Edgar Filing: MONRO MUFFLER BRAKE INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SOLOMON PETER J

2. Issuer Name and Ticker or Trading Symbol
MONRO MUFFLER BRAKE INC [MNRO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O PETER J SOLOMON COMPANY, 520 MADISON AVENUE, 29TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2005

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								425,085 ⁽¹⁾	D
Common Stock	05/23/2005	05/23/2005	S		7,300	D	$ 26	894,641 ⁽²⁾	I	Trustee ⁽³⁾
Common Stock	05/23/2005	05/23/2005	S		100	D	$ 26.01	894,541 ⁽²⁾	I	Trustee ⁽³⁾
Common Stock	05/23/2005	05/23/2005	S		2,087	D	$ 26.05	892,454 ⁽²⁾	I	Trustee ⁽³⁾
Common Stock	05/23/2005	05/23/2005	S		526	D	$ 26.1	891,928 ⁽²⁾	I	Trustee ⁽³⁾
Common Stock	05/24/2005	05/24/2005	S		300	D	$ 26.38	891,628 ⁽²⁾	I	Trustee ⁽³⁾
Common Stock	05/24/2005	05/24/2005	S		300	D	$ 26.395	891,328 ⁽²⁾	I	Trustee ⁽³⁾
Common Stock	05/24/2005	05/24/2005	S		300	D	$ 26.5	891,028 ⁽²⁾	I	Trustee ⁽³⁾
Common Stock	05/24/2005	05/24/2005	S		900	D	$ 26.65	890,128 ⁽²⁾	I	Trustee ⁽³⁾
Common Stock	05/24/2005	05/24/2005	S		1,800	D	$ 26.7	888,328 ⁽²⁾	I	Trustee ⁽³⁾
Common Stock	05/24/2005	05/24/2005	S		900	D	$ 26.71	887,428 ⁽²⁾	I	Trustee ⁽³⁾
Common Stock	05/24/2005	05/24/2005	S		300	D	$ 26.725	887,128 ⁽²⁾	I	Trustee ⁽³⁾
Common Stock	05/24/2005	05/24/2005	S		1,200	D	$ 26.75	885,928 ⁽²⁾	I	Trustee ⁽³⁾
Common Stock	05/24/2005	05/24/2005	S		1,147	D	$ 26.77	884,781 ⁽²⁾	I	Trustee ⁽³⁾
Common Stock	05/24/2005	05/24/2005	S		53	D	$ 26.78	884,728 ⁽²⁾	I	Trustee ⁽³⁾
Common Stock	05/24/2005	05/24/2005	S		600	D	$ 26.85	884,128 ⁽²⁾	I	Trustee ⁽³⁾
Common Stock	05/24/2005	05/24/2005	S		600	D	$ 26.95	883,528 ⁽²⁾	I	Trustee ⁽³⁾
Common Stock	05/24/2005	05/24/2005	S		4,500	D	$ 27.05	879,028 ⁽²⁾	I	Trustee ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SOLOMON PETER J C/O PETER J SOLOMON COMPANY 520 MADISON AVENUE, 29TH FLOOR NEW YORK, NY 10022	X	X

Signatures

/s/ Peter J. Solomon By Maureen E. Mulholland as POA for Peter J. Solomon		05/25/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 20,000 shares of Class C Preferred Stock of the Issuer, presently convertible into 207,900 shares of Common Stock of the Issuer, and also includes options to purchase 41,027 shares of Common Stock of the Issuer, granted pursuant to the Issuer's Non-Employee Directors' Stock Option Plans, which are exercisable within 60 days.
(2)	Includes 45,000 shares of Class C Preferred Stock of the Issuer, presently convertible into 467,775 shares of Common Stock of the Issuer.
(3)	Such shares of Common Stock of the Issuer are held by three trusts, each for the benefit of one of Mr. Solomon's three children. Mr. Solomon is a trustee of such trusts and, accordingly, may be deemed to have a beneficial interest therein. Beneficial ownership reported on this Form 4 does not include shares of Common Stock of the Issuer held by charitable foundations of which Mr. Solomon is a trustee. Mr. Solomon expressly disclaims beneficial ownership of securities held by such trusts and charitable foundations, and this report shall not be deemed an admission that Mr. Solomon is the beneficial owner of such securities.

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