10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 23, 2006.

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     .

Commission File No. 0-19357

MONRO MUFFLER BRAKE, INC.

(Exact name of registrant as specified in its charter)

New York	16-0838627
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification #)
200 Holleder Parkway, Rochester, New York	14615
(Address of principal executive offices)	(Zip code)

585-647-6400

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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. þ Yes o No

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-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o

Indicate by check mark whether the registrant is a Shell Company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

As of October 21, 2006, 14,297,132 shares of the Registrant’s Common Stock, par value $ .01 per share, were outstanding.

MONRO MUFFLER BRAKE, INC.

INDEX

	Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet at September 23, 2006 and March 25, 2006	3
Consolidated Statement of Income for the quarters and six months ended September 23, 2006 and September 24, 2005	4
Consolidated Statement of Changes in Shareholders’ Equity for the six months ended September 23, 2006	5
Consolidated Statement of Cash Flows for the six months ended September 23, 2006 and September 24, 2005	6
Notes to Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk	19
Item 4. Controls and Procedures	19
Part II. Other Information
Item 1A. Risk Factors	20
Item 4. Submission of Matters to a Vote of Security Holders	20
Item 6. Exhibits	20
Signatures	21
Exhibit Index	22
EX-10.1
EX-31.1
EX-31.2
EX-32.1

2

MONRO MUFFLER BRAKE, INC.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

MONRO MUFFLER BRAKE, INC.

CONSOLIDATED BALANCE SHEET

	(Unaudited)
	September 23,			March 25,
	2006			2006
	(Dollars in thousands)
Assets
Current assets:
Cash and equivalents	$	1,001		$	3,780
Trade receivables		2,645			1,726
Inventories		62,567			60,378
Deferred income tax asset		1,400			1,133
Other current assets		17,873			18,091
Total current assets		85,486			85,108
Property, plant and equipment		305,147			291,789
Less – Accumulated depreciation and amortization		(135,748	)		(128,164	)
Net property, plant and equipment		169,399			163,625
Deferred income tax asset		1,321
Goodwill		48,830			37,766
Intangible assets and other noncurrent assets		10,345			16,896
Total assets	$	315,381		$	303,395
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt	$	525		$	525
Trade payables		25,226			25,802
Federal and state income taxes payable		2,149			1,937
Accrued payroll, payroll taxes and other payroll benefits		10,080			10,255
Accrued insurance		5,301			5,536
Other current liabilities		11,571			9,661
Total current liabilities		54,852			53,716
Long-term debt		42,289			46,327
Accrued rent expense		7,217			7,362
Other long-term liabilities		3,019			2,924
Deferred income tax liability					76
Total liabilities		107,377			110,405
Commitments
Shareholders’ equity:
Class C Convertible Preferred Stock, $1.50 par value, $.144 conversion value, 150,000 shares authorized; 65,000 shares issued and outstanding		97			97
Common Stock, $.01 par value, 20,000,000 shares authorized; 14,191,205 and 13,976,630 shares issued at September 23, 2006 and March 25, 2006, respectively		142			140
Treasury Stock, 331,628 shares, at cost		(2,056	)		(2,056	)
Additional paid-in capital		61,249			57,661
Retained earnings		148,572			137,148
Total shareholders’ equity		208,004			192,990
Total liabilities and shareholders’ equity	$	315,381		$	303,395

The accompanying notes are an integral part of these financial statements.

3

MONRO MUFFLER BRAKE, INC.

CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)

	Quarter Ended					Six Months Ended
	Fiscal September					Fiscal September
	2006		2005			2006		2005
	(Dollars in thousands, except per share data)
Sales	$	107,285	$	95,641		$	205,730	$	190,266
Cost of sales, including distribution and occupancy costs		63,181		55,897			120,590		109,819
Gross profit		44,104		39,744			85,140		80,447
Operating, selling, general and administrative expenses		32,108		26,777			61,720		53,678
Operating income		11,996		12,967			23,420		26,769
Interest expense, net of interest income for the quarter of $119 in 2006 and $8 in 2005, and year-to-date of $366 in 2006 and $16 in 2005		895		810			1,530		1,692
Other expense (income), net		2,148		(122	)		1,522		303
Income before provision for income taxes		8,953		12,279			20,368		24,774
Provision for income taxes		3,357		4,666			7,210		9,414
Net income	$	5,596	$	7,613		$	13,158	$	15,360
Earnings per share:
Basic	$	.40	$	.56		$	.95	$	1.14
Diluted	$	.37	$	.51		$	.87	$	1.03

The accompanying notes are an integral part of these financial statements.

4

MONRO MUFFLER BRAKE, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED)

(Dollars in thousands)

								Additional
	Preferred		Common		Treasury			Paid-in		Retained
	Stock		Stock		Stock			Capital		Earnings			Total
Balance at March 25, 2006	$	97	$	140	$	(2,056	)	$	57,661	$	137,148		$	192,990
Net income											13,158			13,158
Cash dividends: Preferred											(81	)		(81	)
Common											(1,653	)		(1,653	)
Tax benefit from exercise of stock options									1,005					1,005
Exercise of stock options				2					2,329					2,331
Stock option compensation									254					254
Balance at September 23, 2006	$	97	$	142	$	(2,056	)	$	61,249	$	148,572		$	208,004

The accompanying notes are an integral part of these financial statements.

5

MONRO MUFFLER BRAKE, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Six Months Ended Fiscal
	September
	2006			2005
	(Dollars in thousands)
	Increase (Decrease) in Cash
Cash flows from operating activities:
Net income	$	13,158		$	15,360
Adjustments to reconcile net income to net cash provided by operating activities -
Depreciation and amortization		9,252			8,809
Loss on investment in R&S Parts and Services, Inc.		2,677
Stock-based compensation expense		254
Excess tax benefits from share-based payment arrangements		(391	)
Net change in deferred income taxes		(1,664	)		(470	)
Gain from relocation of tire store		(900	)
Gain on disposal of property, plant and equipment		(751	)		(71	)
Increase in trade receivables		(919	)		(263	)
Increase in inventories		(1,236	)		(2,903	)
Increase in other current assets		(231	)		(881	)
Increase in intangible assets and other noncurrent assets		(756	)		(237	)
Decrease in trade payables		(666	)		(419	)
Increase in accrued expenses		738			210
Increase in federal and state income taxes payable		1,217			2,652
Decrease in other long-term liabilities		(638	)		(741	)
Total adjustments		5,986			5,686
Net cash provided by operating activities		19,144			21,046
Cash flows from investing activities:
Capital expenditures		(12,613	)		(8,087	)
Acquisition of ProCare, net of cash acquired		(12,874	)
Proceeds from the disposal of property, plant and equipment		1,164			1,267
Proceeds from relocation of tire store		450
Repayment of loan receivable from R&S Parts and Services, Inc.		5,000
Net cash used for investing activities		(18,873	)		(6,820	)
Cash flows from financing activities:
Proceeds from borrowings		70,307			105,392
Principal payments on long-term debt and capital lease obligations		(74,345	)		(118,587	)
Exercise of stock options		2,331			1,233
Exercise of warrants					1,340
Excess tax benefits from share-based payment arrangements		391
Dividends to shareholders		(1,734	)		(727	)
Net cash used for financing activities		(3,050	)		(11,349	)
(Decrease) increase in cash		(2,779	)		2,877
Cash at beginning of period		3,780			888
Cash at end of period	$	1,001		$	3,765

The accompanying notes are an integral part of these financial statements.

6

MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Condensed Consolidated Financial Statements

     The consolidated balance sheet as of September 23, 2006, the consolidated statements of income for the quarters and six months ended September 23, 2006 and September 24, 2005, the consolidated statements of cash flows for the six months ended September 23, 2006 and September 24, 2005 and the consolidated statement of changes in shareholders’ equity for the six months ended September 23, 2006, include Monro Muffler Brake, Inc. and its wholly owned subsidiaries (the “Company”). These unaudited condensed consolidated financial statements have been prepared by the Company and are subject to year-end adjustments. In the opinion of management, all known adjustments (consisting of normal recurring accruals or adjustments) have been made to state fairly the financial position, results of operations and cash flows for the unaudited periods presented.

     Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 25, 2006. The results of operations for the interim periods being reported on herein are not necessarily indicative of the operating results for the full year.

     The Company reports its results on a 52/53 week fiscal year with the fiscal year ending on the last Saturday in March of each year. The following are the dates represented by each fiscal period reported in these condensed financial statements:

“Quarter Ended Fiscal September 2006”:	June 25, 2006 – September 23, 2006 (13 weeks)
“Quarter Ended Fiscal September 2005”:	June 26, 2005 – September 24, 2005 (13 weeks)
“Six Months Ended Fiscal September 2006”:	March 26, 2006 – September 23, 2006 (26 weeks)
“Six Months Ended Fiscal September 2005”:	March 27, 2005 – September 24, 2005 (26 weeks)

     Certain reclassifications have been made to the prior year’s consolidated financial statements to conform to the current year’s presentation.

Note 2 – Acquisitions

     Effective April 29, 2006, the Company acquired 75 automotive maintenance and repair service stores located in eight metropolitan areas throughout Ohio and Pennsylvania from ProCare Automotive Service Solutions LLC (“ProCare”). The Company acquired the business and substantially all of the operating assets of these stores, which consist primarily of inventory and equipment, and assumed certain liabilities. The purchase price was $14.5 million in cash which was financed through the Company’s existing bank facility. The excess of the purchase price over the fair values of assets acquired and liabilities assumed was allocated to goodwill. Preliminary goodwill of approximately $11.0 million was recorded on the acquisition. The Company converted 31 of the acquired ProCare stores to tire stores which will operate under the Mr. Tire brand name. The remaining stores will operate as service stores under the Monro brand name. The results of operations of the acquired ProCare stores are included in the Company’s results from April 29, 2006.

     On November 1, 2005, the Company acquired a 13 percent interest in R&S Parts and Service, Inc. (“R&S”), a privately owned automotive aftermarket parts and service chain, for $2.0 million from GDJ Retail LLC. As part of the transaction, the Company also loaned R&S $5.0 million under a secured subordinated debt agreement that had a five-year term and carried an 8 percent interest rate. The loan was repaid in full in September 2006.

     R&S operates approximately 95 retail stores under the name of Strauss Discount Auto (“Strauss”) that provide automotive parts and accessories, 69 of which also have service bays that offer a full range of aftermarket services. The stores generated approximately $170 million in annual sales in their fiscal year ended December 2005, and are located throughout New York, New Jersey and Philadelphia. The Company also had the option to purchase the remaining 87 percent interest in Strauss on or before September 30, 2006, for an additional $12.0 million in cash and $1.0 million of Monro stock.

     On August 11, 2006, the Company announced that it would not exercise its option to purchase the remaining 87% of Strauss. In addition, the Company recorded an after-tax impairment charge of $1.7 million with respect to the original 13% equity investment as well as due diligence costs related to Strauss. Management reached this conclusion after learning that Strauss had filed petitions for relief under Chapter 11 of the U.S. Bankruptcy Code. The impairment charge has been reflected within “Other Expenses” on the Consolidated Statement of Income for the quarter and six months ended September 23, 2006.

7

MONRO MUFFLER BRAKE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Effective October 17, 2004, the Company acquired five retail tire and automotive repair stores located in and around Frederick, Maryland from Donald B. Rice Tire Co., Inc. (the “Rice Tire Acquisition”). On March 6, 2005, the Company acquired 10 retail tire and automotive repair stores located in southern Maryland from Henderson Holdings, Inc. (the “Henderson Acquisition”). These stores produce approximately $19 million in sales annually. The Company operates 14 of these retail locations under the Mr. Tire brand name and one under the Tread Quarters brand name. The Company purchased all of the operating assets of these stores, including fixed assets and certain inventory, and assumed certain liabilities, including obligations pursuant to the real property leases for certain of the retail store locations. The total purchase price of these stores was approximately $11.6 million, which was funded through $5.1 million in cash, the assumption of liabilities and the issuance of 240,206 shares of the Company’s common stock, which was valued at $6.5 million. In addition, the Company recorded buildings and capital lease obligations in the amount of approximately $6.2 million in connection with new leases with the seller of Henderson Holdings for nine of the properties acquired and $.9 million in connection with a Rice Tire lease. The results of operations of these stores are included in the Company’s income statement from their respective dates of acquisition.

Note 3 – Derivative Financial Instruments

     The Company reports derivatives and hedging activities in accordance with Statement of Financial Accounting Standards No. 133 (“SFAS 133”), “Accounting for Derivative Instruments and Hedging Activities”, as amended. This statement requires that all derivative instruments be recorded on the balance sheet at fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether the derivative is designated as part of a hedge transaction, and if it is, depending on the type of hedge transaction.

     Currently the Company has no derivative instrument agreements. The most recent derivative instrument agreement expired in October 2005.

Note 4 — Earnings Per Share

     Basic earnings per common share (EPS) amounts are computed by dividing earnings after the deduction of preferred stock dividends by the average number of common shares outstanding. Diluted EPS amounts assume the issuance of common stock for all potentially dilutive equivalents outstanding.

8

MONRO MUFFLER BRAKE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The following is a reconciliation of basic and diluted EPS for the respective periods:

	Quarter Ended						Six Months Ended
	Fiscal September						Fiscal September
	2006			2005			2006			2005
	(Dollars in thousands, except per share data)
Numerator for earnings per common share calculation:
Net Income	$	5,596		$	7,613		$	13,158		$	15,360
Less: Preferred stock dividends		(47	)		(34	)		(81	)		(34	)
Income available to common stockholders	$	5,549		$	7,579		$	13,077		$	15,326
Denominator for earnings per common share calculation:
Weighted average common shares, basic		13,848			13,523			13,777			13,459
Effect of dilutive securities:
Preferred Stock		675			675			675			675
Stock options and warrants		679			788			757			792
Weighted average number of common shares, diluted		15,202			14,986			15,209			14,926
Basic Earnings per common share:	$	.40		$	.56		$	.95		$	1.14
Diluted Earnings per common share:	$	.37		$	.51		$	.87		$	1.03

     The computation of diluted EPS excludes the effect of the assumed exercise of approximately 94,000 stock options for the three and six months ended fiscal September 2006, and 300 and 36,000, respectively, for the three and six months ended fiscal September 2005. Such amounts were excluded as the exercise prices of these options were greater than the average market value of the Company’s common stock for those periods, resulting in an anti-dilutive effect on diluted EPS.

Note 5 – Stock-Based Compensation

     The Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123R, “Share-Based Payments,” (“SFAS 123R”), which replaced SFAS No. 123 “Accounting for Stock-Based Compensation,” (“SFAS 123”) and superseded Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” (“APB 25”). SFAS 123R requires entities to measure compensation cost arising from the grant of share-based payments to employees at fair value and to recognize such cost in income over the period during which the employee is required to provide service in exchange for the award, usually the vesting period. The Company adopted SFAS 123R effective March 26, 2006 under the modified prospective transition method. In accordance with the modified-prospective transition method of SFAS 123R, the Company has not restated prior periods. Accordingly, the Company will recognize compensation expense for all awards granted or modified after March 25, 2006. Outstanding awards at the date of adoption were fully vested and therefore there is no related expense going forward associated with these awards. SFAS 123R requires forfeitures to be estimated on the grant date and revised in subsequent periods if actual forfeitures differ from those estimates. Prior to the adoption of SFAS 123R, the Company accounted for forfeitures as they occurred. For pro forma disclosure purposes in accordance with SFAS 123, the Company estimated forfeitures.

9

MONRO MUFFLER BRAKE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Prior to the adoption of SFAS 123R, the Company used the intrinsic value method prescribed in APB 25 and also followed the disclosure requirements of SFAS 123, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” (“SFAS 148”); which required certain disclosures on a pro forma basis as if the fair value method had been followed for accounting for such compensation. The following table presents the pro forma effect on net income as if the Company had applied the fair value method to measure compensation cost prior to the Company’s adoption of SFAS 123R:

	Quarter Ended			Six Months Ended
	Fiscal September			Fiscal September
	2005			2005
	(Dollars in thousands,
	Except per share data)
Net income, as reported	$	7,613		$	15,360
Add: Stock-based employee compensation expense recorded in accordance with APB25, net of tax effect		—			—
Deduct: Total stock-based employee compensation expense determined under fair-value-based method for all awards, net of related tax effects		(41	)		(981	)
Pro forma net income	$	7,572		$	14,379
Earnings per share:
Basic – as reported	$	.56		$	1.14
Basic – pro forma	$	.56		$	1.07
Diluted – as reported	$	.51		$	1.03
Diluted – pro forma	$	.51		$	.96

     Upon adoption of SFAS 123R, the Company elected to recognize compensation expense using the straight-line approach. The Company estimates fair value using the Black-Scholes valuation model. Assumptions used to estimate the compensation expense are determined as follows:

• Expected term of an award is based on historical experience and on the terms and conditions of the stock awards granted to employees;

• Expected volatility is measured using historical changes in the market price of the Company’s common stock over the expected term of the awards;

• Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards;

• Forfeitures are based substantially on the history of cancellations of similar awards granted by the Company in prior years; and,

• Dividend yield is based on historical experience and expected future changes.

     The weighted average fair value of options granted during the thirteen week periods ended fiscal September 2006 and 2005 was $6.16 and $6.06, respectively, and for the twenty-six week periods ended fiscal September 2006 and 2005 was $7.71 and $5.15, respectively. The fair values of the options granted were estimated on the date of their grant using the following weighted average assumptions:

10

MONRO MUFFLER BRAKE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Quarter Ended						Six Months Ended
	Fiscal September						Fiscal September
	2006			2005			2006			2005
Risk free interest rate		4.9	%		4.4	%		5.0	%		4.1	%
Expected life	6 years			5 years			6 years			6 years
Expected volatility		30.8	%		28.3	%		30.7	%		28.4	%
Expected dividend yield		5.4	%		3.6	%		4.8	%		4.5	%

     Total stock-based compensation expense included in selling, general and administrative and distribution expenses in the Company’s statement of operations for the fiscal quarter ended September 23, 2006 was $235,000. The related income tax benefit was $94,000. The Company did not have any stock-based compensation expense under APB 25 for the fiscal quarter ended September 24, 2005.

     Total stock-based compensation expense included in selling, general and administrative and distribution expenses in the Company’s statement of operations for the six months ended September 23, 2006 was $254,000. The related tax benefit was $102,000. The Company did not have any stock-based compensation expense under APB25 for the six months ended September 24, 2005.

     As a result of adopting SFAS 123R on March 26, 2006, the Company’s income before provision for income taxes and net income for the fiscal quarter ended September 23, 2006, were $235,000 and $141,000 lower, respectively, than if the Company had continued to account for stock-based compensation under APB 25. The related impact to basic and diluted earnings per share for the fiscal quarter ended September 23, 2006 was $.01 per share.

     The Company’s income before provision for income taxes and net income for the six months ended September 23, 2006, were $254,000 and $152,000 lower, respectively, than if the Company had continued to account for stock-based compensation under APB25. The related impact to basic and diluted earnings per share for the six months ended September 23, 2006 was $.01 per share.

     Prior to the adoption of SFAS 123R, the Company reported all income tax benefits resulting from the exercise of stock options as operating cash inflows in its consolidated statements of cash flow. In accordance with SFAS 123R, the Company revised its statement of cash flows presentation to include the excess tax benefits from the exercise of stock options as financing cash inflows. Accordingly, for the fiscal quarter ended September 23, 2006, the Company reported $391,000 of excess tax benefits as a financing cash inflow.

     Under the 1984 and 1987 Incentive Stock Option Plans, 1,091,508 shares (as retroactively adjusted for stock dividends and the September 16, 2003 three-for-two stock split) of common stock were reserved for issuance to officers and key employees. The 1989 Incentive Stock Option Plan authorized an additional 1,126,558 shares (as retroactively adjusted for stock dividends and the stock split) for issuance.

11

MONRO MUFFLER BRAKE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     In November 1998, the Board of Directors authorized the 1998 Incentive Stock Option Plan (the “1998 Plan”), reserving 1,125,000 shares (as retroactively adjusted for the stock split) of common stock for issuance to officers and key employees. The 1998 Plan was approved by shareholders in August 1999.

     In May 2003, the Board of Directors authorized an additional 300,000 shares (as retroactively adjusted for the stock split) for issuance under the 1998 Plan, which were approved by shareholders in August 2003. In June 2005, the Compensation Committee of the Board of Directors (the “Compensation Committee”) authorized an additional 360,000 shares, which were approved by shareholders in August 2005.

     Generally, options vest within the first five years of their term, and have a duration of ten years. Outstanding options are exercisable for various periods through August 2016.

     A summary of changes in outstanding stock options is as follows:

				Weighted		Weighted
				Average		Average
	Number			Exercise		Remaining		Aggregate
	of Options			Price		Life		Intrinsic Value
				(in dollars)		(in years)		(in millions)
Options outstanding at March 25, 2006		1,479,075		$	12.37
Options granted		96,750		$	36.65
Options exercised		(200,976	)	$	10.84
Options canceled		(5,046	)	$	26.54
Options outstanding at September 23, 2006		1,369,803		$	14.24		5.2	$	25.3
Exercisable at September 23, 2006		1,275,984		$	12.59		4.8	$	25.3

     A summary of the status of and changes in nonvested stock options granted as of and during the six months ended September 23, 2006 is presented below:

				Weighted Average
				Grant-Date Fair Value
	Shares			(per Share)
Nonvested at March 26, 2006		—
Granted		96,750		$	8.24
Vested		—
Canceled		(950	)	$	8.25
Nonvested at September 23, 2006		95,800		$	8.24

     In August 1994, the Board of Directors authorized a non-employee directors’ stock option plan which was approved by shareholders in August 1995 (the “1994 Plan”). The 1994 Plan initially reserved 100,278 shares of common stock (as retroactively adjusted for stock dividends and the stock split), and provides for (i) the grant to each non-employee director as of August 1, 1994 of an option to purchase 4,559 shares of the Company’s common stock (as retroactively adjusted for stock dividends and the stock split) and (ii) the annual grant to each non-employee director of an option to purchase 4,559 shares (as retroactively adjusted for stock dividends and the stock split) on the date of the annual meeting of shareholders beginning in 1995. The options expire ten years from the date of grant and have an exercise price equal to the fair market value of the Company’s common stock on the date of grant. Options issued to directors generally vest immediately upon issuance.

12

MONRO MUFFLER BRAKE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     In May 1997 and May 1999, the Board of Directors authorized an additional 102,375 and 97,500 shares, respectively (both amounts as retroactively adjusted for stock dividends and the stock split) for issuance under the 1994 Plan. These amounts were approved by shareholders in August 1997 and August 1999, respectively.

     In May 2003, the Board of Directors authorized the 2003 Non-Employee Directors’ Stock Option Plan (the “2003 Plan”), reserving 90,000 shares (as retroactively adjusted for the stock split) of common stock for issuance to outside directors, which was approved by shareholders in August 2003. The provisions of the 2003 Plan are similar to the 1994 Plan, except that options in the 2003 Plan expire five years from the date of grant.

     In June 2005, the Compensation Committee authorized an additional 50,000 shares, which were approved by shareholders in August 2005.

     A summary of changes in outstanding stock options is as follows:

				Weighted		Weighted
				Average		Average
	Number			Exercise		Remaining		Aggregate
	of Options			Price		Life		Intrinsic Value
				(in dollars)		(in years)		(in millions)
Options outstanding at March 25, 2006		233,771		$	14.47
Options granted		31,913		$	30.93
Options exercised		(13,674	)	$	11.34
Options canceled		—
Options outstanding at September 23, 2006		252,010		$	16.70		5.7	$	4.0
Exercisable at September 23, 2006		252,010		$	16.70		5.7	$	4.0

     A summary of the status of and changes in nonvested stock options granted as of and during the six months ended September 23, 2006 is presented below:

				Weighted Average
				Grant-Date Fair Value
	Shares			(per Share)
Nonvested at March 26, 2006		—
Granted		31,913		$	6.15
Vested		(31,913	)	$	6.15
Nonvested at September 23, 2006		—

     During the three months ended September 23, 2006, the fair value of awards vested under our stock plans was $.2 million. During the six months ended September 23, 2006, the fair value of awards vested under our stock plans was $.2 million.

     The aggregate intrinsic value in the preceding tables is based on the Company’s closing stock price of $32.44 as of the last trading day of the period ended September 23, 2006. The aggregate intrinsic value of options (the amount by which the market price of the stock on the date of exercise exceeded the exercise price of the option) exercised during the fiscal quarter ended September 23, 2006 was $.6 million. As of September 23, 2006, there was $340,000 of unrecognized compensation expense related to non-vested fixed stock options that is expected to be recognized over a weighted average period of 3.7 years.

     Cash received from option exercise under all stock option plans was $2.3 million and $1.2 million for the six months ended

13

September 2006 and September 2005, respectively.

     The Company issues new shares of common stock upon exercise of stock options.

Note 6 – Supplemental Disclosure of Cash Flow Information

     The following transactions represent non-cash investing and financing activities during the periods indicated:

SIX MONTHS ENDED SEPTEMBER 23, 2006:

     In connection with the ProCare Acquisition (Note 2), liabilities were assumed as follows:

Fair value of assets acquired	$	5,434,500
Goodwill recorded		10,977,000
Cash paid in FY06		(1,600,000	)
Cash paid in FY07, net of cash acquired		(12,874,000	)
Liabilities assumed	$	1,937,500

     In connection with the recording of capital leases, the Company increased fixed assets and long-term debt by $487,000.

     In connection with the accounting for income tax benefits related to the exercise of stock options, the Company reduced current liabilities and increased paid-in capital by $1,005,000.

SIX MONTHS ENDED SEPTEMBER 24, 2005:

     In connection with the disposal of assets, the Company reduced both fixed assets and long-term liabilities by $67,000.

     In connection with the recording of capital leases, the Company increased fixed assets by $763,000, goodwill by $525,000 and long-term debt by $1,288,000.

In connection with recording the value of the Company’s swap contracts, other comprehensive income increased by $15,000, other long-term liabilities decreased by $24,000 and the deferred income tax liability was increased by $9,000.

Note 7 – Cash Dividends

     In April 2006, the Company’s Board of Directors declared a regular quarterly cash dividend of $.05 per common share or common share equivalent to be paid to shareholders of record on April 24, 2006. The dividend was paid on May 5, 2006 and amounted to $34,000 for preferred shareholders and $684,000 for common shareholders.

     In May 2006, the Company’s Board of Directors declared a regular quarterly cash dividend of $.07 per common share or common share equivalent to be paid to shareholders of record on July 18, 2006. The dividend was paid on July 28, 2006 and amounted to $47,000 for preferred shareholders and $969,000 for common shareholders.

     In October 2006, the Company’s Board of Directors declared a regular quarterly cash dividend of $.07 per share to be paid on October 30, 2006 to shareholders of record as of October 20, 2006. The dividend was paid on October 30, 2006 and amounted to $47,000 for preferred shareholders and $978,000 for common shareholders.

     The declaration of and any determination as to the payment of future dividends will be at the discretion of the Board of Directors and will depend on the Company’s financial condition, results of operations, capital requirements, compliance with charter and contractual restrictions, and such other factors as the Board of Directors deems relevant.

Note 8 – Income Taxes

     For the six months ended September 23, 2006, the Company recognized a $.4 million income tax benefit primarily related to the favorable resolution of state income tax issues.

14

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

     The statements contained in this Form 10-Q that are not historical facts, including (without limitation) statements made in the Management’s Discussion and Analysis of Financial Condition and Results of Operations, may contain statements of future expectations and other forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed. These factors include, but are not necessarily limited to, product demand, dependence on and competition within the primary markets in which the Company’s stores are located, the need for and costs associated with store renovations and other capital expenditures, the effect of economic conditions, the impact of competitive services and pricing, product development, parts supply restraints or difficulties, industry regulation, risks relating to leverage and debt service (including sensitivity to fluctuations in interest rates), continued availability of capital resources and financing, risks relating to integration of acquired businesses, the availability of vendor rebates and other factors set forth or incorporated elsewhere herein and in the Company’s other Securities and Exchange Commission filings including the report on Form 10-K for the fiscal year ended March 25, 2006 and subsequent periodic filings. The Company does not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the Company.

     The following table sets forth income statement data of Monro Muffler Brake, Inc. (“Monro” or the “Company”) expressed as a percentage of sales for the fiscal periods indicated:

	Quarter Ended						Six Months Ended
	Fiscal September						Fiscal September
	2006			2005			2006			2005
Sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales, including distribution and occupancy costs		58.9			58.4			58.6			57.7
Gross profit		41.1			41.6			41.4			42.3
Operating, selling, general and administrative expenses		29.9			28.0			30.0			28.2
Operating income		11.2			13.6			11.4			14.1
Interest expense — net		.8			.8			.7			.9
Other expense (income) — net		2.1			(.1	)		.8			.2
Income before provision for income taxes		8.3			12.9			9.9			13.0
Provision for income taxes		3.1			4.9			3.5			4.9
Net income		5.2	%		8.0	%		6.4	%		8.1	%

15

Second Quarter and Six Months Ended September 23, 2006 Compared To Second Quarter and Six Months Ended September 24, 2005

     Sales were $107.3 million for the quarter ended September 23, 2006 as compared with $95.6 million in the quarter ended September 24, 2005. The sales increase of $11.7 million, or 12.2%, was due to an increase of $12.2 million related to new stores (including $9.9 million from the Acquired ProCare stores), and a comparable store sales increase of 1.1%. Partially offsetting this was a decrease in sales related to closed stores amounting to $1.6 million. There were 76 selling days in the quarter ended September 23, 2006 and in the quarter ended September 24, 2005.

     At September 23, 2006, the Company had 701 company-operated stores compared with 625 stores at September 24, 2005. During the quarter ended September 23, 2006, the Company opened two stores, and closed two.

     The new ProCare stores acquired on April 29, 2006 were purchased out of bankruptcy. These stores suffered significant declines in recent years and are not yet performing at a level where they are profitable. The ProCare stores lost approximately $.02 per share in the second quarter of fiscal 2007, and their performance negatively impacted gross margin by 1.1% and store direct costs (included in operating, selling, general and administrative (“SG&A”) expenses) by .6% in the current quarter. The ProCare stores loss for the six months ended September 23, 2006 is approximately $.04 per share. Their performance negatively impacted gross margin by .9% and store direct costs by .4% for the six months ended September 23, 2006.

     Sales for the six months ended September 23, 2006 were $205.7 million compared with $190.3 million for the comparable period in the prior year. The sales increase of $15.4 million is due to an increase of $19.5 million related to new stores (including $15.4 million from the acquired ProCare stores), offset by a comparable store sales decrease of .9% and a decrease in sales related to closed stores amounting to $3.0 million.

     Gross profit for the quarter ended September 23, 2006 was $44.1 million or 41.1% of sales as compared with $39.7 million or 41.6% of sales for the quarter ended September 24, 2005. As previously stated, the ProCare stores increased consolidated cost of sales and reduced gross profit by 1.1% as a percentage of sales during the quarter ended September 23, 2006. This occurred primarily in the areas of labor and occupancy costs. Due to negative comparable store sales at these locations, fixed occupancy costs created pressure on gross margin. Additionally, even in times of declining sales, technicians receive a minimum base wage when they are not fully productive. This subsidization of wages raised labor costs as a percentage of consolidated sales.

     Without ProCare, gross profit was 42.2% of sales as compared to 41.6% in the prior year. There was a shift in mix during the quarter ended September 23, 2006 to the lower margin maintenance and tire categories, as well as tire and oil cost increases. However, this negative pressure on gross profit was offset by an increase in vendor rebates recorded as a reduction of cost of sales, as compared to the prior year quarter.

     Excluding ProCare, labor and occupancy costs declined as a percent of sales during the quarter ended September 23, 2006 as compared to the prior year. Positive comparable store sales improved labor efficiency and created leverage against fixed occupancy costs.

     Gross profit for the six months ended September 23, 2006 was $85.1 million, or 41.4% of sales, compared with $80.4 million or 42.3% of sales for the six months ended September 24, 2005.

     SG&A expenses for the quarter ended September 23, 2006 increased by $5.3 million to $32.1 million from the quarter ended September 24, 2005, and were 29.9% of sales as compared to 28.0% in the prior year quarter. In addition to the percentage increase attributable to the ProCare stores, approximately one percentage point of the increase in SG&A expense as a percentage of sales is due primarily to a shift in cooperative advertising credits from SG&A to cost of sales in connection with the accounting for new vendor agreements under EITF 02-16. Additionally, advertising costs as a percentage of sales increased as compared to the prior year quarter.

     For the six months ended September 23, 2006, SG&A expenses increased by $8.0 million to $61.7 million from the comparable period of the prior year and were 30.0% of sales compared to 28.2%.

     Operating income for the quarter ended September 23, 2006 of approximately $12.0 million decreased 7.5% compared to operating income for the quarter ended September 24, 2005, and decreased as a percentage of sales from 13.6% to 11.2% for the same periods.

     Net interest expense for the quarter ended September 23, 2006 increased by approximately $.1 million as compared to the same period in the prior year, and remained flat as a percentage of sales for the same periods. There was an increase in the weighted

16

average interest rate for the current year quarter of approximately 115 basis points as compared to the prior year, due to increases in prime and LIBOR interest rates, as well as some new capital leases that carry higher rates than the Company’s bank facility. Partially offsetting this was a decrease in the weighted average debt outstanding for the quarter ended September 23, 2006 of approximately $2.3 million, and an increase in interest income of $.1 million.

     Other expense increased $2.3 million as compared to the prior year, primarily related to the write-off of the Company’s investment in Strauss of $2.7 million, partially offset by a reduction in the closed store reserves of $.4 million.

     The effective tax rate for the quarter ended September 23, 2006 and September 24, 2005 was 37.5% and 38.0%, respectively, of pre-tax income. For the six months ended September 23, 2006 and September 24, 2005, the effective tax rates were 35.4% and 38.0%, respectively, of pre-tax income. Offsetting the current six months’ tax provision of 37.5% was the recognition of a $.4 million income tax benefit primarily related to the favorable resolution of state income tax issues.

     Net income for the quarter ended September 23, 2006 of $5.6 million decreased 26.5% from net income for the quarter ended September 24, 2005. Earnings per share on a diluted basis for the quarter ended September 23, 2006 decreased 27.5%.

     For the six months ended September 23, 2006, net income of $13.2 million decreased 14.3% and diluted earnings per share decreased 15.5%.

     Interim Period Reporting

     The data included in this report are unaudited and are subject to year-end adjustments; however, in the opinion of management, all known adjustments (which consist only of normal recurring adjustments) have been made to state fairly the Company’s operating results and financial position for the unaudited periods. The results for interim periods are not necessarily indicative of results to be expected for the fiscal year.

Capital Resources and Liquidity

     Capital Resources

     The Company’s primary capital requirements in fiscal 2007 are the upgrading of facilities and systems in existing stores and the funding of its store expansion program, including potential acquisitions of existing store chains. For the six months ended September 23, 2006, the Company spent $12.6 million principally for equipment and $14.5 million for the acquisition of ProCare stores. Funds were provided primarily by cash flow from operations. Management believes that the Company has sufficient resources available (including cash and equivalents, net cash flow from operations and bank financing) to expand its business as currently planned for the next several years.

     Liquidity

     In March 2003, the Company renewed its credit facility agreement. The amended financing arrangement consisted of an $83.4 million Revolving Credit facility, and a non-amortizing credit loan totaling $26.6 million.

     In July 2005, the Company amended its existing credit facility terms by entering into a five-year, $125 million Revolving Credit Facility agreement (the “Credit Facility”) (of which approximately $30.3 million was outstanding at September 23, 2006) with five banks in the lending syndicate that provided the Company’s prior financing arrangement. Interest only is payable monthly throughout the Credit Facility’s term. The Credit Facility increases the Company’s current borrowing capacity by $15 million to $125 million and includes a provision allowing the Company to expand the amount of the overall facility to $160 million, subject to existing or new lender(s) commitments at that time. The terms of the Credit Facility immediately reduced the spread the Company pays on LIBOR-based borrowings by 50 basis points and permit the payment of cash dividends not to exceed 25% of the preceding year’s net income. Additionally, the amended Credit Facility is not secured by the Company’s real property, although the Company has entered into an agreement not to encumber its real property, with certain permissible exceptions. Other terms of the Credit Facility are generally consistent with the Company’s prior financing agreement.

     The Company has financed the land associated with its office/warehouse facility via a mortgage note payable of $.7 million due in a balloon payment in 2015. In addition, the Company has financed certain store properties and equipment with capital leases, which amount to $11.8 million and are due in installments through 2023.

     Certain of the Company’s long-term debt agreements require, among other things, the maintenance of specified interest and

17

rent coverage ratios and amounts of net worth. They also contain restrictions on cash dividend payments. At September 23, 2006, the Company is in compliance with the applicable debt covenants. These agreements permit mortgages and specific lease financing arrangements with other parties with certain limitations.

     From time to time, the Company enters into interest rate swap agreements, which involve the exchange of fixed and floating rate interest payments periodically over the life of the agreement without the exchange of the underlying principal amounts. The differential to be paid or received is accrued as interest rates change and is recognized over the life of the agreements as an offsetting adjustment to interest expense. Currently, the Company has no hedge agreements. The most recent swap agreement expired in October 2005.

Recent Accounting Pronouncements

     In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155 (“SFAS 155”), “Accounting for Certain Hybrid Financial Instruments” (an amendment of FASB Statements No. 133 and 140). This Statement permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. SFAS No. 155 is effective for all financial instruments acquired, issued, or subject to a remeasurement event occurring after the beginning of an entity’s first fiscal year that begins after September 15, 2006 (fiscal year 2008 for the Company). Additionally, the fair value may also be applied upon adoption of this Statement for hybrid financial instruments that had been bifurcated under previous accounting guidance prior to the adoption of this Statement. The Company does not believe the adoption of SFAS 155 will have a material impact on the financial statements.

     In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). The interpretation clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Specifically, the pronouncement prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on the related derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition of uncertain tax positions. The accounting provisions of FIN 48 will be effective for the Company beginning April 1, 2007. The Company is in the process of determining the effect, if any, the adoption of FIN 48 will have on its financial statements.

     In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not expect the adoption of SFAS No. 157 to have a material impact on the financial results or existing covenants of the Company.

     In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – An Amendment of FASB Statements No. 87, 88, 106 and 132 (R).” This standard requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur as a component of comprehensive income. The standard also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position. The requirement to recognize the funded status of a defined benefit postretirement plan is effective as of the end of the fiscal year ending after December 15, 2006. The provisions of SFAS No. 158 are being evaluated, with expected adoption of SFAS No. 158 on March 31, 2007. It is anticipated that the impact of the adoption will be a decrease of approximately $2.0 million in shareholders’ equity.

     In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108 (“SAB 108”), “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB 108 eliminates the diversity of practice surrounding how public companies quantify financial statement misstatements. It establishes an approach that requires quantification of financial statement misstatements based on the effects of the misstatements on each of the Company’s financial statements and the related financial statement disclosures. SAB 108 must be applied to annual financial statements for their first fiscal year ending after November 15, 2006. The Company does not expect SAB 108 to have a material impact on its financial condition or results of operations.

18

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     For a description of the Company’s market risks see “Item 7a – Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 25, 2006. The Company’s exposure to market risks has not changed materially from the description in the Annual Report on Form 10-K.

Item 4. Controls and Procedures

     Disclosure controls and procedures

     The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that the Company files or submits pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Security and Exchange Commission’s (SEC) rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

     In conjunction with the close of each fiscal quarter and under the supervision of the Chief Executive Officer and Chief Financial Officer, the Company conducts an update, a review and an evaluation of the effectiveness of the Company’s disclosure controls and procedures. It is the conclusion of the Company’s Chief Executive Officer and Chief Financial Officer, based upon an evaluation completed as of the end of the most recent fiscal quarter reported on herein, that the Company’s disclosure controls and procedures were effective.

Changes in internal controls

     There were no changes in the Company’s internal control over financial reporting during the quarter ended September 23, 2006 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

19

MONRO MUFFLER BRAKE, INC.

PART II — OTHER INFORMATION

Item 1A. Risk Factors

     There have been no changes to the risk factors described in the Company’s previously filed Annual Report on Form 10-K for the fiscal year ended March 25, 2006.

Item 4. Submission of Matters to a Vote of Security Holders

     The 2006 Annual Meeting of Shareholders of the Company (the “2006 Meeting”) was held on August 8, 2006. At the 2006 Meeting, the Company’s common shareholders elected the Company’s nominees Richard A. Berenson, Donald Glickman, Robert E. Mellor and Lionel B. Spiro to Class 1 of the Board of Directors, to serve until the election and qualification of their respective successors at the 2008 Annual Meeting of Shareholders. Such nominees for director received the following votes:

Name	Votes For		Votes Withheld
Richard A. Berenson		12,236,550		688,982
Donald Glickman		12,021,274		906,508
Robert E. Mellor		12,202,928		724,854
Lionel B. Spiro		12,210,052		717,730

     In addition, Frederick M. Danziger, Robert G. Gross, Peter J. Solomon and Francis R. Strawbridge will continue as Class 2 directors until the election and qualification of their respective successors at the 2007 Annual Meeting of Shareholders.

     Also approved was a proposal to evaluate the selection of independent public accountants (12,821,289 shares in favor, 105,407 shares against and 1,082 shares abstaining).

Item 6. Exhibits

     a. Exhibits

10.1	- Supply Agreement between the Company and The Valvoline Company dated April 1, 2006*
31.1	– Certification of Robert G. Gross pursuant to Section 302 of the Sarbanes – Oxley Act of 2002
31.2	– Certification of Catherine D’Amico pursuant to Section 302 of the Sarbanes – Oxley Act of 2002
32.1	– Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
	Sarbanes – Oxley Act of 2002

*Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

20

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MONRO MUFFLER BRAKE, INC.
DATE: November 2, 2006	By /s/ Robert G. Gross
	Robert G. Gross
	President and Chief Executive Officer

DATE: November 2, 2006	By /s/ Catherine D’Amico
	Catherine D’Amico
	Executive Vice President-Finance, Treasurer and Chief Financial Officer

21

EXHIBIT INDEX

Exhibit No.	Description	Page No.
10.1	Supply Agreement between the Company and The Valvoline Company dated April 1, 2006*		23
31.1	Certification of Robert G. Gross pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		30
31.2	Certification of Catherine D’Amico pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		31
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		32

* Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

22

EX-10.1

Exhibit 10.1

     PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SUCH PORTIONS ARE DESIGNATED “***”.

     THIS SUPPLY AGREEMENT (“Agreement”), is made and entered into as of the 1st day of April, 2006, between The Valvoline Company, a division of Ashland Inc., a Kentucky corporation, with a mailing address of P. O. Box 14000, Lexington, Kentucky 40512, Attention: Director of Installed Sales & Training, (“VALVOLINE”), and Monro Service Corporation (“CUSTOMER”), a Delaware corporation, with a mailing address of 200 Holleder Parkway, Rochester, NY 14615.

W I T N E S S E T H:

     WHEREAS, the Customer purchases and supplies all of the products used at the retail locations operated by Monro, all of which are identified on the attached Schedule A, which Schedule will be amended from time to time to reflect locations opened, acquired or closed by Monro during the term hereof (the “Monro Locations”);

     IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH IN THIS AGREEMENT, and other good, valuable and sufficient consideration, the receipt and adequacy of which are hereby acknowledged, VALVOLINE hereby agrees to sell and deliver, and CUSTOMER hereby agrees to purchase, receive and pay for, the Valvoline^® products described below for use at the Monro Locations on the following terms and conditions:

1. TERM. This Agreement shall be in effect for a term from April 1, 2006 through March 31, 2011. CUSTOMER expressly agrees that the consideration for this Agreement is independent of any other agreement between CUSTOMER and VALVOLINE. This Agreement shall remain in effect unless terminated pursuant to the provisions hereof regardless of the termination or expiration of any other agreement between CUSTOMER and VALVOLINE. For purposes of this Agreement, except as otherwise provided herein, a “year” shall be the period beginning on October 1 and ending the following September 30.

2. PRIOR AGREEMENTS, RIGHTS AND OBLIGATIONS. [This Section intentionally not used.]

3. PRODUCTS. VALVOLINE shall sell and deliver, and CUSTOMER shall purchase, pay and provide safe access for the delivery of the following VALVOLINE^® products (“Products”):

(i)	Valvoline® motor oils, greases and other lubricants;
(ii)	Valvoline® Professional Series products (as now or hereinafter constituted); and
(iii)	Valvoline® supplied oil and air filters.

Customer shall exclusively use and sell the Products at the Monro Locations and, in doing so, shall purchase, at a minimum, the following Products for the years October 1, 2006 to September 30, 2007, October 1, 2007 to September 30, 2008, October 1, 2008 to September 30, 2009, and October 1, 2009 to September 30, 2010: *** gallons of Valvoline oils and greases (*** points); *** units of Valvoline^® Professional Series products (*** points); and *** units of Valvoline^® oil and air filters (*** points). (For the period April 1, 2006 to September 30, 2006 and for the period October 1, 2010 to March 31, 2011, Customer shall purchase *** gallons of Valvoline oils and greases (*** points); *** units of Valvoline^® Professional Series products (*** points) and *** units of Valvoline^® oil and air filters (*** points). In the event Customer purchases at least *** gallons (or *** points) but less than *** gallons (or *** points) of Valvoline oils, greases and other lubricants in any year (defined for purposes of this provision as April 1^st through March 31^st) (the “Shortage Amount”), such Shortage Amount shall be carried forward and, together with the Shortage Amount from any other year shall be purchased by Customer within *** days following the term of this Agreement, at the price then-applicable to Customer as though the terms of Section 4 were still in effect during such additional *** day period. In calculating the aggregate amount of gallons to be purchased by Customer during such *** day period (the “Aggregate Shortage Amount”), as required by the preceding sentence, Customer shall receive a credit against the Aggregate Shortage Amount for purchases in any year in excess of *** gallons of Valvoline oils, greases and other lubricants.

4. PRICE/PAYMENT. For Products sold and delivered hereunder, CUSTOMER shall pay VALVOLINE’s applicable prices. Prices are subject to change upon written notice to CUSTOMER and such notice shall be delivered to CUSTOMER at least *** in

23

advance, however, any future price adjustments shall generally allow CUSTOMER to remain competitive with comparable products sold by CUSTOMER’s competitors. Specifically, any price adjustments to the Products made under the terms of this Agreement will be limited to those implemented by VALVOLINE across its then-existing customers. CUSTOMER is responsible for payment of all applicable taxes, fees and other government-imposed charges, whether or not included in such prices. If compliance with law prevents VALVOLINE from charging or CUSTOMER from paying the price provided in this Agreement, any resulting failure to perform shall be excused pursuant to Section 6 hereof. Each delivery hereunder shall be considered a separate sale.

5. PRODUCT IDENTIFICATION. VALVOLINE shall have the right at any time to change or discontinue use of any trademark, service mark, grade designation, trade dress, trade name or other indication of source of origin (“Marks”) under which the Products are sold. If VALVOLINE discontinues the use of any Mark which the CUSTOMER, in its sole discretion, deems as being detrimental to its on-going business, the CUSTOMER shall have the right to terminate this Agreement under the conditions outlined below. CUSTOMER shall use its best efforts to maintain the quality, good name and reputation of VALVOLINE and the Products. Only the Products shall be stored or sold using any equipment or container which bears the Marks. VALVOLINE grants to CUSTOMER a license to use the Marks only to identify the Products, and store and advertise the Products. CUSTOMER shall not alter in composition, co-mingle with products from other sources, or otherwise adulterate the Products. CUSTOMER shall not bring or cause to be brought any proceedings, either administrative or judicial in nature, contesting VALVOLINE’s ownership of rights to, or registrations of the Marks.

6. FORCE MAJEURE. The parties to this Agreement shall not be responsible for any delay or failure to perform under this Agreement (other than to make payments when due hereunder) if delayed or prevented from performing by act of God; transportation difficulty; strike or other industrial disturbance; any law, regulation, ruling, order or action of any governmental authority; any allocation or shortage of product, as determined by VALVOLINE in its sole discretion; or any other cause or causes beyond such party’s reasonable control whether similar or dissimilar to those stated above. It is specifically acknowledged that any amount of Product that VALVOLINE fails to provide to CUSTOMER pursuant to the terms of this Section will be credited towards this Agreement, including any calculation of minimum purchases required by CUSTOMER under Sections 3, 9 and 11.

7. COMPLIANCE WITH LAWS/TAXES. CUSTOMER shall, at its own expense, (i) comply with all applicable laws, regulations, rulings and orders, including without limitation those relating to taxation, workers’ compensation, and environmental protection; (ii) obtain all necessary licenses and permits for the purchase and sale of the Products; and (iii) pay directly, or reimburse VALVOLINE on demand if paid by VALVOLINE, all taxes, inspection fees, import fees, and other governmental charges imposed upon this Agreement, the Products, or on the sale, purchase, handling, storage, advertising, distribution, resale or use of the Products.

8. VALVOLINE’S RIGHT TO INSPECT. VALVOLINE, or its authorized agents, shall have the right, but not the obligation, to inspect CUSTOMER’s premises, sample, monitor or test any motor oil, grease or filter offered for sale, and to inspect or test any tank, line, pump, dispenser, or other operating equipment, including without limitation equipment owned by Customer, used at CUSTOMER’s premises bearing the Marks, or being represented to contain the Products, at any time during business hours.

9. TERMINATION; REMEDIES. This Agreement may be terminated only by mutual consent of the parties in writing or if any one or more of the following events occur during the term of this Agreement:

(i)	by VALVOLINE if CUSTOMER defaults in the performance of or breaches any provision of Section 5 of this Agreement and fails to cure such default within fifteen (15) days;
(ii)	by VALVOLINE if CUSTOMER’s calendar quarter purchases are less than *** gallons of VALVOLINE oils, greases and other lubricants, *** units of Valvoline® Professional Series products and *** units of Valvoline® oil and air filters;
(iii)	by VALVOLINE or CUSTOMER, as the case may be, if any payment due hereunder is unpaid when due and remains unresolved for thirty (30) days after written notice from VALVOLINE to CUSTOMER or CUSTOMER to VALVOLINE, as the case may be;
(iv)	by either party if the other party materially defaults in the performance of or breaches any other provision of this Agreement and does not cure the same within thirty (30) days after notice of such default or breach;
(v)	by either party if, with respect to the other party, any proceeding in bankruptcy is filed, or any order for relief in bankruptcy is issued, by or against either party, or if a receiver for either party or the Premises is appointed in any suit or proceeding brought by or against either party, or if there is an assignment by either party for the benefit of that party’s creditor(s);
(vi)	by CUSTOMER if VALVOLINE is acquired, either directly or indirectly, through the sale of assets, merger, or

24

otherwise; or

(vii) by VALVOLINE if the CUSTOMER is acquired, either directly or indirectly, through the sale of assets, merger, or otherwise.

     Nothing contained herein shall be deemed to limit or otherwise restrict any right, power, or remedy of either party. All rights, powers, and remedies shall be cumulative and concurrent and the exercise of one or more rights, powers or remedies existing under this Agreement or now or hereafter existing at law or in equity, shall not preclude the subsequent exercise by either party of any other right, power or remedy.

     In the event that a change of control of VALVOLINE shall result in a party, person or corporate entity controlling a majority share of VALVOLINE and such party, person or corporate entity shall be a citizen of, or based in, a country which is, or becomes, listed on the United States of America’s Department of State’s Office of Defense Trade Control’s Embargo Reference Chart, the CUSTOMER shall have the immediate right to terminate this agreement without penalty, assessment of liquidated damages or prior notification.

10. NOTICE. Any written notice required or permitted to be given under this Agreement shall be sufficient for all purposes hereunder if in writing and personally delivered or sent by any means providing for return receipt to the address provided for the party in question in the heading of this Agreement. Any party may change the mailing address or other information provided for it in the heading hereof by written notice given in accordance with this Section 10.

11. PROMOTIONAL AND MARKETING SUPPORT.

     (i) In consideration of continuing as the exclusive supplier to the CUSTOMER, Valvoline agrees to provide an immediate, initial credit to CUSTOMER in the amount of ***.

     (ii) In further consideration of continuing as the exclusive supplier to the CUSTOMER, VALVOLINE agrees to provide a credit of *** per Point to CUSTOMER for each point of Products purchased by CUSTOMER from VALVOLINE (the “Point Credit”) during each calendar quarter of this Agreement. As used herein, the term “Point” or “Points” shall mean the number value assigned to each unit of Product as set forth on Schedule B. To qualify and receive the Point Credit provided herein, the CUSTOMER shall purchase during the calendar quarter a minimum of *** Points.

     Notwithstanding anything to the contrary contained herein but subject to the terms of Section 6 hereof, in the event CUSTOMER does not purchase the minimum Points required in a calendar quarter, then CUSTOMER shall not be entitled to, and shall not receive, the Point Credit for that quarter unless total Points purchased during the following quarter together with that quarter total a minimum of *** Points.

     (iii) In consideration of continuing as the exclusive supplier to the CUSTOMER, VALVOLINE agrees to provide a bonus credit (the “Loyalty Bonus Credit”) calculated for the periods October 1, 2006 to September 30, 2007, October 1, 2007 to September 30, 2008, October 1, 2008 to September 30, 2009 and October 1, 2009 to September 30, 2010, as ***. To receive this Loyalty Bonus Credit, CUSTOMER must have achieved at least 90% of its Points commitment in the Annual Plan for that year. (as defined in Section 26). For the period from April 1, 2006 to September 30, 2006, the Loyalty Bonus Credit shall be *** and shall be paid only if Customer purchases *** Points in the period from April 1, 2006 to September 30, 2006. For the period from October 1, 2010 to March 31, 2011, the Loyalty Bonus shall be *** and shall be paid only if Customer purchases *** Points in the period October 1, 2010 to March 31, 2011.

     (iv) VALVOLINE shall provide to CUSTOMER an annual growth bonus credit (the “Growth Credit”) for achieving annualized (October 1 to September 30) volume levels as follows:

***

***

***

***

***

25

***

***

***

***

***

***

     (v) VALVOLINE will provide motor-sports incentives to CUSTOMER, as outlined in Schedule C.

     (vi) VALVOLINE agrees to provide a credit (“BDF Credit”) of *** part of VALVOLINE’s program for Business Development Funds (“BDF”) for the period October 1, 2006 to September 30, 2007, October 1, 2007 to September 30, 2008, October 1, 2008 to September 30, 2009, October 1, 2009 to September 30, 2010. For the period from April 1, 2006 to September 30, 2006 and the period October 1, 2010 to March 31, 2011 the BDF Credit shall be ***.

     (vii) For the period October 1, 2006 to September 30, 2007, October 1, 2007 to September 30, 2008, October 1, 2008 to September 30, 2009 and October 1, 2009 to September 30, 2010, VALVOLINE agrees to provide annually a credit (“IIF Credit”) to CUSTOMER of *** part of VALVOLINE’s program for Installer Incentive Funds (“IIF”). For the period October 1, 2010 to March 31, 2011, the IIF Credit shall be ***.

     (viii) VALVOLINE shall directly pay to entities servicing oil storage and dispensing equipment at Monro Locations (the “Service Provider”) an amount of up to *** (the “Repair Credit”), for the cost to CUSTOMER of repairing oil storage and dispensing equipment at the Monro Locations. This amount will be determined by reference to the annual time period of April 1 to March 31. To receive the Repair Credit, CUSTOMER must have the Service Provider submit to VALVOLINE reasonable evidence of the costs and expenses incurred in making repairs, maintaining or replacing the oil storage and dispensing equipment at the Monro Locations. Should the costs and expenses of the repairs/maintenance/replacement of oil equipment be less than *** for the year (April 1 – March 31), the Repair Credit shall be reduced to the actual amount of the repairs/maintenance/replacement in that year (April 1 – March 31) and documented to VALVOLINE.

     (ix) VALVOLINE shall provide funding, redemption and other support for the CUSTOMER to promote a consumer mail-in rebate offer of *** each calendar year at CUSTOMER’s discretion, except during VALVOLINE’s national promotional periods. In conjunction with this effort, CUSTOMER shall have the right to participate in other consumer rebate promotions offered by VALVOLINE and VALVOLINE will provide funding, redemption and other support as necessary for those promotions.

12. PAYMENT OF CREDITS. The credits listed in Section 11 shall be provided as follows:

     (i) The credit listed in Section 11(i) shall be made available within fifteen (15) days after execution of this Agreement.

     (ii) The Point Credit earned pursuant to Section 11(ii) shall be provided within forty-five (45) days after the end of the calendar quarter.

     (iii) The Loyalty Bonus Credit earned pursuant to Section 11(iii) shall be provided on or about October 30 each year except that any payment due for the period for October 1, 2010 to March 31, 2011, the payment shall be made on or about April 30.

     (iv) The Growth Credit earned pursuant to Section 11(iv) shall be provided on or about October 30 each year except that any payment due for the period for October 1, 2010 to March 31, 2011, the payment shall be made on or about April 30.

     (v) The BDF Credit earned pursuant to Section 11(vi) shall be provided on or about October 30 each year except that any payment due for the period for October 1, 2010 to March 31, 2011, the payment shall be made on or about April 30.

     (vi) The IIF Credit earned pursuant to Section 11(vii) shall be provided on or about October 30 each year except that any payment due for the period for October 1, 2010 to March 31, 2011, the payment shall be made on or about April 30.

     (vii) The Repair Credit earned pursuant to Section 11(viii) shall be paid within a reasonable time after submission of

26

appropriate receipts from the Service Provider.

     All of the foregoing credits shall be issued in the form of a credit memo delivered to the CUSTOMER. With respect to any credit memo issued by VALVOLINE under this Agreement, CUSTOMER must use such credit memo(s) within three months of their respective issuances against then existing balances owed to VALVOLINE or the credit memo(s) shall be void and have no effect.

13. FREIGHT. VALVOLINE agrees to deliver product to the CUSTOMER at up to five (5) warehouse destinations, freight prepaid, FOB the CUSTOMER’s receipt address for regular stock orders meeting prepaid shipment minimums. Freight will be prepaid on orders of 300 units or more. For orders less than 300 units, freight will be added to the bottom of the invoice. VALVOLINE agrees to allow the CUSTOMER to transport orders from the VALVOLINE’s designated shipping/receiving point. If CUSTOMER shall transport from VALVOLINE, VALVOLINE will issue a credit to the CUSTOMER equaling the prevailing freight charge of the VALVOLINE’s preferred motor carrier.

14. TURN TIME. Except for events of force majure contemplated by Section 6, all orders will be shipped within five (5) working days from receipt of order.

15. STOCK ADJUSTMENT. Annual obsolescence stock return for filter product will be allowed in the amount of *** of the previous year’s purchases. No handling charge will be assessed for goods in salable condition. Salable condition is defined as packaging that is clean and free of all pricing stickers, marks, scratches, and in good physical condition.

16. PRODUCT DEFECT/WARRANTY.

A.	VALVOLINE shall not be liable for any filter warranty claims by CUSTOMER or others. CUSTOMER agrees to handle and dispose of any warranty claim relating to any Product without cost to, or involvement of, VALVOLINE. In recognition of CUSTOMER’s willingness to handle, in this manner, all warranty claims relating to the Products, VALVOLINE will extend to CUSTOMER a credit in the amount of *** (the “Warranty Credit”) every October 1st during the term hereof.
B.	Notwithstanding Section 16.A, in the event of a filter product recall or production problem resulting in a “batch” or “lot” of product defects on a particular Product, CUSTOMER may return such Product for replacement products.
C.	The remedies set forth in Sections 16.A and B is CUSTOMER’s exclusive remedy with respect to filter warranty claims on the Products.

17. ETHICAL BUSINESS PRACTICE. Through an adherence to the provisions of Monro Muffler’s “Code of Ethics” and the “Business Responsibilities of an Ashland Employee”, all employees of Customer and Valvoline, respectively, are required to maintain the highest standards of honesty, integrity and trustworthiness. As such, both parties’ affirm that they will conduct themselves, with respect to this Agreement, in accordance with these applicable standards.

18. PRODUCT CATALOGS. SUPPLIER agrees to provide complete and accurate filter catalog information to CUSTOMER. All electronic data must be supplied in the then current format specified by the Automotive Aftermarket Industry Association (“AAIA”).

A.	Electronic information providing filter coverage for a minimum of 95% of all vehicles serviced by CUSTOMER during the current and preceding twenty (20) years;
B.	Electronic information will be updated at least semi-annually, and provided in its entirety;
C.	Corrections of identified erroneous electronic information will be provided monthly;
D.	Electronic information will provide the correct part information for the specific vehicle application, without regard to CUSTOMER’S decision to stock such part; and

     E. VALVOLINE shall provide, upon release of same, a quantity of each catalog, specification guide or other such media, in an amount sufficient to supply each location operated or managed by CUSTOMER.

     Failure to provide catalog information as outlined above will result in CUSTOMER obtaining the electronic information and/or print catalog editions in a manner most expeditious and beneficial to CUSTOMER. VALVOLINE agrees to reimburse CUSTOMER for any and all costs associated with having to obtain catalog information from alternate source(s), not to exceed *** annually.

19. LIQUIDATED DAMAGES. In the event that this Agreement is terminated by CUSTOMER without cause, by VALVOLINE due to default by CUSTOMER, or other applicable reasons outlined in Section 9 above (except 9 (vi)), CUSTOMER shall pay to VALVOLINE as liquidated damages (and not as a penalty) an amount as outlined below. The entire amount of such

27

liquidated damages shall be paid to VALVOLINE within thirty (30) days of the effective date of the termination of this Agreement. The sum of the liquidated damages shall be calculated at the rate of *** for each full calendar month remaining in this Agreement after termination. The parties agree that the damages contemplated herein are the only ones to which VALVOLINE may be entitled upon termination of this Agreement. Additionally, CUSTOMER shall pay VALVOLINE *** in the event that CUSTOMER discontinues purchasing before completing *** months of this agreement. This will be in addition to the liquidated damages.

20. INDEPENDENT CONTRACTOR. The business conducted by CUSTOMER at CUSTOMER’s premises shall be the independent business of CUSTOMER, and the entire control and direction of the activities of such business shall be and remain with CUSTOMER. CUSTOMER shall not be the employee or agent of VALVOLINE, and CUSTOMER shall make no representation to the contrary.

21. TIME OF THE ESSENCE/WAIVER. In performing all obligations under this Agreement, time is of the essence. The failure of any party hereto to exercise any right such party may have with respect to breach of any provision of this Agreement shall not impair or be deemed a waiver of such party’s rights with respect to any continuing or subsequent breach of the same or any other provision of this Agreement.

22. EXECUTION AND ACCEPTANCE. This Agreement or any modification hereof shall not be binding upon VALVOLINE until it has been duly accepted by VALVOLINE, as evidenced by the signature of one of VALVOLINE’s authorized officers or representatives in VALVOLINE’s Lexington, Kentucky offices, with an executed counterpart delivered to CUSTOMER. Commencement of business between the parties prior to such acceptance, signature and delivery of a counterpart shall not be construed as a waiver by VALVOLINE of this condition.

23 ENTIRETY OF CONTRACT. This writing is intended by the parties as the final, complete and exclusive statement of the terms, conditions and specifications of their agreement and is intended to supersede all previous oral or written agreements and understandings between the parties relating to its specific subject matter. No employee or agent of VALVOLINE has authority to make any statement, representation, promise or agreement not contained in this Agreement. No prior stipulation, agreement, understanding or course of dealing between the parties or their agents with respect to the subject matter of this Agreement shall be valid or enforceable unless embodied in this Agreement. No amendment, modification or waiver of any provision of this Agreement shall be valid or enforceable unless in writing and signed by all parties to this Agreement. This Agreement shall supersede, and shall not be modified or amended in any way by the terms of, any purchase order which may be issued by CUSTOMER for the purchase of product hereunder.

24. SEVERABILITY. If any provision of this Agreement or the application of any such provision to any person or circumstance is held invalid, the application of such provision to any other person or circumstance and the remainder of this Agreement will not be affected thereby and will remain in full effect.

25. GOVERNING LAW. THIS AGREEMENT HAS BEEN DELIVERED AND ACCEPTED AND SHALL BE DEEMED TO HAVE BEEN MADE AT LEXINGTON, KENTUCKY. Any dispute, claim or controversy arising out of or related to this Agreement (or any of the Agreements attached hereto as exhibits) or breach, termination or validity thereof, may be, by mutual consent of the parties, settled by arbitration conducted expeditiously in accordance with the commercial Arbitration Rules of the American Arbitration Association (“AAA”). Within ten (10) business days of the filing of arbitration, the parties shall select a sole independent and impartial arbitrator in accordance with such Rules. If the parties mutually agree to arbitration, but are unable to agree upon an arbitrator within such period, the AAA will appoint an arbitrator on the eleventh (11^th) day, which arbitrator shall be experienced in commercial matters. The arbitrator will issue findings of fact and conclusions of law to support his/her opinion and is not empowered to award damages in excess of compensatory damages. The place of arbitration shall be Lexington, Kentucky. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Notwithstanding any of the foregoing, either party may seek remedies through the courts, including, without limitation, injunctive relief, prior and without prejudice to arbitration in accordance with this provision. THE PARTIES HEREBY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING DIRECTLY OR INDIRECTLY HEREUNDER.

     Notwithstanding anything contained in this Agreement, Valvoline shall not be liable in any arbitration, litigation or other proceeding for anything other than actual, compensatory damages.

26. ANNUAL PLAN. On or before September 15 each year this Agreement is in effect, CUSTOMER shall submit to VALVOLINE its annual plan. In no event shall the Annual Plan provide for CUSTOMER to purchase less than *** of the prior year Annual Plan.

28

27. RENEWABILITY. This Agreement has an established term and shall not automatically renew upon its expiration. If mutually desired, the Parties agree to terminate this agreement and replace it with another Agreement prior to the expiration of the established term of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have set their hands as of the date first written above.

Monro Service Corporation	The Valvoline Company, a Division of Ashland, Inc.
By:	By:
Print Name:	Print Name:
Title:	Title:

29

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Robert G. Gross, President and Chief Executive Officer, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Monro Muffler Brake, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2006

/s/ Robert G. Gross  

Robert G. Gross

President and Chief Executive Officer 

30

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Catherine D’Amico, Executive Vice President – Finance and Chief Financial Officer, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Monro Muffler Brake, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2006

/s/ Catherine D’Amico  

Catherine D’Amico 

Executive Vice President – Finance and
Chief Financial Officer 

31

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

Pursuant to, and solely for purposes of, 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002), each of the undersigned hereby certifies in the capacity and on the date indicated below that:

     1. The Quarterly Report of Monro Muffler Brake, Inc. (“Monro”) on Form 10-Q for the period ended September 23, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Monro.

/s/ Robert G. Gross	Dated: November 2, 2006
Robert G. Gross
Chief Executive Officer
/s/ Catherine D’Amico	Dated: November 2, 2006
Catherine D’Amico
Chief Financial Officer

32