Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   [X]þ No  [   ]

o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-212 b-2 of the Exchange Act.

Indicate by check markcheckmark whether the registrant is a shell company (as defined in Rule 12b-212 b-2 of the Exchange Act). Yes   [  ]o No  [X]

þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

The consolidated condensed financial statements of Cintas Corporation (Cintas) included herein have been prepared by Cintas, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. While we believe that the disclosures are adequately presented, it is suggested that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and notes included in our most recent Form 10-K for the fiscal year ended May 31, 2006. A summary of our significant accounting policies is presented on page 36 of that report. There havehas been no material changes in the accounting policies followed by Cintas during the fiscal year, with the exception of the new accounting standard discussed in Note 2 below.

Interim results are subject to variations and are not necessarily indicative of the results of operations for a full fiscal year. In the opinion of management, adjustments (which include only normal recurring adjustments) necessary for a fair statement of the consolidated results of the interim periods shown have been made.

Certain prior year amounts have been reclassified to conform to current year presentation.

As a result of adopting Statement 123(R) on June 1, 2006, Cintas’ income before income taxes and net income for the threesix months ended August 31,November 30, 2006, are less than $1,000 higher$1,250 and $552 lower, respectively, than if it had continued to account for share-based compensation under Opinion 25. This increase results from a cumulative catch-up adjustment due to a change in estimated forfeitures for certain existing stock option and restricted stock awards. Basic and diluted earnings per share for the threesix months ended August 31,November 30, 2006, are less than $.01 and $.01 higher, respectively,lower than if the companyCintas had continued to account for share-based compensation under Opinion 25.

The following table represents a reconciliation of the shares used to calculate basic and diluted earnings per share for the respective periods:

			Three Months Ended August 31,
			2006			2005
						(Restated)*
Numerator:
Net income			$	84,962		$	78,422
Denominator:
Denominator for basic earnings per
share-weighted average shares				160,770			168,939
Effect of dilutive securities-
employee stock options				377			625
Denominator for diluted earnings per
share-adjusted weighted average
shares and assuming conversions				161,147			169,564
Basic earnings per share			$	.53		$	.46
Diluted earnings per share			$	.53		$	.46

* Restated to reflect the adoption of FAS 123(R), using the modified-retrospective method.

Changes in the carrying amount of goodwill and service contracts for the threesix months ended August 31,November 30, 2006, by operating segment, are as follows:

			Rentals			Other Services			Total
Goodwill
Balance as of June 1, 2006			$	855,135		$	281,040		$	1,136,175
Goodwill acquired				(599	)		18,369			17,770
Foreign currency translation				(56	)		(22	)		(78	)
Balance as of August 31, 2006			$	854,480		$	299,387		$	1,153,867

Information regarding Cintas’ service contracts and other assets are as follows:

			As of August 31, 2006
			Carrying Amount			Accumulated Amortization			Net
Service contracts			$	296,943		$	121,923		$	175,020
Noncompete and
consulting agreements			$	47,145		$	16,734		$	30,411
Other				34,020			3,741			30,279
Total			$	81,165		$	20,475		$	60,690

			As of May 31, 2006
			Carrying Amount			Accumulated Amortization			Net
Service contracts			$	295,929		$	115,964		$	179,965
Noncompete and
consulting agreements			$	45,801		$	15,484		$	30,317
Other				40,512			3,523			36,989
Total			$	86,313		$	19,007		$	67,306

Amortization expense was $9,690$19,679 and $7,774$15,678 for the threesix months ended August 31,November 30, 2006 and August 31,November 30, 2005, respectively. Estimated amortization expense, excluding any future acquisitions, for each of the next five years is $38,133, $35,134, $32,925, $29,928$39,160, $36,170, $33,936, $30,938 and $26,257,$27,267, respectively.

On August 15, 2006, Cintas issued $250,000 of senior notes due in 2036. This debt bears an interest rate of 6.15% paid semi-annually beginning February 15, 2007. The proceeds generated from the offering were used to repay parta portion of our outstanding commercial paper borrowings.

Cintas formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. Cintas’ hedging activities are transacted only with highly-rated institutions, reducing the exposure to credit risk in the event of nonperformance. Cintas periodically uses derivatives for fair value hedging and cash flow hedging purposes.

Fair value hedges protect assets, liabilities and firm commitments against changes in fair values. Cintas has used reverse interest rate swap agreements to hedge the exposure to changes in the fair value of certain fixed rate debt. These agreements involve the receipt of fixed rate amounts in exchange for floating rate interest payments over the life of the agreements without an exchange of underlying principal amount. The change in the fair value of the hedging instruments and the underlying debt obligations are recorded in current period earnings. Cintas attempts to structure these agreements to be perfectly effective such that the adjustments from the mark-to-market values are equal and result in offsetting gains and losses. If these agreements are structured to be perfectly effective, Cintas can qualify for treatment under the short-cut method of measuring effectiveness, which under the provisions of FASB Statement 133,Accounting for Derivative Instruments and Hedging Activities, eliminates the requirement to periodically evaluate effectiveness. There were no reverse interest rate swap agreementsfair value hedges in place as of August 31,November 30, 2006.

Cash flow hedges are derivative instruments that hedge the exposure of variability in short-term interest rates. These agreements effectively convert a portion of the floating rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense. The effective portion of the net gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains or losses on the ineffective portion of the hedge are charged to earnings in the current period. When outstanding, the effectiveness of these swapsderivative instruments is reviewed at least every fiscal quarter. Examples of cash flow hedging instruments that Cintas may use are interest rate swaps, lock agreements and forward starting swaps. There were no interest rate swap or lock agreements outstanding as of August 31,November 30, 2006. There was a cash settled forward starting swap in place as of August 31,November 30, 2006, which is discussed below.

During the third quarter of fiscal 2006, Cintas entered into a cash settled forward starting swap to protect forecasted interest payments from interest rate movement for an anticipated $200,000 debt issuance in fiscal 2007.2008. The Hypothetical Derivative Method is used to measure hedge effectiveness. Cintas expects the forward starting swap to be perfectly effective as the critical terms of the anticipated debt issuance will perfectly offset the hedged cash flows of the forecasted interest payments. When the $200,000 of hedged debt is issued, the lender will make a payment to Cintas if the 30-year Treasury rate has increased since the inception of the cash settled forward starting swap. Conversely, if the 30-year Treasury rate decreases during that period, Cintas will pay the lender. The value of the cash settled forward starting swap prior to the debt issuance is recorded in other assets and in other comprehensive income in shareholders’ equity.equity and other assets or accrued liabilities depending on the value of the swap at the end of each reporting period. Once the debt is issued, the value of the forward starting swap will be settled with cash and will be amortized to earnings over the term of the debt issuance.

Cintas used interest rate lock agreements to hedge against movements in the treasury rates at the time Cintas issued its senior notes, both for the senior notes issued in fiscal 2002 and the senior notes issued in fiscal 2007. The amortization of the cash flow hedges pertaining to the fiscal 2002 lock agreements,

9

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CINTAS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(In thousands except per share data)

resulted in a credit to other comprehensive income of $73$104 for both the three months ended August 31,November 30, 2006, and August 31, 2005. Amortization of$177 for the fiscal 2007 lock agreement will begin in Septembersix months ended November 30, 2006.

Cintas has certain significant covenants related to debt agreements. These covenants limit Cintas’ ability to incur certain liens, to engage in sale-leaseback transactions and to merge, consolidate or sell all or substantially all of Cintas’ assets. These covenants also require Cintas to maintain certain debt to capitalization and interest coverage ratios. Cross default provisions exist between certain debt instruments. Cintas is in compliance with all of the significant debt covenants for all periods presented. Were a default of a significant covenant to occur, the default could result in an acceleration of indebtedness, impair liquidity and limit the ability to raise future capital. Cintas’ debt, net of cash and marketable securities, is $682,025$619,052 as of August 31,November 30, 2006. For the threesix months ended August 31,November 30, 2006, net cash provided by operating activities was $55,844$227,334 and capital expenditures were approximately $36,496.$81,321.

Under the 2005 equity compensation plan, which was approved by shareholders and adopted by Cintas in fiscal 2006, Cintas may grant officers and key employees equity compensation in the form of stock options, stock appreciation rights, restricted and unrestricted stock, awards, performance awards and other stock unit awards up to an aggregate of 14,000,000 shares of Cintas’ common stock. The compensation (benefit)/cost that has been charged against income was ($598)$1,847 and $1,613$1,432 for the three month periods ended August 31,November 30, 2006 and August 31,November 30, 2005, respectively. The compensation cost charged against income was $1,250 and $3,045 for the six month periods ended November 30, 2006 and November 30, 2005, respectively. The amount recorded in the threesix month period ended August 31,November 30, 2006, reflects a cumulative catch-up adjustment of $2,169 ($2,088 after tax), due to a change in the estimated forfeitures for certain existing stock option and restricted stock awards.grants. Basic and diluted earnings per share for the threesix months ended August 31,November 30, 2006, are $.01 andboth $.01 higher, respectively, due to this change in estimated forfeitures. The total income tax benefit recognized in the income statement for share-based compensation arrangements was $257$441 and $188$113 for the three month periods ended August 31,November 30, 2006 and August 31,2005, respectively, and was $697 and $301 for the six month periods ended November 30, 2006 and 2005, respectively.

Stock options are granted at the fair market value of the underlying common stock on the date of grant. The option terms are determined by the Cintas Compensation Committee, but no stock option may be exercised later than ten years after the date of the grant. The option awards generally have ten year terms with graded vesting in years five through ten based on continuous service during that period. Cintas recognizes compensation expense for these options using the straight-line recognition method over the vesting period.

The fair value of these options was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions:

			Three Months Ended August 31,
			2006			2005
Risk-free interest rate				4.00	%		4.00	%
Dividend yield				.70	%		.50	%
Expected volatility of
Cintas' common stock				35	%		35	%
Expected life of the option in years				7.5			9

10

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CINTAS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(In thousands except per share data)

The risk-free interest rate is based on U.S. government issues with a remaining term equal to the expected life of the stock options. The determination of expected volatility is based on historical volatility of Cintas stock over the period commensurate with the expected term of stock options, as well as other relevant factors. The weighted average expected term was determined based on the historical employee exercise behavior of the options. The weighted-average grant date fair value of stock options granted during the three months ended August 31,November 30, 2006, was $17.47 and 2005 was $15.38$20.95 for the three months ended November 30, 2005. The weighted-average grant date fair value of stock options granted during the six months ended November 30, 2006, was $15.89 and was $20.95 respectively.

for the six months ended November 30, 2005.

The information presented in the following table relates primarily to stock options granted and outstanding under either the plan adopted in fiscal 2006 or under previously adopted plans:

The intrinsic value of stock options exercised in the three and six months ended August 31,November 30, 2006, was $2,604.

$1,464 and $4,068, respectively.

The following table summarizes the information related to stock options outstanding at August 31,November 30, 2006:

Outstanding Options												Exercisable Options
Range of Exercise Prices			Number Outstanding			Average Remaining Option Life			Weighted Average Exercise Price			Number Exercisable			Weighted Average Exercise Price
$17.75 - $39.29				2,831,440			6.75		$34.76				680,388		$25.86
39.42 -   41.98				1,171,827			5.37		41.59				966,917		41.77
42.06 -   44.33				1,699,000			6.98		42.36				462,400		42.77
44.43 -   53.19				1,592,100			7.45		45.68				598,150		47.70
$17.75 - $53.19				7,294,367			6.73		$40.09				2,707,855		$39.25

At August 31,November 30, 2006, the aggregate intrinsic value of stock options outstanding and exercisable was $9,060$19,974 and $7,601,$9,825, respectively.

Restricted stock awards consistconsists of Cintas’ common stock which is subject to such conditions, restrictions and limitations as the Cintas Compensation Committee determines to be appropriate. The recipient of restricted stock awards will have all rights of a shareholder of Cintas, including the right to vote and the right to receive cash dividends, during the vesting period. The vesting period is generally three years after the grant date.

The remaining unrecognized compensation cost related to unvested stock options and restricted stock at August 31,November 30, 2006, was approximately $45,556,$45,548, and the weighted-average period of time over which this cost will be recognized is 3.6 years

3.7 years.

Cintas reserves shares of common stock to satisfy share option exercises and/or future restricted stock grants. At August 31,November 30, 2006, 13,347,27513,244,833 shares of common stock are reserved for future issuance under the 2005 plan.

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 “out-of-the-money” options that 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.Statement 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.Statement 123(R) was reduced by approximately $3,500.

Total comprehensive income represents the net change in shareholders’ equity during a period from sources other than transactions with shareholders and, as such, includes net earnings. For Cintas, the only components of total comprehensive income are the change in cumulative foreign currency translation adjustments, the change in the fair value of derivatives and the change in the fair value of available-for-sale securities. The components of comprehensive income for the three and six month periods ended August 31,November 30, 2006 and August 31,November 30, 2005 are as follows:

			Three Months Ended August 31,
			2006			2005
						(Restated)*
Net income			$	84,962		$	78,422
Other comprehensive income:
Foreign currency translation adjustment				(531	)		8,150
Change in fair value of derivatives, net of $6,169 of tax				(10,430	)		73
Change in fair value of available-for-sale securities,
net of $211 of tax				348			--
Comprehensive income			$	74,349		$	86,645

* Restated to reflect the adoption of FAS 123(R), using the modified-retrospective method.