CTASCintas

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.

Rest of the question

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.

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