Registration No.
                                                                    333-78057
                                                               filed pursuant to
                                                                 Rule 424(b)(3)

                               CINTAS CORPORATION

                          32,221 shares of Common Stock


         The shareholders of Cintas Corporation described below are offering and
selling 32,221 shares of Cintas Common Stock.

         The Selling Shareholders obtained their shares of Cintas stock on April
14, 1999 in exchange for White Swan Uniform Rentals, Incorporated.

         The Selling Shareholders may offer their Cintas stock through public or
private  transactions,  on or off the United  States  exchanges,  at  prevailing
market prices, or at privately negotiated prices.

         Cintas stock is traded on the Nasdaq  National  Market under the symbol
"CTAS." On July 7, 1999, the
closing price of one share of Cintas stock on the Nasdaq National Market was
$66-5/8.
                    ----------------------------------------

         The shares of Cintas Common Stock offered  pursuant to this  Prospectus
involve a high degree of risk. See "Risk Factors" beginning at page 3.

                    ----------------------------------------

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved these  securities,  or determined if this
Prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

                    ----------------------------------------

                  The date of this Prospectus is July 9, 1999.







                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other  information with the SEC. You may also read and copy any document we file
at the SEC's public reference rooms in Washington,  D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference rooms. Our SEC filings are available to the public over
the internet at the SEC's web site at http://www.sec.gov.

         The SEC allows us to "incorporate by reference" the information we file
with  them.  This  Prospectus  incorporates  important  business  and  financial
information  about  Cintas  which is not  included  in or  delivered  with  this
Prospectus.  The  information  incorporated by reference is an important part of
this  prospectus,  and  information  that  we  file  later  with  the  SEC  will
automatically update and supersede this information. We incorporate by reference
the  Quarterly  Reports on Form 10-Q for the  quarters  ended  August 31,  1998,
November 30, 1998, and February 28, 1999, the Annual Report on Form 10-K for the
year ended May 31, 1998, the Forms 8-K filed on June 1, 1998,  January 14, 1999,
April 7,  1999 and June 17,  1999 and Form  8-K/A  filed on May 7,  1999 and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities  Exchange  Act of 1934 until we sell all of the  securities.  We also
incorporate  by reference our  Registration  Statement on Form 8-A, SEC File No.
0-11399, registering the Company's Common Stock under Section 12 of the Exchange
Act,  which  describes  the  class  of  securities   being  registered  by  this
Prospectus.

         You may obtain a copy of these filings  without  charge,  by writing or
telephoning us at the following address:
                                            David T. Jeanmougin
                                            Senior Vice President and Secretary
                                            Cintas Corporation
                                            6800 Cintas Boulevard
                                            Cincinnati, Ohio   45262
                                            (513) 459-1200

         You should rely only on the  information  incorporated  by reference or
provided in this prospectus.  We have not authorized  anyone else to provide you
with different  information.  We are not making an offer of these  securities in
any state  where the offer is not  permitted.  You should  not  assume  that the
information in this prospectus is accurate as of any date other than the date on
the front of those  documents.  If you would like to request  documents from us,
please  do so by five  business  days  before  you  have  to make an  investment
decision.

         This  Prospectus  and the  documents  "Incorporated  by  Reference"  as
discussed  under "Where You Can Find More  Information"  contain forward looking
statements within the meaning of federal  securities law. Such statements can be
identified  by the use of  forward-looking  terminology  such as "may,"  "will,"
"expect,"  "anticipate,"  "estimate,"  "continue" or other similar words.  These
statements  discuss  future  expectations,  contain  projections  of  results of
operations   or  of  financial   condition  or  state  other   "forward-looking"
information. Although management believes that the expectations reflected in its
forward-looking  statements  are  based on  reasonable  assumptions,  there  are
certain  factors  such  as  general  economic  conditions,   local  real  estate
conditions,  or weather  conditions that might cause a difference between actual
results   and  those   forward-looking   statements.   When   considering   such
forward-looking  statements,  you should keep in mind the risk factors and other
cautionary statements in this prospectus.

                                  RISK FACTORS

         An  investment  in the shares of Cintas Common Stock offered under this
Prospectus  involves a high  degree of risk.  The  following  risk  factors,  in
addition  to the  other  information  contained  in this  Prospectus,  should be
considered carefully in evaluating Cintas and its business.

Acquisitions

         From June 1, 1995 through the fiscal  quarter ended  February 28, 1999,
Cintas  issued  approximately  10,500,000  shares of its  common  stock and paid
approximately $55 million in cash in 126 acquisitions.  On March 24, 1999 Cintas
issued an additional 5,072,124 shares of its common stock in connection with its
acquisition of Unitog Company. As part of its growth strategy, Cintas intends to
continue to actively pursue additional  acquisition  opportunities.  In order to
achieve anticipated  benefits from these acquisitions,  Cintas must successfully
integrate  any  acquired  business  with its existing  operations,  and while it
believes it will be able to fully integrate these businesses into Cintas, it can
give no assurance  that it will be  successful  in this regard.  Cintas can also
give no assurance that it will be able to complete  future  acquisitions or that
all future  issuances of  securities in connection  with  acquisitions  will not
dilute the interests of its shareholders.  Further, Cintas can give no assurance
that it  will  be able to  successfully  integrate  and  profitably  manage  the
business of Unitog Company.

Competition

         Cintas'  customers in the uniform rental and sales  industry  primarily
choose  suppliers  based upon  quality of products,  service and price.  Leading
uniform  competitors include UniFirst  Corporation,  ARAMARK Corporation and G&K
Services,  Inc. In addition to Cintas'  traditional  uniform rental competitors,
Cintas  anticipates that future competition may be with businesses that focus on
selling uniforms and other related items. If existing or future competitors seek
to gain or retain  market  share by  reducing  prices in  reaction to the Unitog
Merger or otherwise,  Cintas may be required to lower  prices,  which would hurt
its operating results. Cintas competitors also generally compete with Cintas for
acquisition candidates, which can increase the price for acquisitions and reduce
the number of available acquisition candidates.

Economic Conditions

         National or regional  economic  slowdowns or certain industry  specific
slowdowns may hurt Cintas' business.  Events or conditions in a particular area,
such as adverse  weather and other factors,  could also hurt operating  results.
Furthermore,  increases  in  interest  rates may lead to a decline  in  economic
activity and adversely affect operating  results.  While Cintas does not believe
that its  exposure  is greater  than that of its  competitors,  Cintas  could be
adversely  affected by increases in the prices of fabric,  fuel, wages and other
components  of product  cost  unless it could  recover  such  increases  through
increases in the prices for its services and products.  Competitive  and general
economic  conditions  might limit the ability of Cintas and its  competitors  to
increase prices to cover such increases.

Environmental Regulation

         Various  federal,  state  and  local  laws  and  regulations  governing
hazardous wastes and other  substances  affect Cintas and its competitors in the
uniform rental industry. Specifically, industrial laundries use and must dispose
of detergent waste water and other residues. In the past, Cintas has settled, or
contributed to the  settlement  of,  actions or claims brought  against it which
relate to the disposal of hazardous  materials.  Cintas may have to pay material
amounts to compensate  for the  consequences  of disposals in the future.  Under
environmental laws, an owner or tenant of real estate may be required to pay the
costs of removing or remediating  certain hazardous or toxic substances  located
on or in or emanating  from property  whether or not the owner or tenant knew of
or was responsible for the presence of such hazardous or toxic substances. While
Cintas  regularly  engages in  environmental  due diligence in  connection  with
acquisitions,  Cintas  can give no  assurance  that  locations  that  have  been
acquired or leased have been operated in compliance with  environmental laws and
regulations during prior periods or that future uses or conditions will not make
Cintas liable under these laws or expose Cintas to third-party actions including
tort suits.

         In addition,  the federal Environmental  Protection Agency has recently
proposed  a  federal   environmental   regulatory  framework  which  applies  to
industrial  laundry  operations  and, if implemented as proposed,  would replace
local regulations, particularly in the area of waste water compliance. Scheduled
to take effect in 1999,  these  regulations,  if implemented as proposed,  would
require  Cintas to pay  substantial  amounts to be in  compliance,  which  would
increase  operating costs and capital  expenditures.  Cintas and other companies
have had  discussions  with the EPA regarding these proposed  regulations.  As a
result of these discussions, Cintas believes that the final regulations will not
be as extensive as the proposed regulations. To the extent, however, that Cintas
cannot  offset  new costs and  expenses  through  price  increases,  results  of
operations could decline.

Dependence on Senior Management; Ability to Attract and Retain Quality Personnel

         Cintas' success  depends in part on the skills,  experience and efforts
of senior management and certain other key employees. If, for any reason, one or
more senior  executives or key personnel  were not to remain active with Cintas,
results of  operations  could be hurt.  Future  success  also depends on Cintas'
ability to attract and retain  qualified  managers and  technical  and marketing
personnel, as well as sufficient numbers of hourly workers.  Although Cintas has
an excellent track record of attracting and retaining  quality people,  there is
competition  in the market for the services of such  qualified  personnel  and a
tight  market for  hourly  workers.  The  failure  to  attract  and retain  such
personnel or workers could hurt the results of operations.

Information Systems; Year 2000

         Cintas has made a substantial investment in its information systems and
intends to spend  significant  amounts on information  systems in the future. In
particular,  Cintas has evaluated the programming code in its existing  computer
and software systems as the Year 2000 approaches. The issue with respect to Year
2000 is whether systems will properly recognize date sensitive  information when
the  year  changes  to  2000.  Systems  that  do  not  properly  recognize  such
information  could generate  erroneous data or cause complete  system  failures.
Cintas has  completed  an  assessment  of all of its  software  systems  and has
determined  what changes need to be made so that Cintas'  computer  systems will
function properly with respect to dates in the Year 2000 and thereafter.  Cintas
does not expect that the total cost of those changes will be material,  and will
expense  the costs as  incurred.  Cintas  expended  most of its Year 2000  costs
during fiscal 1998,  and expects to expense the  remaining  costs in fiscal 1999
when all  changes  are  expected  to be  completed.  Cintas  is  contacting  key
suppliers to obtain  certification of their systems Year 2000 compliance.  After
Cintas  identifies  which  vendors may fail to become Year 2000  compliant  in a
timely  fashion,  Cintas will develop a strategy to minimize its risks which may
include   contingency  plans  such  as  alternative   suppliers  or  alternative
processes.  Although Cintas believes that the likelihood of the Year 2000 having
a material affect on its operations,  liquidity or financial position is remote,
there can be no such assurance that this will be the case.

                                   THE COMPANY

         Cintas is a leader in the  uniform  rental and sales  business  and has
particular expertise in designing,  planning and implementing corporate identity
uniform programs. The Company concentrates on uniform rental services and custom
uniform sales.  Cintas received 74% of its revenues for fiscal 1998 from uniform
rental services and non-uniform rental items, including dust mops, entrance mats
and wiping  cloths.  The balance of the  Company's  revenues  were  derived from
custom  uniform  sales,  the sale of first aid and safety  products,  consumable
cleanroom  supplies and sales of related items. The Company provides uniform and
related  rental  products and services  through a network of  approximately  200
rental  locations,  six  cleanroom  facilities  and seven  distribution  centers
located in various  parts of the United  States.  At its fourteen  manufacturing
facilities  the  Company  manufactures  a  substantial  portion  of the  uniform
trousers  and uniform  shirts  supplied to its  customers.  First aid and safety
products  are sold to  industrial  users either  directly  from Cintas or Cintas
subsidiaries or through independent distributors.

         During the past five years, Cintas has made several  acquisitions which
significantly affected the Company's revenues and net income. These acquisitions
were  completed  using  cash,   seller-financing,   Cintas  Common  Stock  or  a
combination of these methods. The Company intends to continue to expand, through
both  internal  growth,   including  the  establishment  of  operations  in  new
geographic  areas,  and by continuing  its  acquisition  program of both uniform
rental and sale companies and companies that engage in the sale and distribution
of first aid and safety products.

         Cintas was  incorporated  under the laws of the State of  Washington in
1986 and is the successor to a business begun in 1929. Its executive offices are
located at 6800 Cintas  Boulevard,  Mason,  Ohio 45040;  telephone  number (513)
459-1200.

                              SELLING SHAREHOLDERS

         The 32,221 shares offered pursuant to this Prospectus, all of which are
being offered for sale hereby,  are offered by the Selling  Shareholders  in the
denominations set forth below:

         Bonnie Darnell.....................................    10,633
         Gerald Gregory.....................................    10,633
         Dorothy Gregory....................................    10,955
                                                                ------
         Total..............................................    32,221

         On April 14, 1999,  Cintas  consummated  the  acquisition of White Swan
Uniform Rentals,  Incorporated.  The Selling Shareholders received the shares of
Cintas Common Stock described in this Prospectus in exchange for their shares in
White Swan Uniform Rentals, Incorporated.

          The Selling  Shareholders  own no other shares of Cintas  Common Stock
other than those offered under this Prospectus. If the Selling Shareholders sell
all of the shares offered under this Prospectus, they will not own any shares of
Cintas Common Stock.

         Shares   acquired  by  gift  from  the  shares  owned  by  the  Selling
Shareholders may also be sold pursuant to the Prospectus by any such donee. This
Prospectus may also be used by transferees, assignees, distributees and pledgees
of the Selling Shareholders.


                                 USE OF PROCEEDS

         Cintas will not receive any proceeds from the shares being sold in this
offering.

                              PLAN OF DISTRIBUTION

         The Company is  registering  the shares offered hereby on behalf of the
Selling  Shareholders.  The Company has been advised by the Selling Shareholders
that they may sell or  transfer  all or a portion of the shares  offered  hereby
from time to time to third parties directly or by or through  brokers,  dealers,
agents or underwriters, who may receive compensation in the form of underwriting
discounts,  concessions or commissions from the Selling Shareholders and/or from
purchasers  of the shares for whom they may act as agent.  However,  the Selling
Shareholders  have  advised  the  Company  that they have not  entered  into any
agreements,   understandings   or   arrangements   with  any   underwriters   or
broker-dealers  regarding  the  sale  of  their  securities,  nor  is  there  an
underwriter or coordinating  broker acting in connection with the proposed sales
or transfers of shares by the Selling Shareholders.  Such sales and transfers of
the shares may be effected from time to time in one or more  transactions on the
Nasdaq  National  Market,   in  the   over-the-counter   market,  in  negotiated
transactions or otherwise,  at a fixed price or prices, which may be changed, at
market prices  prevailing at the time of sale, at negotiated  prices, or without
consideration,  through put or call options transactions relating to the shares,
through  short sales of shares or a  combination  of such methods of sale, or by
any other legally available means.

         The  term,  "Selling  Shareholders"   includes  donees,   pledgees  and
assignees in interest selling shares from the named Selling  Shareholders  after
the date of this prospectus. Any or all of the shares may be sold or transferred
from time to time by the Selling  Shareholders  by means of (a) a block trade in
which the broker or dealer so engaged  will  attempt to sell the shares as agent
but may position  and resell a portion of the block as  principal to  facilitate
the transaction;  (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus;  (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(d) through the writing of options on the shares;  (e) pledges as  collateral to
secure  loans,  credit  or  other  financing  arrangements  and  any  subsequent
foreclosure, if any, thereunder; (f) gifts, donations and contributions; and (g)
any other  legally  available  means.  The aggregate net proceeds to the Selling
Shareholders  from the sale of the  shares  will be the  purchase  price of such
shares less any commissions.

         In order to comply  with the  securities  laws of  certain  states,  if
applicable,  the  shares  will  be  sold  in  such  jurisdictions  only  through
registered or licensed  brokers or dealers.  In addition,  in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.

         The  Selling   Shareholders  and  any  brokers,   dealers,   agents  or
underwriters that participate in the distribution of the shares may be deemed to
be "underwriters"  within the meaning of Section 2(11) of the Securities Act, in
which event any discounts, concessions and commissions received by such brokers,
dealers,  agents or  underwriters  and any  profit on the  resale of the  shares
purchased  by them may be deemed to be  underwriting  commissions  or  discounts
under the Securities Act.  Because the Selling  Shareholders may be deemed to be
"underwriters"  within the meaning of Section 2(11) of the  Securities  Act, the
Selling Shareholders will be subject to the prospectus delivery  requirements of
the  Securities  Act, which may include  delivery  through the facilities of the
Nasdaq  National  Market.  Additionally,  the  anti-manipulative  provisions  of
Regulation  M  promulgated  under  the  Exchange  Act may  apply to sales by the
Selling Shareholders in the market.

         No underwriter, broker, dealer or agent has been engaged by the Company
in connection with the distribution of the shares.

         Any shares covered by this  Prospectus  which qualify for sale pursuant
to Rule 144 under the  Securities  Act may be sold under  Rule 144  rather  than
pursuant to this Prospectus. There is no assurance that the Selling Shareholders
will sell any of the shares.  The Selling  Shareholders may transfer,  devise or
gift shares by other means not described herein.

         The Company will pay all of the expenses  incident to the  registration
of the shares,  other than underwriting  discounts and selling  commissions,  if
any.

         The Selling  Shareholders  may agree to indemnify any agent,  dealer or
broker-dealer  that  participates  in  transactions  involving  sales of  shares
against certain liabilities, including liabilities under the Securities Act.

         Upon the Company being  notified by the Selling  Shareholders  that any
material  arrangement has been entered into with a broker-dealer for the sale of
shares  through  a block  trade,  special  offering,  exchange  distribution  or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus  will be  filed,  if  required,  pursuant  to Rule  424(b)  under the
Securities  Act. The supplement  will disclose (i) the name of each such selling
shareholders  and of the  participating  broker-dealer(s),  (ii) the  number  of
shares  involved,  (iii) the price at which such shares  will be sold,  (iv) the
commissions  to be  paid or  discounts  or  concessions  to be  allowed  to such
broker-dealer(s),  where  applicable,  (v) that  such  broker-dealer(s)  did not
conduct any  investigation  to verify the information set out or incorporated by
reference in this prospectus and (vi) other facts material to the transaction. A
supplement  to this  prospectus  will be filed if the Company is notified by the
Selling  Shareholders  that a donee or  pledgee  intends  to sell  more than 500
shares.

                                  LEGAL MATTERS

         The legality of the Common Stock offered hereby will be passed upon for
Cintas by Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio, of which Donald
P.  Klekamp,  a Director  of the  Company,  is a  partner.  Members of that firm
participating  in  matters  connected  with the  issuance  of shares  under this
Prospectus beneficially own 174,488 shares of Cintas Common Stock.

                                     EXPERTS

         The   consolidated   financial   statements   of   Cintas   Corporation
incorporated by reference in Cintas Corporation's Annual Report on Form 10-K for
the  year  ended  May 31,  1998  and  the  supplemental  consolidated  financial
statements of Cintas Corporation included in Cintas Corporation's Current Report
on Form  8-K/A  filed May 7,  1999,  have  been  audited  by Ernst & Young  LLP,
independent  auditors,  as set forth in their reports  thereon  incorporated  by
reference  and  included  therein,  respectively,  and  incorporated  herein  by
reference in reliance upon such  reports,  given upon the authority of such firm
as experts in accounting and auditing.


                                  MISCELLANEOUS

         No  person  is  authorized  to give  any  information  or to  make  any
representations  other than those contained or incorporated by reference in this
Prospectus and, if given or made, such information or  representations  must not
be relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities other than the
registered  securities to which it relates or an offer to sell or a solicitation
of an offer to buy such securities in any  jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery  of  this   Prospectus  nor  any  sale  hereunder   shall,   under  any
circumstances,  create  any  implication  that  there  has been no change in the
affairs  of Cintas  since  the date  hereof  or that the  information  herein is
correct as of any time subsequent to its date.