cintas Corporation
6800 Cintas Boulevard
Cincinnati, OH 45262
Re:Cintas Corporation
Form 10-K for the Fiscal Year Ended May 31, 2021
File No. 000-11399
Dear Mr. Hansen:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Brock Denton

CORRESP
1
filename1.htm

  J.
Michael Hansen

                                                                                                                                                                                        Executive Vice President & Chief Financial Officer

November 3, 2021

CORRESPONDENCE VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn:       Jennifer Angelini

Sergio Chinos

Re:   Cintas Corporation

Form 10-K for the Fiscal Year Ended May 31, 2021

Response Dated September 28, 2021

File No. 000-11399

Ladies and Gentlemen:

Cintas Corporation, a Washington corporation (the
“Company”), is submitting this letter in response to the comment letter from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”), dated October 21, 2021 (the “Comment Letter”), in regard to our
September 28, 2021 response to the Staff’s comment letter and the above-referenced Form 10-K for the fiscal year ended May 31, 2021
(the “Form 10-K”) filed by the Company on July 28, 2021.

Below are the Company’s responses. For the
convenience of the Staff, the italicized numbered responses set forth below correspond to the comments contained in the Comment Letter.

Form 10-K for the Fiscal Year Ended May 31, 2021

General

1.
Your response to prior comment 3, which states that you have not identified any material indirect consequences of climate-related
regulation or business trends, appears to be conclusory without providing sufficient detail. Please provide us with additional support
for your conclusion, including with regard to the individual items noted in our prior comment.

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

November 3, 2021

Page 2

Response:
As background for the Staff, the Company respectfully advises the Staff that the Company provides certain products and services that generally
enhance its customers’ image and help keep customers’ facilities and employees clean and safe. These products and services
include uniforms through rental and sales programs, mats, mops, restroom supplies, first aid and safety products, fire extinguishers and
testing and safety training. None of these products produce significant greenhouse gas emissions. The Company generally provides these
products to customers via approximately 11,000 local delivery routes. These local delivery routes are run by Company employees on Company-owned
trucks. These trucks do create greenhouse gas (“GHG”) emissions in compliance with current regulatory emissions requirements.
Many of the Company’s products, such as uniforms, mats, mops and other rentable products, are laundered in Company-owned laundry
facilities. The laundering process uses water and energy to run the washers, dryers and other processing equipment.

In response to the Staff’s comment,
the Company respectfully advises the Staff that, at the time of the filing of the Form 10-K and to date, aside from the general economic
effects of the COVID-19 pandemic on its customers, the Company did not experience and has not experienced any significant decreased demand
for products or services, whether such products or services might produce significant GHG emissions or are related to carbon-based energy
sources, or significant demand for products or services that might result in lower emissions than competing products or services. The
Company did not identify and has not identified any significant changes in competition due to innovative new services that result in lower
emissions. While the Company has had inquiries from customers and investors about its fleet and laundry processes with regards to GHG
emissions and other carbon-based energy impacts, the Company did not identify and has not identified any material reputational risks resulting
from these inquiries.

2.
In response to prior comment 4, you indicate that you have not identified any significant physical effects of climate change
on your operations and results that are material. Your response appears to be conclusory in nature, but does not address the specific
elements of our prior comment. Please tell us about the physical effects of climate change considered in your response, address the factors
from our prior comment, and provide an analysis of materiality.

Response: As background for the
Staff, the Company respectfully advises the Staff that the Company has a diverse geographic presence within the United States and Canada.
The Company operates within 473 facilities throughout the United States and Canada, and the Company had no concentration of its consolidated
fiscal 2021 revenue exceeding nine percent in any one state within the United States and had less than six percent of its consolidated
fiscal 2021 revenue derived in Canada. Additionally, the Company did not have any one particular customer that accounted for more than
one percent of its consolidated fiscal 2021 revenue.

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

November 3, 2021

Page 3

In
response to the Staff’s comment, the Company respectfully advises the Staff that, as a result of the Company’s geographic
and customer revenue diversity, local and regional climate change and weather-related disasters, such as tornadoes, hurricanes, fires
or snow storms, have not materially adversely impacted the Company’s financial performance. While these types of disasters have
certainly occurred in the United States in the last several years, they have not materially adversely impacted the Company’s financial
performance or caused any material damages to the Company’s property or operations. For example, during the Company’s third
quarter of fiscal 2021, winter and ice storms occurred in Texas. Although these storms did create challenges, the Company was able to
transfer processing volumes within its surrounding plants and continue to visit most customers in a timely manner. As a result, these
storms did not have a significant impact on the Company’s third fiscal quarter of 2021 financial performance as evidenced in the
Company’s Quarter Report on Form 10-Q for the quarterly period ended February 28, 2021.

With respect to the potential for indirect
weather-related impacts that have affected or may affect the Company’s suppliers, the Company respectfully advises the Staff that
it did disclose in “Item 1A. Risk Factors” of the Form 10-K in the risk factor entitled “Unexpected events could
negatively impact our operations and adversely affect our consolidated results of operations” that unexpected events, such as
severe weather conditions and natural disasters such as hurricanes or tornadoes, could result in supply disruptions that could adversely
affect the Company’s consolidated results of operations. At the time of the filing of the Form 10-K and to date, the Company did
not view and has not viewed the potential for indirect weather-related impacts that have affected or may affect the Company’s customers
given the Company’s geographic and customer revenue diversity.

Lastly, the Company respectfully advises
that Staff that at the time of the filing of the Form 10-K, it did not and has not identified any material weather-related impacts on
the cost or availability of insurance.

3.
Your response to prior comment 5 states that you have not identified any effects of transition risks related to climate change
that are material to the company. Please describe the transition risks you have identified and explain how you concluded their effects
were not material.

Response: In response to the
Staff’s comment, the Company respectfully advises the Staff that the Company did disclose in “Item 1A. Risk Factors”
of the Form 10-K” certain transition risks that could potentially, materially and adversely affect its business and financial performance.
These risks included:

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

November 3, 2021

Page 4

 · “An inability to open new, cost effective operating facilities may adversely affect our expansion
efforts.” Within this risk factor, the Company indicates, ”Our ability to open new operating facilities depends on our
ability to identify attractive locations…and obtain adequate utility and water sources and comply with environmental regulations,
zoning laws and other similar factors.”

 · “Unexpected events could negatively impact our operations and adversely affect our consolidated
results of operations.” Within this risk factor, the Company indicates, “Unexpected events, including fires or explosions
at facilities, severe weather conditions, natural disaster such as hurricanes and tornadoes…could adversely affect our consolidated
results of operations.”

 · “Changes in the fuel and energy industry could adversely affect our consolidated financial
condition and consolidated results of operations.” Within this risk factor, the Company indicates, “The price of fuel
and energy needed to run our vehicles and equipment is unpredictable and fluctuates based on events outside our control, including…environmental
concerns…”

 · “Failure to comply with federal and state regulations to which we are subject could result
in penalties or costs that could adversely affect our consolidated results of operations.” Within this risk factor, the Company
indicates, “Our business is subject to complex and stringent state and federal regulations, including…transportation and other
laws and regulations.” The Company further indicates, “We have incurred, and will continue to incur, capital and operating
expenditures and other costs in the ordinary course of our business in complying with USDOT regulations, the OSHA Act and other laws and
regulations to which we are subject. Changes in laws or regulations that may be enacted by the current U.S. presidential administration
and Congress, may alter the landscape in which we do business and may affect our costs of doing business. The impact of new laws and regulations
cannot be predicted. Compliance with new laws and regulations may increase our operating costs or require significant capital expenditures.”

 · “Compliance with environmental laws and regulations could result in significant costs that
adversely affect our consolidated results of operations.” Within this risk factor, the Company indicates, “Our operating
locations are subject to environmental laws and regulations relating to the protection of the environment and health and safety matters,
including those governing discharges of pollutants to the air and water, the management and disposal of hazardous substances and wastes
and the clean-up of contaminated sites. The operation of our businesses entails risks under environmental laws and regulations. We could
incur significant costs…under these laws and regulations.” The Company further indicates, “In addition, potentially
significant expenditures could be required to comply with environmental laws and regulations, including requirements that may be adopted or imposed in the future.”

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

November 3, 2021

Page 5

While the Company disclosed in the Form
10-K that certain transition risks could potentially, materially and adversely affect its business and financial performance, at the time
of the filing of the Form 10-K and to date, the Company did not identify and has not identified any specific and quantifiable material
effects of transition risks related to climate change. As disclosed in the Form 10-K, the Company is subject to complex and stringent
state and federal regulations. The Company works hard to understand these existing laws and regulations, and the operational impact of
those are incorporated into its current financial performance. Predicting future policy and regulatory changes in connection with climate
change, and the specific details of those changes, is very difficult and challenging.

As the Company assesses its future within
the constructs of climate change, though, it has identified potential transition risks associated with its fleet and with its laundry
operations. The risk associated with the Company’s fleet relates to the possible transition to alternative fuel as opposed to gasoline
or diesel. The Company has researched alternative fuel vehicles, but none had been identified at the time of the filings of the Form 10-K
or has been identified to date that could perform in the necessary manner to complete the Company’s service routes. The Company
recognizes that it will need to purchase and/or replace trucks within its fleet from time to time as the Company grows and as trucks exhaust
their useful lives. Recognizing that no alternative vehicle solution exists today that can meet the Company’s performance requirements,
the Company cannot predict if the future costs of trucks will change materially, although the Company does not view this a material risk.

The potential risks associated with
the Company’s laundry operations relate to the future availability of water and possible transition to alternative fuel used to
operate its laundry equipment as opposed to natural gas or electricity. The Company continuously searches for more efficient processes,
uses of water and alternative fuels in order to improve its operational performance and to reduce its carbon intensity. At the time of
the filing of the Form 10-K and to date, however, the Company was not and is not aware of any requirement to transition away from water
usage, natural gas and electricity, was not and is not aware of any existing laws or regulations that would materially increase the costs
of operating its laundry facilities, and was not and is not aware of any alternatives or technological changes to its current operating
procedures that could result in material transition effects on its laundry operations. Lastly, the Company did not identify and has not
identified any credit transition risks related to climate change.

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

November 3, 2021

Page 6

* * * * * * * *

If you have any questions regarding the foregoing, please do not hesitate
to contact me at 513.972.2079.

    Very truly yours,

    /s/ J. Michael Hansen

    J. Michael Hansen

    Chief Financial Officer

United States securities and exchange commission logo
October 21, 2021
J. Michael Hansen
Chief Financial Officer
Cintas Corporation
6800 Cintas Boulevard
Cincinnati, OH 45262
Re:Cintas Corporation
Form 10-K for the Fiscal Year Ended May 31, 2021
Response Dated September 28, 2021
File No. 000-11399
Dear Mr. Hansen:
            We have reviewed your September 28, 2021, response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 16, 2021, letter.
Form 10-K for the Fiscal Year Ended May 31, 2021
General
1.Your response to prior comment 3, which states that you have not identified any material
indirect consequences of climate-related regulation or business trends, appears to be
conclusory without providing sufficient detail.  Please provide us with additional support
for your conclusion, including with regard to the individual items noted in our prior
comment.

 FirstName LastNameJ. Michael Hansen
 Comapany NameCintas Corporation
 October 21, 2021 Page 2
 FirstName LastName
J. Michael Hansen
Cintas Corporation
October 21, 2021
Page 2
2.In response to prior comment 4, you indicate that you have not identified any significant
physical effects of climate change on your operations and results that are material.  Your
response appears to be conclusory in nature, but does not address the specific elements of
our prior comment.  Please tell us about the physical effects of climate change considered
in your response, address the factors from our prior comment, and provide an analysis of
materiality.
3.Your response to prior comment 5 states that you have not identified any effects of
transition risks related to climate change that are material to the company.  Please describe
the transition risks you have identified and explain how you concluded their effects were
not material.
            Please contact Jennifer Angelini at 202-551-3045 or Sergio Chinos at 202-551-7844 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Brock Denton

CORRESP
1
filename1.htm

    J. Michael Hansen

    Executive Vice President &

    Chief Financial Officer

September 28, 2021

CORRESPONDENCE VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

 Attn: Jennifer Angelini

Sergio Chinos

 Re: Cintas Corporation

Form 10-K for the Fiscal Year Ended May 31,
2021

Filed July 28, 2021

File No. 000-11399

Ladies and Gentlemen:

Cintas Corporation, a Washington corporation (the
 “Company”), is submitting this letter in response to the comment letter from the staff (the “Staff”) of the Securities
and Exchange Commission (the “SEC” or “Commission”), dated September 16, 2021 (the “Comment Letter”),
in regard to the above-referenced Form 10-K for the fiscal year ended May 31, 2021 (the “Form 10-K”) filed
by the Company on July 28, 2021.

Below are the Company’s responses. For the
convenience of the Staff, the italicized numbered responses set forth below correspond to the comments contained in the Comment Letter.

Form 10-K for the Fiscal Year Ended May 31, 2021

General

1.       We
note that you provided more expansive disclosure in your CSR report than you provided in your SEC filings. Please advise us what consideration
you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in your CSR report.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that the Company’s Environmental, Social and
Governance Report (“ESG Report”) is designed to provide selected information regarding the Company’s ESG performance
to a broad audience that includes investors, employee-partners, customers, communities, suppliers and other interested parties. As a result,
the ESG Report may include detailed information, such as information regarding the Company’s efforts to reduce energy use and greenhouse
gas (“GHG”) emissions, that is beyond the scope of the information that is required to be disclosed pursuant to applicable
SEC rules and/or regulations. When considering whether to include climate-related disclosure in its SEC filings, including the type
of climate-related disclosure provided in the ESG Report, the Company takes into account applicable SEC rules and regulations, including
Item 101, Item 103, Item 105 and Item 303 of Regulation S-K, as well as the SEC’s Compliance and Disclosure Interpretations,
available guidance from the Staff (including the SEC’s 2010 Commission Guidance Regarding Disclosure Related to Climate Change)
and applicable standards of materiality. The Company also considers that, while certain climate-related information may be of interest
to readers of the ESG Report, such information may not be material to investors in the context of an SEC filing, while SEC filings may
otherwise include separate climate-related disclosure required pursuant to Regulation S-K and other applicable SEC rules, regulations
and guidance. The Company respectfully advises the Staff that it will, in response to the Staff’s comment, and historical practice,
continue to evaluate its climate-related disclosure in SEC filings in light of applicable SEC rules, regulations and guidance and applicable
standards of materiality.

Cintas Corporation     6800
Cintas Boulevard     Mason, OH 45040

Email: hansenm@cintas.com Office 513.972.2079
www.cintas.com

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

September 28, 2021

Page 2

2.       In
your CSR report, you state that you are committed to lowering the total amount of energy that you consume in your operations and reducing
your greenhouse gas emissions. Please revise your disclosure to identify any material past and/or future capital expenditures for climate-related
projects related to these initiatives. If material, please quantify these expenditures.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that the Company considers applicable SEC disclosure
rules, regulations and guidance, including Item 101, Item 105 and Item 303 of Regulation S-K, when preparing its SEC filings and,
as applicable and to the extent material, evaluates disclosure regarding capital expenditures for environmental compliance. For example,
in the Form 10-K, the Company disclosed that “[w]hile environmental compliance is not a material component of our costs, Cintas
makes capital expenditures and associated operating costs, primarily for water treatment and waste removal, on a regular basis in order
to comply with environmental laws and regulations, to promote employee safety and to carry out its environmental sustainability principles.”
In the Form 10-K, the Company also provided quantitative disclosure regarding environmental spending related to water treatment and
waste removal, as well as capital expenditures to limit or monitor hazardous substances. As of the filing of the Form 10-K, however,
the Company had not identified any material capital expenditures related to the Company’s efforts to lower its energy use and GHG
emissions. The Company respectfully advises the Staff that it will, in response to the Staff’s comment, and historical practice,
continue to evaluate its climate-related disclosure in SEC filings, including disclosure regarding material capital expenditures for these
initiatives, in light of applicable SEC rules, regulations and guidance and applicable standards of materiality.

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

September 28, 2021

Page 3

3.       To
the extent material, discuss the indirect consequences of climate-related regulation or business trends, such as the following:

•	     decreased
demand for goods or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources;

•	     increased
demand for goods or services that result in lower emissions than competing products;

•	     increased
competition to develop innovative new services that result in lower emissions; and

•	     any
anticipated reputational risks resulting from operations or products that produce material greenhouse gas emissions.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that the Company considers applicable SEC disclosure
rules, regulations, and guidance, including Item 101, Item 105 and Item 303 of Regulation S-K, when preparing its SEC filings and,
as applicable and to the extent material, evaluates disclosure regarding indirect consequences of climate-related regulation or business
trends. As of the filing of the Form 10-K, however, the Company had not identified any material indirect consequences of climate-related
regulation or business trends. The Company respectfully advises the Staff that it will, in response to the Staff’s comment, and
historical practice, continue to evaluate its climate-related disclosure in SEC filings, including disclosure regarding the indirect consequences
of climate-related regulation or business trends, in light of applicable SEC rules, regulations and guidance and applicable standards
of materiality.

4.       If
material, discuss the significant physical effects of climate change on your operations and results. This disclosure may include the following:

•	     quantification
of material weather-related damages to your property or operations;

•	     potential
for indirect weather-related impacts that have affected or may affect your major customers or suppliers; and

•	     any
weather-related impacts on the cost or availability of insurance.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that the Company considers applicable SEC disclosure
rules, regulations, and guidance, including Item 101, Item 105 and Item 303 of Regulation S-K, when preparing its SEC filings and,
as applicable and to the extent material, evaluates disclosure regarding any significant physical effects of climate change on its operations
and results. As of the filing of the Form 10-K, however, the Company had not identified any significant physical effects of climate
change on its operations and results that were material to the Company. The Company respectfully advises the Staff that it will, in response
to the Staff’s comment, and historical practice, continue to evaluate its climate-related disclosure in SEC filings, including disclosure
regarding the significant physical effects of climate change on its operations and results, in light of applicable SEC rules, regulations
and guidance and applicable standards of materiality.

United States Securities and Exchange Commission

Division of Corporate Finance

Office of Manufacturing

September 28, 2021

Page 4

5.       Disclose
the material effects of transition risks related to climate change that may affect your business, financial condition, and results of
operations, such as policy and regulatory changes that could impose operational and compliance burdens, market trends that may alter business
opportunities, credit risks, or technological changes.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that the Company considers applicable SEC disclosure
rules, regulations, and guidance, including Item 101, Item 105 and Item 303 of Regulation S-K, when preparing its SEC filings and,
as applicable and to the extent material, evaluates disclosure regarding the material effects of transition risks related to climate change.
As of the filing of the Form 10-K, however, the Company had not identified any effects of transition risks related to climate change
that were material to the Company. The Company respectfully advises the Staff that it will, in response to the Staff’s comment,
and historical practice, continue to evaluate its climate-related disclosure in SEC filings, including disclosure regarding the material
effects of transition risks related to climate change, in light of applicable SEC rules, regulations and guidance and applicable standards
of materiality.

* * * * * * * *

If you have any questions regarding the foregoing,
please do not hesitate to contact me at 513.972.2079.

    Very truly yours,

    /s/ J. Michael Hansen

    J. Michael Hansen

    Chief Financial Officer

United States securities and exchange commission logo
September 16, 2021
J. Michael Hansen
Chief Financial Officer
Cintas Corporation
6800 Cintas Boulevard
Cincinnati, OH 45262
Re:Cintas Corporation
Form 10-K for the Fiscal Year Ended May 31, 2021
Filed July 28, 2021
File No. 000-11399
Dear Mr. Hansen:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended May 31, 2021
General
1.We note that you provided more expansive disclosure in your CSR report than you
provided in your SEC filings.  Please advise us what consideration you gave to providing
the same type of climate-related disclosure in your SEC filings as you provided in your
CSR report.
2.In your CSR report, you state that you are committed to lowering the total amount of
energy that you consume in your operations and reducing your greenhouse gas emissions.
Please revise your disclosure to identify any material past and/or future capital
expenditures for climate-related projects related to these initiatives.  If material, please
quantify these expenditures.

 FirstName LastNameJ. Michael Hansen
 Comapany NameCintas Corporation
 September 16, 2021 Page 2
 FirstName LastName
J. Michael Hansen
Cintas Corporation
September 16, 2021
Page 2
3.To the extent material, discuss the indirect consequences of climate-related regulation or
business trends, such as the following:

•decreased demand for goods or services that produce significant greenhouse gas
emissions or are related to carbon-based energy sources;
•increased demand for goods or services that result in lower emissions than competing
products;
•increased competition to develop innovative new services that result in lower
emissions; and
•any anticipated reputational risks resulting from operations or products that produce
material greenhouse gas emissions.
4.If material, discuss the significant physical effects of climate change on your operations
and results.  This disclosure may include the following:

•quantification of material weather-related damages to your property or operations;
•potential for indirect weather-related impacts that have affected or may affect your
major customers or suppliers; and
•any weather-related impacts on the cost or availability of insurance.
5.Disclose the material effects of transition risks related to climate change that may affect
your business, financial condition, and results of operations, such as policy and regulatory
changes that could impose operational and compliance burdens, market trends that may
alter business opportunities, credit risks, or technological changes.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jennifer Angelini at 202-551-3047 or Sergio Chinos at 202-551-7844 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

February 26, 2020
J. Michael Hansen
Chief Financial Officer
Cintas Corporation
6800 Cintas Boulevard
P.O.Box 625737
Cincinnati, Ohio 45262
Re:Cintas Corporation
Form 10-K for the Fiscal Year Ended May 31, 2019
Filed July 26, 2019
File No. 000-11399
Dear Mr. Hansen:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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		Document

February 19, 2020

VIA EDGAR

Ernest Greene, Staff Accountant

Martin James, Senior Advisor

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

RE:    Cintas Corporation

Form 10-K for the Fiscal Year Ended May 31, 2019

Filed July 26, 2019

File No. 000-11399

Ladies and Gentlemen:

Cintas Corporation, a Washington corporation (the “Company,” “we,” “us,” or “our”), is submitting this letter in response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated February 7, 2020 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2019, filed July 26, 2019 (the “Form 10-K”).

Below are the Company’s responses. For the convenience of the Staff, the italicized numbered responses set forth below correspond to the comments contained in the Comment Letter.

Form 10-K for the Fiscal Year Ended May 31, 2019

Item 1. Business, page 3

1.

 You disclose that you provide your products and services to customers primarily in North America, as well as Latin America, Europe and Asia but we note no further discussions in the filing of your business activities outside the United States. To help us understand your conclusion on the need for such disclosure, please tell us the specific countries in which you operate, the types of services and products you offer, the channels through which you provide these services and products, and a measure of your long-lived assets and employees in each country. Also, describe to us any risks attendant to these operations. Please refer to Item 101 of Regulation S-K.

Response:  In response to the Staff’s comment, we respectfully advise the Staff that substantially all of our business activities are in the United States.  We provide customers outside of the United States with a wide range of products and services including uniforms, floor care, restroom supplies, first aid and safety products, fire extinguishers and testing, and safety and compliance training.  These foreign customers are primarily located in Canada. Customers and business activities outside the United States, in the aggregate, represent less than 10% of our consolidated revenue and long-lived assets.  Based on the fact that our business activities outside the United States represent a small portion of our overall operations, we do not believe there to be any significant risks unique to our operations outside the United States that are not already addressed in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended May 31, 2019 (the “2019 Form 10-K”). We will continue to monitor the significance of customers and business activities outside of the United States and will revise the disclosure in our future filings to the extent required.

Additionally, in response to the Staff’s comment, we will revise the disclosure in future filings to read “Cintas Corporation… helps more than one million businesses of all types and sizes, primarily in the United States, as well as Canada, Latin America, Europe and Asia, get Ready™ to open their doors with confidence every day by providing a wide range of products and services that enhance our customers’ image and help keep their facilities and employees clean, safe and looking their best.”

Cintas Corporation       6800 Cintas Boulevard       P.O. Box 625737      Cincinnati, OH     45262-5737      Office 513.459.1200       www.cintas.com

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

February 19, 2020

Page 2

Notes to Consolidated Financial Statements

Note 1. Significant Accounting Policies

Inventories, net, page 41

2.

 We note the disclosure of your use of inventory turns and that the judgments and estimates used to calculate inventory turns will have an impact on the valuation of inventories. Please revise the Critical Accounting Estimates section of MD&A in future filings to include a discussion of the methodologies, key assumptions and judgments used in accounting for your inventory, and explain how changes in these assumptions could impact your accounting estimates. Also, clearly describe your policies for writing down impaired inventory.

Response:  In response to the Staff’s comment, we respectfully advise the Staff that as disclosed in Note 1. Significant Accounting Policies in the 2019 Form 10-K, the Company’s accounting policy with respect to the valuation of inventories does utilize inventory turns, which requires judgments and estimates. However, these key assumptions, individually and collectively, do not meet the threshold for a Critical Accounting Estimate as the range of outcomes do not have the ability to materially impact the consolidated financial statements. In future filings, we will revise the Inventories, net section in Note 1. Significant Accounting Policies to read substantially as follows:

Inventories, net.  Inventories are valued at the lower of cost (first-in, first-out) or net realizable value.  Inventory is comprised of the following amounts at May 31:

(In thousands)

 2019

 2018

Raw materials

 $

 17,812

 $

 17,042

Work in process

 28,820

 27,350

Finished goods

 287,957

 235,955

 $

 334,589

 $

 280,347

Inventories are recorded net of reserves for obsolete inventory of $32.7 million and $37.0 million at May 31, 2019 and 2018, respectively. The inventory obsolescence reserve is determined by specific identification, as well as an estimate based on Cintas' historical rates of obsolescence. Once a specific inventory item is written down to the lower of cost or net realizable value, a new cost basis has been established, and that inventory item cannot subsequently be marked up.

3.

 Explain to us how your accounting for impaired inventory complies with ASC 330-10-35-14 and SAB Topic 5.BB and revise this note in future filings to clearly indicate such compliance.

Response:  In response to the Staff’s comment, we respectfully advise the Staff that we account for impaired inventory in accordance with ASC 330-10-35-14 and SAB Topic 5.BB. The Company’s accounting policies indicate that once a specific inventory item is written down to the lower of cost or net realizable value, a new cost basis has been established, and that inventory item cannot subsequently be marked up.

In future filings, we will revise the Inventories, net section in Note 1. Significant Accounting Policies to read substantially as follows:

Inventories, net.  Inventories are valued at the lower of cost (first-in, first-out) or net realizable value. Inventory is comprised of the following amounts at May 31:

(In thousands)

 2019

 2018

Raw materials

 $

 17,812

 $

 17,042

Work in process

 28,820

 27,350

Finished goods

 287,957

 235,955

 $

 334,589

 $

 280,347

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

February 19, 2020

Page 3

Inventories are recorded net of reserves for obsolete inventory of $32.7 million and $37.0 million at May 31, 2019 and 2018, respectively. The inventory obsolescence reserve is determined by specific identification, as well as an estimate based on Cintas' historical rates of obsolescence. Once a specific inventory item is written down to the lower of cost or net realizable value, a new cost basis has been established, and that inventory item cannot subsequently be marked up.

Litigation and other contingencies, page 44

4.

 We note the policy presented in this section and no further discussions of your contingencies in the filing, although we note news articles relating to matters that would normally give rise to contingencies for the company. Please tell us how you considered the requirements of ASC 450-20-50, in particular ASC 450-20-50-3 through 50-5, in concluding on the adequacy of your disclosure. Otherwise, confirm that you will revise your future filings to provide the more detailed disclosures required by that guidance.

Response:  In response to the Staff’s comment, we respectfully advise the Staff that in considering whether or not specific contingencies, including litigation, should be disclosed, we evaluate the likelihood that there is at least a reasonable possibility that a material loss may have been incurred related to these matters. We review the procedural status of any known case or allegation and the nature of allegations made in each complaint as of the consolidated balance sheet date and through the date of our filing of the consolidated financial statements. Based on our review and in consideration of the impact on the consolidated financial statements, we determined that neither an accrual for a loss contingency nor consolidated financial statement disclosure was required to be disclosed in the 2019 Form 10-K under FASB ASC 450-20-50.

Note 12. Earnings per Share, page 62

5.

 Please revise this note in future filings to describe the participating securities outstanding that necessitates your use of the two-class method for computing earnings per share, or to refer the reader to a note where you provide that information. See ASC 260-10-50-1.

Response:  In response to the Staff’s comment, we respectfully advise the Staff that in future filings, we will add the following statement in Note 12. Earnings Per Share, “Cintas uses the two-class method to calculate basic and diluted earnings per share as a result of outstanding participating securities in the form of restricted stock awards. See Note 13 entitled Stock-Based Compensation for additional information on restricted stock awards.”

Note 15. Operating Segment Information, page 67

6.

 You disclose two reportable operating segments in this note and also refer to your Fire Protection Services and Uniform Direct Sales businesses that are presented in the All Other category. Please clarify for us, and revise the note in future filings to identify each of your operating segments and to disclose whether operating segments have been aggregated into the reportable segments. Refer to ASC 280-10-50-21.

Response:  In response to the Staff’s comment, we respectfully advise the Staff that we have disclosed all four of our operating segments, with two of those operating segments being identified as reportable operating segments (Uniform Rental and Facility Services and First Aid and Safety Services). Our Fire Protection Services and Uniform Direct Sales businesses represent operating segments. We do not aggregate any of our operating segments into a single reportable segment. Consistent with ASC 280-10-50-12 through 15, because our Fire Protection Services and Uniform Direct Sales operating segments are not required to be reportable, we will continue to combine and disclose those operating segments in an “All Other” category. To provide clarity that each of our operating segments are disclosed, we will update our disclosure in future filings to replace the term “businesses” with “operating segments” for the Fire Protection Services and Uniform Direct Sales operating segments.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

February 19, 2020

Page 4

7.

 We note the eight groups of products and services displayed on the company’s website, namely, (i) Uniforms & Apparel, (ii) Facility Services, (iii) Tile & Carpet Cleaning, (iv) Restroom & Hygiene Solutions, (v) Training & Compliance, (vi) Flame Resistant Clothing, (vii) First Aid & Safety, and (viii) Fire Protection. Please address the following:

•

 Explain to us how these eight lines of business are reflected in your two reportable segments and the All Other category.

•

 Tell us whether the lines of business represent operating segments for which discrete financial information is available.

•

 If so, explain to us your conclusion that they exhibited similar economic characteristics and met the other criteria outlined in ASC 280-10-50-11 to be aggregated.

•

 Tell us who is your chief operating decision maker and briefly describe the information he reviews and when.

Response:  In response to the Staff’s comment, we respectfully advise the Staff that our website presents eight unique categories of products and services that we provide to our customers. This website information is primarily used for marketing and informational purposes to communicate to customers and potential customers our products and services for improving their corporate image and improving safety and cleanliness in the workplace.

These eight categories of products and services exist within our operating segments as follows:

•

 The Uniform Rental and Facility Services operating segment consists of Uniforms & Apparel, including Flame Resistant Clothing, that are primarily rented to our customers, Facility Services, Tile & Carpet Cleaning, and Restroom & Hygiene Solutions.

•

 The First Aid and Safety Services operating segment consists of First Aid & Safety and Training & Compliance.

•

 The Fire Protection Services operating segment consists of fire protection services.

•

 The Uniform Direct Sales operating segment consists of Uniforms & Apparel that are directly sold to our customers.

We do not consider these eight categories of products and services to be separate lines of business.  Instead these are categories of revenue within the respective operating segments. These categories of revenue do not represent operating segments because discrete financial information is not available. Each of the four operating segments has discrete financial information, and each operating segment’s financial results, specifically revenue (including internal growth), cost of goods sold, gross margin, selling, general and administrative expenses and operating income, are assessed and reviewed on a regular basis by our chief executive officer, who we have concluded is the chief operating decision maker.

8.

 To the extent each line of business does not represent an operating segment, describe to us the similarities in the businesses, including the nature of the services and products, the types or classes of customers, the distribution methods, etc., and any other factors you considered in concluding that they could be grouped into one or more operating segments.

Response:  In response to the Staff’s comment, we respectfully advise the Staff that these eight categories of products and services are categories of revenue within the respective operating segments noted above, but do not represent operating segments because discrete financial information is not available. Within each operating segment, the respective categories of revenue are sold to shared customers through shared sales channels, delivered through shared distribution channels from shared physical locations and managed through shared general and administrative functions.

Schedule II - Valuation and Qualifying Accounts and Reserves, page 85

9.

 Please remove the information relating to the Reserve for Obsolete Inventory from this schedule in future filings. Note that amounts recorded in separate accounts to recognize obsolete and slow-moving inventory are not considered reserves for the purpose of this schedule because those amounts in substance represent normal adjustments / impairment of inventory rather than true “reserves”. Refer to Rule 12-09 of Regulation S-X, SAB Topic 5.BB and ASC 330-10-35-14.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

February 19, 2020

Page 5

Response:  In response to the Staff’s comment, we respectfully advise the Staff that the Company will revise future filings to remove the information relating to the reserve for obsolete inventory in its Schedule II - Valuation and Qualifying Accounts.

If you have any questions regarding these matters, please do not hesitate to

February 7, 2020
J. Michael Hansen
Chief Financial Officer
Cintas Corporation
6800 Cintas Boulevard
P.O.Box 625737
Cincinnati, Ohio 45262
Re:Cintas Corporation
Form 10-K for the Fiscal Year Ended May 31, 2019
Filed July 26, 2019
File No. 000-11399
Dear Mr. Hansen:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended May 31, 2019
Item 1. Business, page 3
1.You disclose that you provide your products and services to customers primarily in North
America, as well as Latin America, Europe and Asia but we note no further discussions in
the filing of your business activities outside the United States.  To help us understand your
conclusion on the need for such disclosure, please tell us the specific countries in which
you operate, the types of services and products you offer, the channels through which you
provide these services and products, and a measure of your long-lived assets and
employees in each country. Also, describe to us any risks attendant to these operations.
Please refer to Item 101 of Regulation S-K.

 FirstName LastNameJ. Michael  Hansen
 Comapany NameCintas Corporation
 February 7, 2020 Page 2
 FirstName LastNameJ. Michael  Hansen
Cintas Corporation
February 7, 2020
Page 2
Notes to Consolidated Financial Statements
Note 1. Significant Accounting Policies
Inventories, net, page 41
2.We note the disclosure of your use of inventory turns and that the judgments and estimates
used to calculate inventory turns will have an impact on the valuation of inventories.
Please revise the Critical Accounting Estimates section of MD&A in future filings to
include a discussion of the methodologies, key assumptions and judgments used in
accounting for your inventory, and explain how changes in these assumptions could
impact your accounting estimates. Also, clearly describe your policies for writing down
impaired inventory.
3.Explain to us how your accounting for impaired inventory complies with ASC 330-10-35-
14 and SAB Topic 5.BB and revise this note in future filings to clearly indicate such
compliance.

Litigation and other contingencies, page 44
4.We note the policy presented in this section and no further discussions of your
contingencies in the filing, although we note news articles relating to matters that would
normally give rise to contingencies for the company.  Please tell us how you considered
the requirements of ASC 450-20-50, in particular ASC 450-20-50-3 through 50-5, in
concluding on the adequacy of your disclosure. Otherwise, confirm that you will revise
your  future filings to provide the more detailed disclosures required by that guidance.

Note 12. Earning per Share, page 62
5.Please revise this note in future filings to describe the participating securities outstanding
that necessitates your use of the two-class method for computing earnings per share, or to
refer the reader to a note where you provide that information. See ASC 260-10-50-1.

Note 15. Operating Segment Information, page 67
6.You disclose two reportable operating segments in this note and also refer to your Fire
Protection Services and Uniform Direct Sales businesses that are presented in the All
Other category. Please clarify for us, and revise the note in future filings to identify each
of your operating segments and to disclose whether operating segments have been
aggregated into the reportable segments. Refer to ASC 280-10-50-21.
7.We note the eight groups of products and services displayed on the company's website,
namely, (i) Uniforms & Apparel, (ii) Facility Services, (iii) Tile & Carpet Cleaning, (iv)
Restroom & Hygiene Solutions, (v) Training & Compliance, (vi) Flame Resistant
Clothing, (vii) First Aid & Safety, and (viii) Fire Protection. Please address the following:

 FirstName LastNameJ. Michael  Hansen
 Comapany NameCintas Corporation
 February 7, 2020 Page 3
 FirstName LastName
J. Michael  Hansen
Cintas Corporation
February 7, 2020
Page 3

•Explain to us how these eight lines of business are reflected in your two reportable
segments and the All Other category.
•Tell us whether the lines of business represent operating segments for which discrete
financial information is available.
•If so, explain to us your conclusion that they exhibited similar economic
characteristics and met the other criteria outlined in ASC 280-10-50-11 to
be aggregated.
•Tell us who is your chief operating decision maker and briefly describe the
information he reviews and when.

8.To the extent each line of business does not represent an operating segment, describe to us
the similarities in the businesses, including the nature of the services and products,
the types or classes of customers, the distribution methods, etc., and any other factors you
considered in concluding that they could be grouped into one or more operating
segments.

Schedule II - Valuation and Qualifying Accounts and Reserves, page 85
9.Please remove the information relating to the Reserve for Obsolete Inventory from this
schedule in future filings. Note that amounts recorded in separate accounts to recognize
obsolete and slow-moving inventory are not considered reserves for the purpose of this
schedule because those amounts in substance represent normal adjustments / impairment
of inventory rather than true "reserves”. Refer to Rule 12-09 of Regulation S-X, SAB
Topic 5.BB and ASC 330-10-35-14.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Ernest Greene, Staff Accountant, at 202-551-3733 or Martin
James, Senior Advisor, at 202-551-3671 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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JONES DAY

NORTH POINT  ·  901 LAKESIDE AVENUE  ·  CLEVELAND, OHIO  44114-1190

TELEPHONE: (216) 586-3939  ·  FACSIMILE: (216) 579-0212

March 23, 2011

Correspondence Filing Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, NW

Washington, DC  20549

Attention:

John   Reynolds, Assistant Director

Pamela   Howell

Damon Colbert

Re:

Cintas Corporation

Form 10-K for the fiscal year   ended May 31, 2010

File No. 001-113999

Ladies and Gentlemen:

Pursuant to my conversation with Damon Colbert on March 22, 2011, on behalf of our client, Cintas Corporation (the “Company”), we are submitting this letter in connection with the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated March 7, 2011 (the “Comment Letter”), with respect to the Company’s Form 10-K for the fiscal year ended May 31, 2010.

In the Comment Letter, the Staff commented that the Company had not included in their entirety all of the exhibits and/or schedules to Exhibits 10.1, 10.3 and 10.5 to its Current Report on Form 8-K filed with the Commission on October 1, 2010 (the “Form 8-K”).  In its response letter to the Comment Letter, the Company indicated that it would refile Exhibits 10.1, 10.3 and 10.5 to the Form 8-K as exhibits to its Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011 (the “Form 10-Q”).  Upon further review, as discussed with Mr. Colbert, no exhibits and/or schedules were omitted from Exhibit 10.3 as originally filed with the Form 8-K.  Accordingly, the Company will only refile Exhibits 10.1 and 10.5 to the Form 8-K as exhibits to its Form 10-Q.

If you have any questions regarding these matters, please do not hesitate to contact the undersigned at (216) 586-7103.

Sincerely,

/s/   Michael J. Solecki

Michael   J. Solecki

ALKHOBAR · ATLANTA · BEIJING · BOSTON · BRUSSELS · CHICAGO · CLEVELAND · COLUMBUS · DALLAS · DUBAI · FRANKFURT · HONG KONG · HOUSTON · IRVINE · JEDDAH · LONDON · LOS ANGELES · MADRID · MEXICO CITY ·  MILAN · MOSCOW · MUNICH · NEW DELHI · NEW YORK · PARIS · PITTSBURGH · RIYADH · SAN DIEGO · SAN FRANCISCO · SHANGHAI · SILICON VALLEY · SINGAPORE · SYDNEY · TAIPEI · TOKYO · WASHINGTON

March 14, 2011
 Scott D. Farmer Chief Executive Officer Cintas Corporation 6800 Cintas Boulevard P.O. Box 625737 Cincinnati, OH 45262-5737
Re: Cintas Corporation
Form 10-K for the fiscal year ended May 31, 2010 Filed July 30, 2010 File No. 000-11399

Dear Mr. Farmer:
We have completed our review of your fili ng and do not have any further comments at
this time.
Sincerely,
  /s/ Pamela Howell  for   John Reynolds
Assistant Director

CORRESP
1
filename1.htm

March 14, 2011

Correspondence Filing Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, NW

Washington, DC  20549

Attention:                                         John Reynolds, Assistant Director

Pamela Howell

Damon Colbert

Re:                     Cintas Corporation
 Form 10-K for the fiscal year ended May 31, 2010
 File No. 001-113999

Ladies and Gentlemen:

Cintas Corporation, an Ohio corporation (the “Company” or “we,” “us” or “our”), is submitting this letter in response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated March 7, 2011 (the “Comment Letter”), with respect to the Company’s Form 10-K for the fiscal year ended May 31, 2010 (the “Form 10-K”).

Below are the Company’s responses.  For the convenience of the Staff, we have repeated each of the Staff’s comments before the corresponding response.

Item 9.01. Financial Statements and Exhibits

Comment:                         We note that you have not included all of the exhibits and/or schedules to Exhibits 10.1, 10.3 and 10.5. Please confirm that you will file a complete copy of these exhibits with your next Exchange Act periodic report.

Response:

The Company will refile Exhibits 10.1, 10.3 and 10.5 to its Current Report on Form 8-K filed with the Commission on October 1, 2010 in their entirety, including exhibits and/or schedules, as applicable, as exhibits to its Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2011.  The Company may seek confidential treatment for portions of such exhibits and/or schedules, to the extent appropriate.

*            *            *

In connection with the above response, the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·                  Staff comments 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 Company 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.

If you have any questions regarding these matters, please do not hesitate to contact the undersigned at 513-573-4020.

Sincerely,

/s/

Scott D. Farmer

Scott D. Farmer

Chief Executive Officer

2

March 7, 2011
 Scott D. Farmer Chief Executive Officer Cintas Corporation 6800 Cintas Boulevard P.O. Box 625737 Cincinnati, OH 45262-5737
Re: Cintas Corporation
 Form 10-K for the fiscal year ended May 31, 2010
Filed July 30, 2010 File No. 000-11399

Dear Mr. Farmer:
 We have reviewed your filing and have th e following comment.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.
            Item 9.01.  Financial Statements and Exhibits

We note that you have not included all of the exhibits and/or schedul es to Exhibits 10.1,
10.3 and 10.5.  Please confirm that you will file a complete copy of these exhibits with
your next Exchange Act periodic report.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

Scott D. Farmer Cintas Corporation March 7, 2011 Page 2

 • the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Damon Colbert at (202) 551 3581 or Pamela Howell at (202) 551 3357
with any questions.
Sincerely,
   /s/ Pamela Howell  for    John Reynolds
Assistant Director

Mail Stop 3561

December 23, 2009
 Mr. Scott Farmer  Chief Executive Officer  Cintas Corporation  6800 Cintas Boulevard  P.O. Box 625737  Cincinnati, Ohio 45262-5737
Re: Cintas Corporation
Form 10-K for Fiscal Year Ended May 31, 2009
Filed July 30, 2009
File No. 000-11399

Dear Mr. Farmer:

We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

      S i n c e r e l y ,           T i a  J e n k i n s        Senior Assistant Chief Accountant       Office of Beverages, Apparel and        H e a l t h  C a r e  S e r v i c e s

CORRESP
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    commentres120109.htm

    December
2, 2009

    Via EDGAR (courtesy copy via
email)

    Ms. Tia
Jenkins

    Senior
Assistant Chief Accountant

    Office of
Beverages, Apparel and Health Care Services

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
DC   20549

              Re:

              Cintas
      Corporation

              Form
      10-K for fiscal year ended May 31,
2009

              Filed
      July 30, 2009

              File No.
      000-11399

    Dear Ms.
Jenkins:

    We are
responding to the Staff’s comments contained in the letter dated November 5,
2009, to the above-referenced filing.

    Form 10-K for Fiscal Year
Ended May 31, 2009

    Notes to the Consolidated
Financial Statements

    Note 2 – Restructuring and
Related Activity, page 41

      1.

              It
      appears from your disclosure on page 14 that beginning in the second
      quarter of fiscal 2009 you closed two manufacturing plants and initiated
      hiring and wage freezes.  This disclosure appears to be
      inconsistent with the disclosure provided in your Form 10-Q for the
      quarter ended November 30, 2008.  In addition, we note that you
      initiated restructuring activities in the fourth quarter to close or
      convert 16 rental processing plants, resulting in the recognition of
      restructuring charges and an impairment charge for long-lived
      assets.  Please clarify for us if there were any charges
      recorded during the second quarter as a result of the closing of two
      manufacturing facilities.  If not, please provide a detailed
      discussion of the impact of these closings on the financial statements
      during your second quarter.

    The
disclosure referred to in the Commission’s comment above from page 14 of the
Form 10-K for the fiscal year ended May 31, 2009, was as follows:

    The
suddenness and severity of the economic downturn required us to react quickly to
reduce our cost structure.  Beginning in the second quarter of fiscal
2009, we closed two manufacturing plants in Kentucky, initiated hiring and wage
freezes in many parts of the organization, eliminated
many overhead positions and reduced discretionary and capital
spending.  These initiatives resulted in a reduction to selling and
administrative expenses of approximately $60 million when comparing the last six
months of fiscal 2009 to the first six months of fiscal
2009.

          Ms. Tia
Jenkins

          December
2, 2009

          Page
2

    The Form
10-K for the fiscal year ended May 31, 2009 stated that Cintas initiated these
cost reduction actions in “the second quarter of fiscal 2009” in order to
provide the timeline for the various actions taken by management in response to
the economic downturn.  While beginning in the second quarter of
fiscal 2009, as discussed in further detail below, the initiatives did not have
a significant impact on the quarter since they were mainly started at the end of
that quarter.

    Specifically
regarding the closing of two manufacturing facilities, we made the decision to
close these plants in November, 2008.  This decision was communicated
to the facility management team on November 21, 2008.  We communicated
the plan to the manufacturing facilities’ employees on December 2,
2008.  The last day of operation for the manufacturing facilities was
January 31, 2009.

    The costs
associated with closing these manufacturing facilities included severance and
impairment of fixed assets.  During the second quarter of fiscal 2009,
Cintas had no formal or informal severance plans.  As a result, we
accounted for severance in accordance with Financial Accounting Standards Board
Statement No. 146, Accounting
for Costs Associated with Exit or Disposal Activities (FAS
146).  We accounted for the impairment of fixed assets in accordance
with Financial Accounting Standards Board Statement No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets (FAS 144).

    In
accordance with FAS 146, we did not recognize any of the severance costs in the
second quarter of fiscal 2009 because we communicated the severance plan to the
facility employees on December 2, 2008, which is in our third fiscal
quarter.  All employees were severed by the end of the third fiscal
quarter.

    In
addition, we did not record any impairment on the manufacturing facilities’
fixed assets during the second quarter of fiscal 2009.  The fixed
assets related to these facilities were one company owned plant, one leased
plant in which the lease expired during the third quarter of fiscal 2009 and
equipment.  Regarding the company owned plant, we performed a test of
recoverability (Step 2 of FAS 144) and determined that estimated future
undiscounted cash flows of the plant were less than its carrying value of
$700,000.  We then determined if an impairment loss existed (Step 3 of
FAS 144) by comparing the plant’s fair value to its carrying
value.  We determined that no impairment existed at November 30, 2008,
due to the plant’s fair value exceeding its carrying
amount.  Regarding the equipment, we recorded no equipment impairment
in the second quarter of fiscal 2009.  After determining in the third
quarter that a majority of the equipment
could be used at other Cintas manufacturing facilities, we recorded a de minimus
impairment relating to the equipment we determined
unusable.

          Ms. Tia
Jenkins

          December
2, 2009

          Page
3

    We had no
other exit costs that were incurred or accrued in the second quarter of fiscal
2009, in accordance with the requirements of FAS 146.  As a result, in
summary, the closing of these two manufacturing facilities had no impact on the
second quarter of fiscal 2009.

    We
recorded severance of $1,185,000 associated with the closing of these
manufacturing facilities in our third quarter of fiscal 2009, the recognition of
which corresponds with the communication date requirements of FAS
146.  The severance represents 0.2% of total operating expenses and
1.0% of operating income for the third quarter of fiscal 2009.  Due to
this total impact not being material to the third quarter financial statements,
we did not specifically disclose the impact in the Form 10-Q for the quarter
ended February 28, 2009.

    In
responding to the Staff’s comments, we acknowledge that:

              ·

              Cintas
      is responsible for the adequacy and accuracy of the disclosure in its
      filings;

              ·

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

              ·

              Cintas
      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.

    If the
Staff of the Commission have any questions, please contact me by phone at
513-573-4211, by fax at 513-573-4837, or by email at
galeb@cintas.com.

                Sincerely,

                CINTAS CORPORATION

                By:

              /s/William
      C. Gale

              William
      C. Gale

              Senior
      Vice President and CFO

                cc:

                Bill
      Kearns, Securities and Exchange Commission

                Angela
      Halac, Securities and Exchange Commission

                Mark
      A. Weiss, Keating Muething & Klekamp PLL

                Scott
      D. Farmer, Cintas Corporation

CORRESP
1
filename1.htm

    letter111009.htm

    November
10, 2009

    Via
EDGAR

    Ms. Tia
Jenkins

    Senior
Assistant Chief Accountant

    Division
of Corporation Finance

    Office of
Beverages, Apparel and Health

      Care
Services

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
DC   20549

                Re:

                Cintas
      Corporation

                Form
      10-K for fiscal year ended May 31, 2009

                Filed July 30, 2009

              File
      No.
      000-11399

    Dear Ms.
Jenkins:

    On behalf
of Cintas Corporation, we are confirming to the Staff, per my telephone
conversation of November 10, 2009 with Mr. Bill Kearns, that Cintas will respond
to Staff’s comments contained in the letter dated November 5, 2009 to the
above-referenced filing by Friday, December 4, 2009.  If you have any
questions, please feel free to contact me.

                Sincerely
      yours,

                KEATING
      MUETHING & KLEKAMP PLL

                By:

              /s/ Mark
      A. Weiss

              Mark
      A. Weiss

    cc:           Mr.
William C. Gale

    Mr. Michael L. Thompson

    Thomas E. Frooman, Esq.

      One East
Fourth Street ¨
Suite 1400 ¨
Cincinnati, Ohio 45202

      TEL (513)
579-6400 ¨
FAX  (513) 579-6457 ¨
www.kmklaw.com

Mail Stop 3561

November 5, 2009
 Mr. Scott Farmer Chief Executive Officer Cintas Corporation 6800 Cintas Boulevard P.O. Box 625737 Cincinnati, Ohio 45262-5737
Re: Cintas Corporation
Form 10-K for Fiscal Year Ended May 31, 2009
Filed July 30, 2009 File No. 000-11399

Dear Mr. Farmer:   We have reviewed your filing and have the following comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for Fiscal Year Ended May 31, 2009

Notes to Consolidated Financial Statements
2.  Restructuring and Related Activity, page 41
1. It appears from your disclosure on page 14 that beginning in the second quarter of
fiscal 2009 you closed two manufacturing plants and initiated hiring and wage freezes. This disclosure appears to be inconsistent with the disclosure provided in your Form 10-Q for the quarter ended November 30, 2008.  In addition, we note that you initiated restructuring activities in the fourth quarter to close or convert 16 rental processing plants, resulting in the recognition of restructuring charges and an impairment charge for long-lived assets.  Please clarify for us if there were any

Mr. Scott Farmer
Cintas Corporation
November 5, 2009 Page 2
charges recorded during the second quarter as a result of the closing of two manufacturing facilities.  If not, please provide a detailed discussion of the impact of these closings on the financial statements during your second quarter.

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Bill Kearns, Staff Accountant, at (202) 551-3727 or Angela
Halac, Staff Accountant at (202) 551-3398 if  you have questions regarding comments on
the financial statements and related matters.

Mr. Scott Farmer
Cintas Corporation November 5, 2009 Page 3
Sincerely,
         T i a  J e n k i n s        Senior Assistant Chief Accountant       Office of Beverages, Apparel and        H e a l t h  C a r e  S e r v i c e s

Mail Stop 3561          May 21, 2008   Scott D. Farmer, Chief Executive Officer Cintas Corporation 6800 Cintas Boulevard P.O. Box 625737 Cincinnati, Ohio 45262-5737
Re: Cintas Corporation
Form 10-K for fiscal year ended May 31, 2007 Filed July 30, 2007  File No. 000-11399

Dear Mr. Farmer:   We have no further comments.  Please contact Edwin Kim at 202-551-3297 if you have
any questions.

Sincerely,
           John Reynolds
Assistant Director

CORRESP
1
filename1.htm

    commentresponse0508.htm

    [Cintas
Letterhead]

    May 8,
2008

    Via
EDGAR

    Mr. John
Reynolds

    Assistant
Director

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, N.E., Mail Stop 3561

    Washington,
DC   20549

              Re:

              Cintas
      Corporation

              Form
      10-K for fiscal year ended May 31,
2007

              Filed
      July 30, 2007

              File No.
      000-11399

    Dear Mr.
Reynolds:

    On behalf
of Cintas Corporation, we are responding to the Staff’s comment contained in the
letter dated April 10, 2008 to the above-referenced filing.  We
discussed the comment by telephone with Edwin Kim of the Staff on April 30,
2008.

    Item
11.  Executive Compensation

    Compensation Discussion and
Analysis

              1.

              We
      note your response to comment two of our letter dated January 25, 2008, we
      reissue the comment in part.  We requested a quantitative
      discussion of all the terms of the necessary targets to be achieved for
      your named executive officers to earn their cash incentive bonuses and
      long-term equity incentives.  In our prior letter, we noted that
      growth in earnings per share, sales growth, and other performance goals
      were used to determine executive incentive-based income.  Your
      response indicates that disclosure of the earnings per share and sales
      growth thresholds would cause competitive harm to Cintas Corporation
      because it would allow “existing or future competitors…to gain or retain
      market share by reducing prices.”  In particular we note that
      your actual EPS growth and sales growth for the company are known for
      fiscal 2007.  Given that the actual growth in earning per share
      and growth in sales are known, please disclose the specific performance
      targets used to determine the incentive amounts or provide us with
      detailed discussion of how the disclosure of each specific target would
      cause the company competitive harm.  Specifically address why
      the disclosure of the specific targets would cause competitors to reduce
      prices and gain or retain market
share.

          Mr. John
Reynolds

          May 8,
2008

          Page

              Additionally,
      we note your response only discussed the earnings per share and sales
      growth targets.  Supplementally advise us if there are any other
      quantitative “performance goals” used in the company’s incentive-based
      compensation programs outside of the earnings per share and sales growth
      targets discussed in your response
letter.

    Cintas
Corporation will update its future filings to expand its discussion in the
Compensation Discussion and Analysis to include the terms of quantitative
financial performance targets to the extent they are material to an
understanding of how Cintas Corporation determines compensation for its named
executive officers for the last fiscal year.

                Sincerely
      yours,

                CINTAS CORPORATION

                By:

              /s/ William
      C. Gale

              William
      C. Gale

              Senior
      Vice President and Chief Financial Officer

              cc:

              Edwin
      Kim, Division of Corporation Finance

              (courtesy
      copy via facsimile - 202-772-9206)

Mail Stop 3561

        April 10, 2008

Scott D. Farmer, Chief Executive Officer
Cintas Corporation
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, Ohio 45262-5737

Re: Cintas Corporation
Form 10-K for fiscal year ended May 31, 2007
Filed July 30, 2007
File No. 000-11399

Dear Mr. Farmer:

We have reviewed your response to our letter dated January 25, 2008, regarding your
Form 10-K for the fiscal year ended May 31, 2007, and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Please do so within the time frame set forth below.  You should comply with the remaining comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us how you intend to comply, within the time frame set forth below.  Please understand that after our review of all of your responses, we may raise additional comments.

            The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Item 11.  Executive Compensation
Compensation Discussion and Analysis
1. We note your response to comment two of our letter dated January 25, 2008, we reissue the comment in part.  We requested a quantitative discussion of all the terms of the necessary targets to be achieved for your named executive officers to earn their cash

Scott D. Farmer, Chief Executive Officer
Cintas Corporation April 10, 2008
Page 2
incentive bonuses and long-term equity incentives.  In our prior letter, we noted that growth in earnings per share, sales growth, and other performance goals were used to determine executive incentive-based income.  Your response indicates that disclosure of the earnings per share and sales growth thresholds would cause competitive harm to Cintas Corporation because it would allow “existing or future competitors … to gain or retain market share by reducing prices.”  In particular we note that your actual EPS growth and sales growth for the company are known for fiscal 2007.  Given that the actual growth in earning per share and growth in sales are known, please disclose the specific performance targets used to determine the incentive amounts or provide us with detailed discussion of how the disclosure of each specific target would cause the company competitive harm.  Specifically address why the disclosure of the specific targets would cause competitors to reduce prices and gain or retain market share.

Additionally, we note your response only discusses the earnings per share and sales growth targets.  Supplementally advise us if there are any other quantitative “performance goals” used the company’s incentive-based compensation programs outside of the earnings per share and sales growth targets discussed in your response letter.

* * * * *

Closing Comments

As appropriate, please respond to this comment within 10 business days or tell us when
you will provide us with a response.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 Please contact Edwin Kim at 202-551-3297 if you have any questions.

Sincerely,

        John Reynolds
Assistant Director

CORRESP
1
filename1.htm

    commentresponse022108.htm

    [Cintas
Corporation Letterhead]

    February
21, 2008

    Via EDGAR (courtesy copy via
overnight courier)

    Mr. John
Reynolds

    Assistant
Director

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
DC   20549

              Re:

              Cintas
      Corporation

              Form
      10-K for fiscal year ended May 31,
2007

              Filed
      July 30, 2007

              File No.
      000-11399

    Dear Mr.
Reynolds:

    We are
responding to the Staff’s comments contained in the letter dated January 23,
2008 to the above-referenced filing.

    Item
1.  Business

      1.

              We
      note that your business discussion in your Form 10-K is approximately
      1-1/2 pages in length.  Advise us why you believe the length and
      depth of your business discussion is consistent with Item 101 of
      Regulation S-K.  Please address why the information you provide
      is adequate to allow investors to know the specific businesses conducted
      by the company so that they can make informed investment
      decisions.

    We
believe that our disclosure in Item 1 of our Form 10-K filed on July 30, 2007,
for the fiscal year ended May 31, 2007, provides a clear and concise
representation of our company that facilitates investor understanding of our
business and the industries in which we operate to allow them to make informed
investment decisions.  We also believe that we have complied with the
disclosure requirements of Item 101 of Regulation S-K, and we have referenced
below the disclosure requirements of Item 101 by paragraph and our related
disclosure (or lack of disclosure in the case of items which are not applicable
or not material to us) in Item 1 of our Form 10-K.

    Paragraph
101(a) General Development of Business

    We
provide a general business description and development of our business on page 4
of our Form 10-K.  The first paragraph of this section is as
follows:

          Mr. John
Reynolds

          February
21. 2008

          Page
2

    Cintas
Corporation (Cintas), a Washington corporation, provides highly specialized
products and services to businesses of all types throughout the United States
and Canada.  Cintas’ products and services are designed to enhance its
customers’ images and brand identification as well as provide a safe and
efficient work place.  Cintas was founded in 1968 by Richard T.
Farmer, Chairman of the Board, when he left his family’s industrial laundry
business in order to develop uniform programs using an exclusive new
fabric.  In the early 1970’s, Cintas acquired the family industrial
laundry business.  Over the years, Cintas developed additional
products and services that complemented its core uniform business and broadened
the scope of products and services available to our customers.

    Paragraph
101(a)(1)

    We note
specifically in this first paragraph that Cintas was organized in 1968 and is
currently a Washington corporation.  Cintas has not had any
significant changes in the last five years to its organizational structure such
as bankruptcy, receivership, material reclassifications, mergers or
consolidations, changes in assets of a material amount outside of the normal
course of business or material changes in the mode of conducting business that
would warrant disclosure under this paragraph.

    Paragraph
101(a)(2)

    This
paragraph is not applicable to Cintas.

    Paragraph
101(b) Financial Information About Segments

    We have
included on page 4 of our Form 10-K the following cross reference to the segment
financial data in the financial statements as allowed in Paragraph
101(b).

    See Note
13 entitled Segment Information in “Notes to Consolidated Financial
Statements.”

    This
financial statement footnote includes revenue, gross margin, income before
income taxes and total assets by reportable operating segment for the last three
fiscal years as required in Paragraph 101 (b).

    Paragraph
101(b)(1)

    This
paragraph was not applicable for our fiscal 2007 filing of our Form 10-K since
we made no changes to our reportable operating segments.  However, we
made the decision to separate our Other Services operating segment into three
reportable operating segments effective with our fiscal 2008 Form 10-Q filed on
October 5, 2007, for the quarterly period ended August 31, 2007.  As a
result of this change, we will disclose in our Form 10-K for the fiscal year
ended May 31,
2008, the nature of this change as well as a restatement of the corresponding
information for earlier periods.

          Mr. John
Reynolds

          February
21. 2008

          Page
3

    Paragraph
101(b)(2)

    This
paragraph is not applicable to Cintas.

    Paragraph
101(c) Narrative Description of Business

    We
provide a list of the products and services provided by Cintas in paragraph two
on page 4 of our Form 10-K.  In paragraph four on page 4 of the Form
10-K, we provide a description of our operating segments and the products and
services provided by each of these operating segments.  These
paragraphs are as follows:

    The
products and services provided by Cintas are as follows:

              ·

              Uniforms
      and Apparel

              ·

              Mats,
      Mops and Towels

              ·

              Restroom
      and Hygiene Service

              ·

              First
      Aid

              ·

              Safety

              ·

              Fire
      Protection

              ·

              Branded
      Promotional Products

              ·

              Document
      Shredding and Storage

              ·

              Cleanroom
      Resources

              ·

              Flame
      Resistant Clothing

    Cintas
classifies its business into two operating segments, Rentals and Other Services,
based on the similar economic and organizational characteristics of the products
and services within each segment. The Rentals segment reflects the rental and
servicing of uniforms and other garments, mats, mops and shop
towels.  In addition to these rental items, we also provide restroom
and hygiene products and services within this segment.  The Other
Services segment consists of the direct sale of uniforms and related items,
first aid, safety and fire protection products and services, document management
services and branded promotional products.

    Paragraph
101(c)(1)(i)

    In
addition to the disclosures of our products and services noted in the preceding
paragraph, we discuss the principal markets served and the methods of
distribution of our products
and services in the last two paragraphs on page 4 of our Form
10-K.  These paragraphs are as follows:

          Mr. John
Reynolds

          February
21. 2008

          Page
4

    The
primary markets served by both Cintas operating segments are local in nature and
highly fragmented.  Cintas competes with national, regional and local
providers, and the level of competition varies at each of Cintas’
locations.  Product, design, price, quality, service and convenience
to the customer are the competitive elements in both operating
segments.

    Within
the Rentals segment, Cintas provides its products and services to customers via
local delivery routes originating from rental processing plants and
branches.  Within the Other Services segment, Cintas provides its
products and services via its distribution network and local delivery routes or
local representatives.  In total, Cintas has approximately 7,300 local
delivery routes, 407 operations and 7 distribution centers.

    We have
also disclosed the amount of revenue contributed by our operating segments in
the table on page 4 of our Form 10-K.  This table is as
follows:

    The
following table sets forth the revenues derived from each operating segment
provided by Cintas:

              Year
      Ended May 31,

               (in
      thousands)

              2007

              2006

              2005

              Rentals

            $
            2,734,629

            $
            2,568,776

            $
            2,363,397

              Other
      Services

            972,271

            834,832

            703,886

            $
            3,706,900

            $
            3,403,608

            $
            3,067,283

    Historically,
we have broken down our revenue between rental products and services and
non-rental products and services.  As noted in the discussion above on
operating segments, though, we have separated our Other Services segment in
fiscal 2008 into three segments and will provide the revenue break down for
these products and services in the Form 10-K for the fiscal year ended May 31,
2008.

    Paragraph
101(c)(1)(ii)

    This
paragraph is not applicable to Cintas since we did not have any new products or
services that required a material amount of assets or that were otherwise
material.

    Paragraph
101(c)(1)(iii)

    We
discuss the sources and availability of material in the first paragraph on page
5 in our Form 10-K.  This paragraph is as follows:

          Mr. John
Reynolds

          February
21. 2008

          Page
5

    Cintas
sources finished products from many outside suppliers.  In addition,
Cintas operates 11 manufacturing facilities which provide for a substantial
amount of its standard uniform needs.  Cintas purchases fabric, used
in its manufacturing process, from several suppliers.  Cintas is not
aware of any circumstances that would hinder its ability to continue obtaining
these materials.

    Paragraph
101(c)(1)(iv)

    This
paragraph is not applicable to Cintas since we have no patents, trademarks,
licenses, franchises and concessions specific to our operating segments that are
material in nature.

    Paragraph
101(c)(1)(v)

    This
paragraph is not applicable to Cintas since most of our products and services
are provided continuously throughout the year and are not subject to seasonal
fluctuations of a material nature.

    Paragraph
101(c)(1)(vi)

    This
paragraph is not applicable to Cintas since our businesses and the industries in
which we operate do not require us to maintain specific working capital items of
an unusual nature that would warrant discussion.

    Paragraph
101(c)(1)(vii)

    We
discuss our customer base in paragraph 3 on page 4 in our Form
10-K.  This paragraph is as follows:

    These
products and services are provided to approximately 800,000 businesses of all
types – from small service and manufacturing companies to major corporations
that employ thousands of people.  This diversity in customer base
results in no individual customer accounting for greater than one percent of
Cintas’ total revenues.  As a result, the loss of one account would
not have a significant financial impact on Cintas.

    Paragraph
101(c)(1)(viii)

    This
paragraph is not applicable to Cintas since we do not have a material amount of
backlog orders.

          Mr. John
Reynolds

          February
21. 2008

          Page
6

    Paragraph
101(c)(1)(ix)

    This
paragraph is not applicable to Cintas since we do not have material portions of
our business subject to renegotiation at the election of the
government.

    Paragraph
101(c)(1)(x)

    We
discuss the nature of our competition in paragraph 5 on page 4 in our Form
10-K.  This paragraph is as follows:

    The
primary markets served by both Cintas operating segments are local in nature and
highly fragmented.  Cintas competes with national, regional and local
providers, and the level of competition varies at each of Cintas’
locations.  Product, design, price, quality, service and convenience
to the customer are the competitive elements in both operating
segments.

    We have
not provided an estimated number of competitors because it is subject to
fluctuations due to relatively low barriers to entry.

    Paragraph
101(c)(1)(xi)

    This
paragraph is not applicable to Cintas since we have not spent material amounts
on research and development activities.

    Paragraph
101(c)(1)(xii)

    Cintas is
subject to various environmental laws and regulations.  As a result,
we have discussed the nature of the compliance efforts and the operating costs
and capital spending of these compliance efforts in paragraph 2 on page 5 in our
10-K.  This paragraph is as follows:

    Cintas is
subject to various environmental laws and regulations, as are other companies in
the uniform rental industry.  While environmental compliance is not a
material component of our costs, Cintas must incur capital expenditures and
associated operating costs, primarily for water treatment and waste removal, on
a regular basis.  Environmental spending related to water treatment
and waste removal was approximately $16 million in fiscal 2007 and fiscal
2006.  Capital expenditures to limit or monitor hazardous substances
were approximately $2 million in fiscal 2007 and fiscal 2006.  These
expenditures were primarily related to the purchase of water treatment systems,
which are depreciated over a useful life of 10 years.  Cintas does not
expect a material change in the cost of environmental compliance on a percent to
revenue basis and is not aware of any material non-compliance with environmental
laws.

          Mr. John
Reynolds

          February
21. 2008

          Page
7

    Paragraph
101(c)(1)(xiii)

    We
discussed the number of employees in the first sentence of paragraph 3 on page 5
in our Form 10-K.  This sentence is as follows:

    At May
31, 2007, Cintas employed approximately 34,000 employees of which approximately
400 were represented by labor unions.

    Paragraph
101(d) Financial Information About Geographic Areas

    We have
not disclosed revenues, long-lived assets or other balance sheet amounts
attributable to foreign countries because these amounts are not
material.

    Paragraph
101 (e) Available Information

    We are a
large accelerated filer as defined in Rule 12b-2 of the Exchange
Act.  As a result, we disclose the information required in paragraphs
101(e)(1) through 101(e)(4) in paragraph 4 on page 5 in our Form
10-K.  This paragraph is as follows:

    Cintas
files annual and quarterly reports and proxy materials with the Securities and
Exchange Commission (SEC).  The public may copy these materials at the
SEC’s Public Reference Room at 100 F Street, N.E., Room 1580 Washington,
D.C.  20549 and may obtain further information concerning the
operation of the Public Reference Room by calling the SEC at (800)
SEC-0330.  The SEC maintains an Internet site that contains the same
information regarding Cintas that is filed electronically with the
SEC.  The address of that site is:
http://www.sec.gov.  Cintas’ Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and current reports on Form 8-K and amendments to those
reports are available free of charge as posted on its website, www.cintas.com,
as soon as reasonably practicable after electronically filing with the
SEC.  Cintas is not including the other information contained on its
website as part of or incorporating it by reference into this Annual Report on
Form 10-K.

    Paragraph
101(f) Reports to Security Holders

    This
paragraph is not applicable to Cintas.

    Paragraph
101(g) Enforceability of Civil Liabilities Against Foreign Persons

    This
paragraph is not applicable to Cintas.

          Mr. John
Reynolds

          February
21. 2008

          Page
8

    Item
11.  Executive Compensation

    Compensation Discussion and
Analysis

      2.

              You
      have not provided a quantitative discussion of all of the terms of the
      necessary targets to be achieved for your named executive officers to earn
      their cash incentive bonuses and long-term equity
      incentives.  For example, we note that growth in earnings per

Mail Stop 3561

        January 25, 2008

Scott D. Farmer, Chief Executive Officer
Cintas Corporation
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, Ohio 45262-5737

Re: Cintas Corporation
Form 10-K for fiscal year ended May 31, 2007
Filed July 30, 2007
File No. 000-11399

Dear Mr. Farmer:

We have reviewed your filing and have the following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Please do so within the time frame set forth below.  You should comply with the remaining comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us how you intend to comply, within the time frame set forth below.  Please understand that after our review of all of your responses, we may raise additional comments.

            The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Item 1. Business

Scott D. Farmer, Chief Executive Officer
Cintas Corporation January 25, 2008
P2
1. We note that your business discussion in your Form 10-K is approximately 1 ½ pages in length.  Advise us why you believe the length and the depth of your business discussion is consistent with Item 101 of Regulation S-K.  Please address why the information you provide is adequate to allow investors to know the specific businesses conducted by the company so that they can make informed investment decisions.

Item 11.  Executive Compensation

Compensation Discussion and Analysis
2. You have not provided a quantitative discussion of all of the terms of the necessary targets to be achieved for your named executive officers to earn their cash incentive bonuses and long-term equity incentives.  For example, we note that growth in earnings per share and the accomplishment of certain individual goals were used to determine the annual cash incentives and long-term equity incentives except that the compensation for Mr. S. D. Farmer was based on growth in EPS, growth in sales and other performance goals.  Please disclose the specific performance targets used to determine incentive amounts or provide a supplemental analysis as to why it is appropriate to omit these targets pursuant to Instruction 4 to Item 402( b) of Regulation S-K.  In addition, we note
that part of this compensation is based upon qualitative performance factors, in particular the individual performance goals.  Please note that qualitative goals generally need to be presented to conform to the requirements of Item 402(b)(2)(v).  To the extent that it is appropriate to omit specific targets, please provide the disclosure pursuant to Instruction 4 to Item 402(b).  General statements regarding the level of difficulty, or ease, associated with achieving performance goals either corporately or individually are not sufficient.  In discussing how likely it will be for the company to achieve the target levels or other factors, provide as much detail as necessary without providing information that poses a reasonable risk of competitive harm.

Item 8. Financial Statements and Supplementary Data
Notes to the Consolidated Financial Statements
Note 1 – Significant Accounting Policies
Revenue Recognition, page 36

Scott D. Farmer, Chief Executive Officer
Cintas Corporation January 25, 2008
P3
3. Based on the your return guarantee as disclosed on your website, we note you provide purchasers with a 30-day right of return for a full refund and the right to return items for up to one year with a graded restocking fee. Please revise to disclose your accounting policy for product returns and clarify whether revenue is presented net of a provision or allowance for product returns.  Also, tell us why you have not included such information on your Valuation and Qualifying Accounts and Reserves schedule.

* * * * *

Closing Comments

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite  our review.  Please furnish a cover letter with
your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

‚ the company 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

 Any questions regarding the accounting comments may be directed to Bill Kearns at (202) 551-3727.  Questions on other disclosure issues may be directed to Edwin S. Kim at (202)

Scott D. Farmer, Chief Executive Officer
Cintas Corporation January 25, 2008
P4
551-3297.

Sincerely,

        John Reynolds
Assistant Director

Mail Stop 3561

                    May 23, 2006

By Facsimile and U.S. Mail

Scott D. Farmer
Chief Executive Officer
Cintas Corporation
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, Ohio 45262-5737

Re: Cintas Corporation
 Form 10-K for Fiscal Year Ended May 31, 2005
 Filed August 15, 2005
           File No.  0-11399

Dear Mr. Farmer:

 We have completed our review of your Form 10-K and have no further comments
at this time.

        S i n c e r e l y ,

        M i c h a e l  M o r a n
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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     SEC Comment Response Letter

May 17, 2006

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 Fiscal Year Ended May 31, 2005

Filed August 15, 2005

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 April 17, 2006, with respect to
the above referenced Form 10-K filing 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, 2005

Notes to Consolidated
Financial Statements, page 30
13.  Segment Information, page 41

SEC Comment #1

We note your response to comment 4 in
our letter dated February 21, 2006. Please tell us each of the operating segments
identified in accordance with paragraphs 10 through 15 of SFAS No. 131. Explain why the
identified operating segments share both similar economic characteristics and a majority
of the aggregation criteria and why aggregation into two reportable segments is permitted.
See paragraph 4 of EITF 04-10. Please support your explanation with quantitative support
for each operating segment to substantiate your conclusions. The provided information
should include historical sales, margin and operating profit figures for the recent five
year period.

Response

Cintas’ products and services
are designed to enhance our customers’ images and brand identification as well as
provide a safe and efficient work place. Our products are sold through two business
models: a contractual, regular recurring rental business with a significant service
component and a direct sale, order fulfillment, distribution business. The use of each
model is determined by customers’ decisions to rent or buy, with many customers
requiring elements of both. These two business models provide the basis for our two
reportable operating segments: Rentals and Other Services.

Our Rentals reportable operating
segment is predominantly the rental and delivery of uniforms, mats, mops, towels, restroom
and hygiene services, cleanroom garments and flame resistant clothing to our customers.
These products and services are provided to our customers on a contractual basis and are
delivered through our Rentals route distribution network, typically on a weekly basis.

The Other Services reportable
operating segment consists primarily of the direct sale of garments, first aid products,
fire protection products, safety products and branded promotional products. Unlike the
Rentals operating segment, there are few service agreements with these customers. The
business model in this reporting segment is a direct sale, order fulfillment, distribution
business, where the fundamental focus is on the sourcing, the warehousing and the
distribution of products. While our product offering within this reporting segment may
change from time to time (i.e., addition of new safety products, replacement of garment
styles, etc.), the nature of the products do not change. That is, the products selected
continue to promote image and safety in the workplace. In addition, the business model and
the production process do not change with any differentiation in product offerings. We
focus on the fundamentals of sourcing, warehousing and distribution, regardless of the
product offering.

The following is our evaluation for
defining our reportable operating segments in accordance with SFAS No. 131 (SFAS 131),
Disclosures about Segments of an Enterprise and Related Information.

We have eight business units which
supply image and safety products and services to our customer base. They are as follows:

•
Rentals

•
Uniform
Sales

•
First
Aid & Safety Sales

•
Catalog
Sales

•
Fire
Protection Sales

•
Sourcing
and Distribution

•
Document
Management Sales

•
Government
Sales

Determination of
Operating Segments

SFAS 131 defines operating segments
in paragraphs 10 through 15. SFAS 131 paragraph 10 defines an operating segment as a
component of an enterprise that a.) engages in business activities from which it may earn
revenues and incur expenses, b.) whose operating results are regularly reviewed by the
enterprise’s chief operating decision maker (“CODM”) to make decisions
about resources to be allocated to the segment and assess its performances and c.) for
which discrete financial information is available.

The following reflects our
assessments of each business unit with respect to paragraph 10. A “Yes” denotes
that the particular business unit meets the referenced criteria.

     Business Unit
     Criteria A

Earn Revenue,

Incur Expenses
     Criteria B

Oper. Results Regularly

Reviewed by CODM
     Criteria C

Discrete Financial

Information Available

     Rentals
     Yes
     Yes
     Yes

     Uniform Sales
     Yes
     Yes
     Yes

     First Aid & Safety Sales
     Yes
     Yes
     Yes

     Catalog Sales
     Yes
     Yes
     Yes

     Fire Protection Sales
     Yes
     Yes
     Yes

     Sourcing and Distribution
     No
See Note 1
     Yes
See Note 1
     Yes

     Document Management Sales
     Yes
     Yes
     Yes

     Government Sales
     Yes
     Yes
     Yes

Note 1 – Sourcing and
Distribution does not earn revenue. Its primary function is to source and distribute
product to the Uniform, First Aid & Safety, Catalog and Fire Protection sales business
units. The operating results regularly reviewed by the chief operating decision maker for
Sourcing and Distribution relate to operational measurements such as cost per unit.

SFAS 131 paragraph 11 indicates that
not every part of an enterprise is necessarily an operation segment or part of an
operating segment. Our corporate financing (i.e., interest income and interest expense) is
not considered to be an operating segment. As such, it is reported as
“Corporate” in our segment reporting disclosure.

SFAS 131 paragraphs 12 and 14 define
the terms CODM and segment manager. In accordance with those definitions, we note the
following as CODM(s) and Segment Manager(s) for each business unit.

     Business Unit
     CODM(s)
     Segment Manager

     Rentals
     Scott D. Farmer, CEO
 and
     John W. Milligan,

     John W. Milligan,
     President & COO, Rental Division
and

     President & COO, Rental Division
     14 Vice Presidents

     Uniform Sales
     Scott D. Farmer, CEO
     William L. Cronin,

     President & COO, National Account

     Division

     First Aid & Safety Sales
     Scott D. Farmer, CEO
     David Pollak, Jr.,

     President & COO, First Aid & Safety

     Division

     Catalog Sales
     Scott D. Farmer, CEO
     William W. Goetz,

     Vice President, Marketing &

     Merchandising

     Fire Protection Sales
     Scott D. Farmer, CEO
     David Pollak, Jr.,

     President & COO, First Aid & Safety

     Division

     Sourcing and Distribution
     Scott D. Farmer, CEO
     Kevin M. Bien,

     and
     Vice President, Global Sourcing

     J. Phillip Holloman,
     and

     Sr. Vice President, Global Supply
     Laura J. Hendricks,

     Chain Management
     Vice President, Distribution &

     and Six Sigma
     Production Planning

     Document Management Sales
     Scott D. Farmer, CEO
     Todd M. Schneider,

     Vice President, Document Management

     Division

     Government Sales
     Scott D. Farmer, CEO
     David Warns,

     and
     Director of Government Operations

     William L. Cronin, President & COO,

     National Account Division

Scott D. Farmer, CEO, is the CODM for
all Cintas business units. Several business units have an additional CODM due to size of
operations, span of control, or business unit complexities or uniqueness.

SFAS 131 paragraph 13 discusses
situations where the three characteristics of operating segments, as described in
paragraph 10, do not clearly identify a single set of operating segments. In Cintas’
case, however, the three characteristics of operating segments described in paragraph 10
do clearly identify a single set of operating segments. As such, we do not evaluate
additional factors.

SFAS 131 paragraph 15 describes
situations involving matrix forms of organizations. This paragraph does not apply, since
Cintas did not have a matrix form of organization.

Based on our evaluation of the Cintas
business units with respect to SFAS 131 paragraphs 10 through 15, we conclude that we have
seven operating segments. They are as follows.

•
Rentals

•
Uniform
Sales

•
First
Aid & Safety Sales

•
Catalog
Sales

•
Fire
Protection Sales

•
Document
Management Sales

•
Government
Sales

Determination of
Reportable Operating Segments

In determining the reportable
operating segments, which are required to be reported in the footnotes to our financial
statements, we perform the following steps.

               1.

               We determine which operating segments meet the quantitative thresholds as
               described in paragraph 18 of SFAS 131 (i.e., the 10% tests). Operating segments,
               or the aggregation of operating segments, that meet the quantitative thresholds
               are reportable.

               2.

               We determine which operating segments meet the aggregation criteria as described
               in paragraph 17 of SFAS 131 and EITF 04-10. The operating segments that meet the
               aggregation criteria can be aggregated for purposes of determining whether the
               aggregated segments meet the quantitative thresholds. Operating segments, or the
               aggregation of operating segments, that meet the quantitative thresholds are
               reportable.

               3.

               We test whether the reportable segments contribute at least 75% of total
               consolidated revenue. If they do not, additional operating segments that do not
               individually meet the quantitative thresholds must be reported to reach the 75%
               of consolidated revenue.

               4.

               We evaluate the need for an “All Other” category, grouping operating segments that are not
               individually reportable and that do not share a majority of the aggregation
               criteria with another operating segment.

The Rentals operating segment meets
the quantitative criteria described in step #1 above and is therefore an individually
reported operating segment. Quantitative financial information for the Rentals operating
segment, including historical sales, margin and profit figures for the last five year
period, is included as Exhibit I to this letter.

The Uniform Sales operating segment,
the First Aid and Safety Sales operating segment, the Catalog Sales operating segment and
the Fire Protection Sales operating segment each do not meet the quantitative levels
described in #1 above (i.e., they do not meet the 10% tests). Quantitative financial
information for each of these operating segments, including historical sales, margin and
profit figures for the last five year period, is included as Exhibit II to this letter.

These four operating segments combine
to form our direct sale, order fulfillment, distribution business (the “direct sale
operating segments”) and follow the same business model. Sourcing and Distribution is
an integral part of this model. As such, we have included its financial

information on Exhibit II with that
of the four direct sale operating segments. The direct sale operating segments share
economic characteristics and the aggregation criteria and are therefore aggregated into
one reportable operating segment (Other Services) as provided for in paragraph 17 of SFAS
131. An analysis of the similarity of economic characteristics and the aggregation
criteria of paragraph 17 follows:

Economic Characteristics

Evidence of similar economic
characteristics for these operating segments is provided on Exhibit II. With two
exceptions, for each of the five years presented, gross margins fall within a 5% range and
selling and administrative expenses fall within a 4% range. The only exceptions are in
FY2002, when our entire business was dramatically affected by the terrorist events of
9/11, and in fire protection for FY2003, as we first introduced fire protection products
at the end of that fiscal year. In addition to sharing economic characteristics, the
products and services provided within the Other Services reportable operating segment
share the aggregation criteria described in SFAS 131 paragraphs 17 (a-e) as outlined
below:

a.    Nature of Products and
Services

The nature of products and services
in each of the direct sale operating segments is similar. The products provided are all
designed to meet our strategic goal of both enhancing our customers’ image and safety
in the workplace. Certainly, the individual products in these operating segments have
different physical characteristics (i.e., garments, mats, first aid supplies, fire
extinguishers, etc.). However, the nature and focus of the products remains the same: they
are products sold to and used by business customers to enhance their image and brand
identity and to improve safety and efficiency at their facilities.

b.    Nature of Production
Processes

The nature of the production processes
within these operating segments is similar, consisting of the design, identification and
sourcing of high quality products.

Once we identify products and product
specifications are determined, our centralized supply chain department makes sourcing
decisions (i.e., make or buy) based primarily on required volume levels, timeliness of
deliveries, branding requirements and exclusive design needs. These decisions lead to
supplier selection. Our supply chain department then manages supplier relationships to
ensure that specifications are met, price points remain competitive and quality production
continues. The nature of this production process remains consistent regardless of our
direct sale product offering.

c.    Type or Class of
Customer

The type or class of customer being
serviced by the products in the direct sale operating segments is a broad class of
customer in line with our goal of enhancing our customers’ images and brand
identification as well as providing them a safe and efficient work place. We view every
business in the United States and Canada as a potential customer for each direct sale
operating segment and indeed have customers in most SIC codes in this segment (as well as
in our Rentals segment). Our marketing data indicates that our direct sale operating
segments share 17 of the top 20 SIC codes, demonstrating not only the diversity of our
customer base but also the similar nature of our customers in each of the direct sale
operating segments.

d.    Methods and
Distribution

The methods of distribution within
these direct sale operating segments are similar. Our distribution function consists of
warehousing these products primarily through our distribution network, managing inventory
levels and then delivering these products to our customers’ place of business in the
most cost efficient manner, including direct delivery through a local representative
and/or a local delivery route.

e.    Nature of Regulatory
Environment

While we sell products and provide
services to many regulated industries, our business of providing the products in each of
the direct sale operating segments is not considered heavily regulated.

A summary of the aggregation criteria
follows.

     Uniform

Sales
     First Aid & Safety

Sales
     Catalog

Sales
     Fire Protection

Sales

     Nature of Product
     Sale of Uniform and
     Sale of First Aid and
     Sale of Uniform and

Mail Stop 3561

        April 17, 2006

By Facsimile and U.S. Mail

Mr. Scott D. Farmer
Chief Executive Officer
Cintas Corporation
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, Ohio 45262-5737

Re: Cintas Corporation
 Form 10-K for Fiscal Year Ended May 31, 2005
 Filed August 15, 2005
           File No.  0-11399

Dear Mr. Farmer:

 We have reviewed your response dated March 31, 2006 to our comment letter
dated February 21, 2006 and have the following additional comment.   Please understand that the purpose of our review is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  Feel free to call us at the telephone numbers listed at the end of this letter.

Notes to Consolidated Financial Statements, page 30
13. Segment Information, page 41

1. We note your response to comment 4 in our letter dated February 21, 2006.  Please tell us each of the operating segments identified in accordance with paragraphs 10 through 15 of SFAS No. 131.  Explain why the identified operating segments share both similar economic characteristics and a majority of the aggregation criteria and why aggregation into two reportable segments is permitted.  See paragraph 4 of EITF 04-10.  Please support your explanation with quantitative support for each operating segment to substantiate your conclusions.  The provided information should include historical sales, margin and operating profit figures for the recent five year period.

Mr. Scott D. Farmer
Cintas Corporation April 17, 2006 Page 2

 As appropriate, please amend your filing and respond to this comment within 10 business days or tell us when you will provide a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your response to our comment and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comment.

  You may contact Brian McAllister, St aff Accountant at (202) 551-3341 or me at
(202) 551-3841 if you have any questions regarding the comment on the financial statements and related matters.

         S i n c e r e l y ,

         M i c h a e l  M o r a n
         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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     Correspondence to SEC 3/31/06

March 31, 2006

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 Fiscal Year Ended May 31, 2005

           Filed August 15, 2005

           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 February 21, 2006, with respect
to the above referenced Form 10-K filing 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, 2005

Consolidated Statements
of Income, page 26

Comment #1

Please advise or revise to state
separately revenue from services and sales from products as well as the related costs. See
Rule 5-03(b) of regulation S-X.

Response

We segregate our revenue into two
categories: Rentals and Other Services. Our Rentals revenue consists primarily of service
revenue generated through the rental of uniform, mats and other products. While there are
some direct sale of products within this revenue category (for example, the direct sale of
certain restroom supplies), these sales represent less than 10 percent of this
category’s total. As noted in Regulation S-X Rule 5-03(b), “If income is derived
from more than one of the subcaptions under §210.5-03.1, each class (of income) which
is not more than 10 percent of the sum of the items may be combined with another
class.” We believe these direct sales are more appropriately contained within the
Rentals category due to these products typically being delivered in conjunction with our
other Rentals services. All of our Rentals services and products, including the direct
sale products, are route delivered to the same or similar customers on a regularly
scheduled basis, usually weekly.

Our Other Services revenue consists
primarily of the direct sale of uniforms, first aid supplies, safety supplies and other
products.

Notes to Consolidated
Financial Statements, page 30
3. Property and Equipment, page 34

Comment #2

Please tell us the amount of
capitalized interest expense in each of the last three annual fiscal periods, if any. Tell
us how you determined the amount of interest cost to be capitalized including the
capitalization period, the average amount of expenditures and the capitalization rate. In
future filings please include your accounting policy for interest cost capitalization and
the disclosure required by paragraph 21.b. of SFAS No. 34.

Response

We provided the amount of capitalized
interest expense in each of the last three annual fiscal periods in footnote 5 titled
Long-Term Debt. Interest expense is net of capitalized interest of $749,000, $521,000 and
$186,000 for the years ended May 31, 2005, 2004 and 2003, respectively. In the future, we
will include these amounts in our Property and Equipment footnote as well.

When capitalizing interest, the
capitalization period begins when expenditures for the new project have been made, actual
construction is in progress and interest costs are being incurred. Interest capitalization
does not begin when land and/or a building is purchased, but rather when activities are
undertaken to make the asset ready for it intended use. Once the new building project is
complete and ready to be occupied, interest is no longer capitalized.

The amount of interest cost to be
capitalized is determined by multiplying the applicable interest rate by the amount of
building expenditures incurred to date. If funds are specifically borrowed for a new
building project, the rate of interest on the borrowed funds is applied to the current
construction in progress balance. This rate is used on all disbursements up to the amount
of the specified borrowing. The year-to-date weighted average cost of debt is applied to
any cash disbursements made in excess of the specific borrowing amount and in cases when
funds are not specifically borrowed for a new building project. Currently, the weighted
average cost of debt we are capitalizing is 5.3%. Our total capital expenditures for the
fiscal years ending May 31, 2005, 2004 and 2003 were $140,727,000, $112,888,000, and
$115,019,000, respectively.

Due to the capitalized interest
amounts being immaterial to the financial statements of the Company for each of the
previous three fiscal years, we excluded our accounting policy for interest cost
capitalization in our Form 10-K for 2005. Should these amounts become material, we
will include this explanation in future filings.

-2-

11. Stock Based
Compensation, page 38

Comment #3

You are required to disclose the
particular terms for modifications of outstanding awards, especially when vesting
out-of-the-money options are accelerated in anticipation of adopting SFAS No. 123(R).
Please disclose the specific facts and circumstances surrounding the recent accelerated
vesting of certain employee stock options. Include if the recipients are employees or
executive officers, the number of options affected, the original exercise price, the
primary purpose of the modification, the quantified impact on pre-tax, non-cash
compensation expense in the future periods. See paragraph 47.f. of SFAS No. 123 and
Section K of SAB 107. In your response, please show us what your revised disclosure will
look like.

Response

We accelerated vesting on certain
out-of-the-money options during our 2005 fiscal year. The Cintas stock option program is a
program designed for the long-term retention of key employees. While this group includes
executive officers, the majority of options issued during any year are to non-executive
officers. This program provides for 10 year options with vesting occurring at 20 percent
per year in years six through ten. The majority of our grants occur once per year.

Given that the price of Cintas stock
has remained relatively flat over the prior five years, we reviewed our option program and
noted that certain awards which have been outstanding for a few years have shown no
benefit to the employees and are therefore not providing us any retention value. By early
vesting these options, we believe we have provided these employees some benefit –
that is, ability to exercise the affected options earlier (if they do become
in-the-money). Additionally, when we adopt FAS 123(R) we will not recognize expense
associated with these options that were issued a few years ago but which continue to have
no economic value.

We accelerated the vesting of all
outstanding options for all employees who continued to hold options as of the acceleration
from our grants at the beginning of our fiscal years 2000, 2001, 2002 and 2003.
Specifically, we accelerated the following options: approximately 350,000 options from the
2000 plan year which had an original exercise price of $41.958, 390,000 options from the
2001 plan year which had an exercise price of $42.672, 760,000 options from the 2002 plan
year which had an exercise price of $47.35, and 680,000 options from the 2003 plan year
which had an exercise price of $41.65. Through the early vesting of these options, we will
reduce our expense approximately $3.5 million for the first year of adoption of FAS
123(R).

Our revised future disclosure, which
will be included beginning with our Fiscal 2006 Third Quarter 10-Q, will read “During
fiscal 2005, the Compensation Committee of the Board of Directors approved a resolution to
accelerate the vesting for certain “out-of-the-money” options. The options which
were accelerated were provided to employees during fiscal 2000, 2001, 2002 and 2003. The
Compensation Committee approved this acceleration in order to provide these employees the
increased benefit of exercising these options when they become in-the-money and to avoid
recognizing future compensation expense related to outstanding options under SFAS No.
123(R). After amendment of all underlying option agreements, compensation expense to be
recognized in the statement of income during the first year of adoption of SFAS No. 123(R)
was reduced by approximately $3,500,000.”

-3-

13. Segment Information,
page 41

Comment #4

We note that your website lists 9
noticeably unique products and services. Tell us in more detail how you determined that
aggregation into two reportable segments was appropriate in accordance with paragraph 17
of SFAS No. 131. Please focus your response on the similarities of the economic
characteristics of the aggregated businesses. In that regard, please provide us
quantitative support of your assertions such as historical sales, margin and operating
profit figures. We will presume that both the methods of distribution and the nature of
the regulatory environment are similar. Also, please tell us how you have satisfied the
disclosure requirements of paragraph 38 of the Statement.

Response

Our website does present nine unique
products which we provide to our customers but we believe that the underlying businesses
only represent two reportable segments: Rentals and Other Services. Our website is
primarily used for marketing purposes and is designed to provide our customers and
potential customers with a sense of the products and services that we provide to improve
their corporate image or branding as well as improve safety in the workplace. The
underlying businesses, however, represent two segments: a contractual rental service
business and a direct sale business.

Paragraph 17 of SFAS 131 indicates
that operating segments often exhibit similar long-term financial performance if they have
similar economic characteristics, including the nature of the products and services, the
nature of the production processes, the type or class of customer for their products or
services, the methods used to distribute their products or provide their services and, if
applicable, the nature of the regulatory environment. The products and/or services offered
within each of our segments share these similar economic characteristics. Our Rentals and
Other Services segments are distinguished by Rental being a contractual, regular recurring
rental business with a significant service component and Other Services being a direct
sale and distribution business.

Our Rentals segment is predominantly
the rental of uniforms, mats, mops, towels, cleanroom garments and flame resistant
clothing to our customers. In addition to these rental items, we also provide our restroom
and hygiene services within this segment, as the management, distribution and customer
base for these items are essentially the same as for our other Rentals services. These
services are provided to our Rentals segment customers on a contractual basis, with a
typical term of 36 to 60 months. In addition, the majority of these services are provided
to our customers weekly through a route distribution network.

Because the servicing of this
customer segment is so intertwined, we do not segregate out gross margin by individual
product. For example, our route drivers will typically deliver uniforms, mats, shop towels
and restroom supply products all on one delivery to the same customer. The customer is
then invoiced for these services on a single weekly invoice. It would be very difficult,
if not impossible, to accurately segregate the labor, production, fuel, truck depreciation
and other service costs related to the servicing of the individual products. Approximately
two-thirds of our Cost of Rentals represents production and delivery costs.

-4-

Our Other Services segment consists
primarily of the direct sale of uniforms and related items, first aid products, fire
protection products, safety products, and branded promotional products. While the
individual products are different, the underlying business in each area is essentially the
same: a direct sale business with comparable margins. Additionally, unlike our Rentals
segment customers, there are few service agreements with these customers. Products are
sourced, warehoused and then distributed to customers. Little to no additional processing
is required once the sale has occurred. The gross margin for each of these product
offerings is very comparable, with the offerings’ gross margins operating within a 5
percent margin spread for each of the past three fiscal years.

In addition to the direct sale of
these products, our document shredding and storage business is included in this segment.
This is a non-contractual service business that does not fit perfectly into either
segment. Document shredding and storage revenue is not material to the company
(approximately 1% of total revenues in fiscal 2005) and therefore separate segment
reporting is not required. Due to the non-contractual nature and the absence of any rental
product, we have included this business in Other Services.

Paragraph 38 of SFAS 131 requires
geographic information regarding domestic and foreign revenues and long-lived assets
(other than financial instruments, deferred taxes and certain other assets) when such
amounts are material. These amounts are not material to Cintas as foreign revenues and
long-lived assets each account for less than 10 percent of total revenues and total
long-lived assets, respectively.

We do not believe any of the
information provided above has a material impact on our Form 10-K filed for the period
ended May 31, 2005. Therefore, we propose that we provide required disclosures in future
filings, where noted. 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,

William C. Gale
Chief Financial
Officer

cc:
Scott D. Farmer
       Chief Executive Officer

-5-

Mail Stop 3561

                    February 21, 2006

By Facsimile and U.S. Mail

Mr. Scott D. Farmer
Chief Executive Officer
Cintas Corporation
6800 Cintas Boulevard
P.O. Box 625737
Cincinatti, Ohio 45262-5737

Re: Cintas Corporation
 Form 10-K for Fiscal Year Ended May 31, 2005
 Filed August 15, 2005
           File No.  0-11399

Dear Mr. Farmer:

 We have reviewed the above referenced filing and have the following comments.
Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comments
are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In our comments, we have asked you to provide us with information so we
may better understand your disclosure.  After reviewing this information, we may raise
additional comments.

Please understand the purpose of our review is to assist you in your compliance
with the applicable disclosure requirements and to enhance the overall disclosure in your
filing.  We look forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Scott D. Farm er
Cintas Corporation
February 21, 2006
Page 2

Consolidated Statem ents of Incom e, page 26

1. Please advise or revise to state separately revenue from  services and sales from
products as well as the related costs.  See Rule 5-03(b) of Regulation S-X.

Notes to Consolidated Financial Statem ents, page 30
3. Property and Equipm ent, page 34

2. Please tell us the am ount of capitalized interest expense in each of the last three
annual fiscal periods, if any.  Tell us how you determ ined the am ount of interest
cost to be capitalized including the capitalization period, the average am ount of
expenditures and the capitalization rate.  In future filings please include your
accounting policy for interest cost capitalization and the disclosure required by
paragraph 21.b. of SFAS No. 34.

11. Stock Based Com pensation, page 38

3. You are required to disclose the particular term s for m odifications of outstanding
awards, especially when vesting out-of-the-m oney options are accelerated in
anticipation of adopting SFAS No. 123(R).  Please disclose the specific facts and
circum stances surrounding the recent accelerated vesting of certain em ployee
stock options.  Include if the recipients are em ployees or executive officers, the
number of options affected, the original exercise price, the prim ary purpose for
the m odification, the quantified im pact on pre-tax, non-cash com pensation
expense in the future periods.  See paragraph 47.f. of SFAS No. 123 and Section
K of SAB 107.  In your response please show us what your revised disclosure will
look like.

13. Segm ent Inform ation, page 41

4. We note that your website lists 9 noticeably unique products and services.  Tell us
in more detail how you determ ined that aggregation into two reportable segm ents
was appropriate in accordance with paragraph 17 of SFAS No. 131.  Please focus
your response on the sim ilarities of the econom ic characteristics of the aggregated
businesses.  In that regard, please provide us quantitative support for your
assertions such as historical sales, m argin and operating prof it figures.  W e will
presum e that both the m ethods of distribution and the nature of the regulatory
environm ent are sim ilar.  Also, please tell us how you have satisfied the
disclosure requirem ents of paragraph 38 of the Statem ent.

  As appropriate, please am end your filing and respond to these com ments within
10 business days, or tell us when you will provide us with a response.  You m ay wish to

Mr. Scott D. Farm er
Cintas Corporation
February 21, 2006
Page 3

provide us with m arked copies of the am endm ent to expedite our review.  Detailed letters
greatly facilitate our review.  File your response on EDGAR as a correspondence file.
Please understand that we m ay have additional com ments after reviewing your responses
to our com ment.

  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing reviewed by the staff to be certain that they have provided all
inform ation investors require for an inform ed decision.  Since the com pany and its
managem ent are in possession of all facts relating to a com pany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have m ade.

In connection with responding to our com ment, please provide, in writing, a
statem ent from  the com pany acknowledging that:

‚ the com pany is responsible for the adequacy and accuracy of the disclosure in the
filing;

‚ staff com ments or changes to disclosure in response to staff com ments do not
foreclose the Com mission from  taking any action with respect to the filing; and

‚ the com pany m ay not assert staff com ments as a defense in any proceeding
initiated by the Com mission or any person under the federal securities laws of the
United States.

 In addition, please be advised that the Division of Enforcem ent has access to all
inform ation you provide to the staff of th e Division of Corporation Finance in our
review of your filing or in response to our com ment on your filing.

  You m ay contact Brian McAllister, Staff Accountant at (202) 551-3341, Donna
Di Silvio at (202) 551-3202, or m e at (202)  551-3841 if you have any questions regarding
the com ment on the financial statem ents and related m atters.

         S incerely,

         M ichael Moran
         Accounting Branch Chief

CORRESP
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     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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3-8

      March 14, 2005

By Facsimile and U.S. Mail

Mr. Scott D. Farmer
President and Chief Executive Officer
Cintas Corporation
6800 Cintas Boulevard
Cincinnati, Ohio  45262-5737

      Re:    Form 10-K for the year ended May 31, 2004
                Form 10-Q for the quarter ended November 30, 2004
                File No.  0-11399

Dear Mr. Farmer:

      We have reviewed your response to our prior comments dated
November 19, 2004.  Our review resulted in the following
additional
comments.  All page references are keyed to the filings you
submitted
in electronic form on EDGAR.

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

Item 3.  Legal Proceedings, page 5

1. Please note that Item 103 of Regulation S-K requires, as
applicable, a discussion of any material pending litigation.
Please
also note that instruction 5.C. to Item 103 requires that you also
report any litigation in which a governmental authority is a party
to
a proceeding regarding the violation of a statute or regulation by
the discharge of materials into the environment, unless you have a
reasonable belief that the proceedings would result in no monetary
damages or in damages in an amount less than $100,000.  In this
regard, we are aware of the State of Connecticut`s legal
proceedings
concerning allegations that you violated the terms of your state
permit for the discharge of treated industrial laundry wastewater.
Please advise or revise your disclosure accordingly.

2. We also are aware of the Petition for Summary Enforcement of
Inspector General Subpoena filed on behalf of the United States
Postal Service on February 9, 2005 in the matter of United States
v.
Cintas Corporation.  Please advise us whether you should include
disclosure in response to Item 103 of Regulation S-K or revise
your
disclosure accordingly.

General

		We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filing reviewed by the staff
to
be certain that they have provided all information investors
require
for an informed decision.  Since the company and its management
are
in possession of all facts relating to a company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.

		In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company 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.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in connection with our review
of
your filings or in response to our comments on your filings.

		Please send us your response to our comment within ten
days
from the date of this letter.  You should provide a cover letter
keying your response to our comment, and provide the requested
supplementary information, if any.  Where our comment requests you
to
revise future filings, we would expect that information to be
included in your next filing.  If you believe complying with our
comment is not appropriate, please tell us why in your letter.
Your
supplemental response should be submitted in electronic form on
EDGAR
as a correspondence file.  Refer to Rule 101 (a) of Regulation S-
T.

If you have any questions regarding our comment, please direct
them
to Scott Anderegg at (202) 942-2868, Staff Attorney, or in his
absence, to Ellie Quarles, Special Counsel, at (202) 942-1859.
Any
other questions regarding disclosure issues may be directed to me
at
(202) 942-2823.

							Sincerely,

							Michael Moran
							Accounting Branch Chief

??

??

??

??

Mr. Scott D. Farmer
Cintas Corporation
March 15, 2005
Page 1

</TEXT>
</DOCUMENT>

CORRESP
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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

<DOCUMENT>
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<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3-8

							 November 10, 2004

By Facsimile and U.S. Mail

Mr. Scott D. Farmer
President and Chief Executive Officer
Cintas Corporation
6800 Cintas Boulevard
Cincinnati, Ohio  45262-5737

Re:    Form 10-K for the year ended May 31, 2004
          Form 10-Q for the quarter ended August 31, 2004
          File No.  0-11399

Dear Mr. Farmer:

We have completed a review of the above referenced filings.  Our
review was limited to your financial statements and management`s
discussion and analysis of financial condition and results of
operations.  The review resulted in the following accounting
comments.  All page references are keyed to the filings you submitted
in electronic form on EDGAR.

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. You disclose the reasons for the change from the prior year in
expense line items such as selling, general and administrative
expenses, but do not provide any dollar amounts for each reason.  In
future filings, please revise your disclosures to quantify the
incremental impact of each individual business reason discussed on
the overall change in the line item in circumstances where there is
more than one business reason the change in a line item between
periods.  See Item 303(a)(3) of Regulation S-K.

Liquidity and Capital Resources
Contractual Obligations, page 14

2. In a separately captioned section, please disclose any off-balance
sheet arrangements that have or are reasonably likely to have a
current or future effect on your financial condition.  Your
discussion should include all of the information that is now required
by Item 303(a)(4) of Regulation S-K.  If there are none, please state
this in your revised disclosures.

3. In future filings, please revise your contractual obligations
table to include (1) scheduled interest payments on your outstanding
debt, (2) estimated payments under interest swap agreements, and (3)
estimated future cash funding requirements related to your defined
contribution, incentive, savings or other types of post-employment
and benefit plans.  Because the table is aimed at increasing the
transparency of cash flow requirements, we believe these types of
payments should be included in the table.  Any necessary assumptions
used to derive any of the amounts should be discussed in a footnote
to the table.  If you choose not to include these payments, a
footnote to the table should clearly identify the excluded item and
provide any additional information that is material to an
understanding of your cash requirements.  Refer to Item 303(a)(5) of
Regulation S-K.

Item 8.  Financial Statements and Supplemental Data

Consolidated Financial Statements
Consolidated Statements of Shareholders` Equity

4. Please disclose for all periods presented the amounts of the
income tax provisions related to the foreign currency translation
adjustments in each period presented.  See paragraph 25 of SFAS 130.

Notes to Consolidated Financial Statements
Note 1.  Significant Accounting Policies

General

5. In future filings, please disclose in a footnote the types of
amounts you include in the cost of rentals, cost of other services
and the selling, general and administrative expense line items.
Please tell us whether you include inbound freight charges,
purchasing and receiving costs, inspection costs, warehousing costs,
and the other costs of your distribution network in the cost of
rentals and/or cost of other services line items.  If you currently
exclude a portion of these costs from cost of rentals or cost of
other services, please disclose:

a. in a footnote the line items that these excluded costs are
included  in and the amounts included in each line item for each
period presented, and
b. in MD&A that your gross margins may not be comparable to those of
other entities, since some entities include all of the costs related
to their distribution network in cost of rentals or cost of other
services and others may exclude a portion of them from gross margin,
including them instead in a line item such as selling, general and
administrative expenses.

Note 5.  Long-Term Debt, page 30

6. In future filings, please disclose the significant debt covenants
you are required to maintain under your various debt and financing
arrangements.  Disclose the existence of any cross-default
provisions.  Please also disclose whether you were in compliance with
all of your debt covenants for each period presented and the
repercussions of not meeting them.  If there are none, please state
that in your disclosures.   Refer to Rule 4-08(c) of Regulation S-X.

Note 6.  Leases, page 30

7. In future filings, please disclose how you account for leases with
(a) step rent provisions and escalation clauses and (b) capital
improvements funding and other lease concessions.  If, as we assume,
they are taken into account in computing your minimum lease payments
and the minimum lease payments are recognized on a straight-line
basis over the minimum lease term, your note disclosures should
indicate so.  If our assumption is incorrect, please tell us how your
accounting treatment complies with SFAS 13 and FTB 88-1.  Please also
see paragraph 5.n. of SFAS 13, as amended by SFAS 29, which discusses
how lease payments that depend on an existing index or rate, such as
the consumer price index or the prime interest rate, should be
included in your minimum lease payments.

Note 8.  Acquisitions, page 32

8. We note your disclosure of the aggregate information for the
businesses acquired during fiscals 2004 and 2003. In future filings,
please provide the disclosures required by paragraph 53 of SFAS 141
in the aggregate for the 37 businesses acquired in fiscal 2004 and 30
businesses acquired in fiscal 2003. Specifically, you should provide
a better description of the business you acquired (e.g. rental
business or other services), and you should provide the disclosures
regarding goodwill and intangible assets required by paragraph 52 as
referenced in paragraph 53(d). It appears that a significant part of
the assets acquired were goodwill or otherwise intangible.

9. Please tell us how you determined the fair value of the service
contracts acquired in your acquisitions of the 67 businesses during
fiscals 2003 and 2004.  Provide us with an example of the nature and
type of service contract you generally acquire and how you determine
the estimated useful used as well as your basis in GAAP for the
amortization period.  Please tell us the amount of the purchase price
of $113.3 million in 2004 and $36.7 million in 2003 that was
allocated to service contracts.  Refer to SFAS 141.

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

10. Your disclosures on Schedule II did not include the amounts
recorded for estimated sales returns and allowances.  In future
filings, please revise Schedule II to include all reserves recorded,
including estimated sales returns and allowances for all periods
presented.  Refer to Rules 5-04(c) and 12-09 of Regulation S-X.

(a)(3)  Exhibits
Exhibits 31.1 and 31.2

11. Please delete the title of the officer from the first sentence of
each certification.  The certification should be in the exact format
provided by Item 601(b)(31) of Regulation S-K.  Please also confirm
that the inclusion of your 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 your Form 10-K for
the year ended May 31, 2004, and your Form 10-Q for the quarter ended
August 31, 2004.

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

General

12. Please address the above comments in your interim financial
statements to the extent applicable.

General

Please send us your response to our comments within ten days from the
date of this letter.  You should provide a cover letter keying your
response to our comments, and provide the requested supplementary
information, if any.  Where our comment requests you to revise future
filings, we would expect that information to be included in your next
filing.  If you believe complying with a comment is not appropriate,
please tell us why in your letter. Your supplemental response should
be submitted in electronic form on EDGAR as a correspondence file.
Refer to Rule 101 (a) of Regulation S-T.

If you have any questions regarding our comment, please direct them
to Milwood Hobbs at (202) 942-2846 or, in his absence, to the
undersigned at (202) 942-2823.  Any other questions regarding
disclosure issues maybe directed to H. Christopher Owings at (202)
942-1900.

							Sincerely,

							Michael Moran
							Branch Chief

Mr. Scott D. Farmer
Cintas Corporation
November 10, 2004
Page 1

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