Registration No. 333-78085
                                                               filed pursuant to
                                                                  Rule 414(b)(3)

Prospectus




                               CINTAS CORPORATION

                        7,500,000 Shares of Common Stock



     We are  offering  shares of our Common  Stock to be issued in exchange  for
assets, businesses or securities.


                            Common Stock Information

                      Nasdaq National Market Symbol - CTAS
                    Closing Price on June 28, 1999 - $63-1/16


     This  Investment  Involves  a High  Degree  of  Risk.  See  "Risk  Factors"
Beginning on Page 4.

     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.





                                  June 29, 1999






                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information  with the SEC. Our SEC filings are  available to the public over the
internet at the SEC's web site at http://www.sec.gov. 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.

     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 following documents:

     -    Our Annual Report on Form 10-K for the year ended May 31, 1998.

     -    Our Quarterly  Reports on Form 10-Q for the quarters  ended August 31,
          1998, November 30, 1998 and February 28, 1999.

     -    Our Forms 8-K filed on June 1, 1998,  January 14, 1999, April 7, 1999,
          May 7, 1999 and June 17, 1999.

     -    The description of the our Common Stock contained in the  Registration
          Statement on Form 8-A, File No.  0-11399,  filed under the  Securities
          Exchange Act of 1934.

     -    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  all of the
          shares have been issued.

     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,   weather
conditions,   or  those   conditions   discussed   in   connection   with   each
forward-looking  statement 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 along with the documents incorporated by reference
where forward looking information is discussed.





                                   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.

                                  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 has 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.



                                 USE OF PROCEEDS

     This Prospectus relates to Common Stock that may be offered and issued from
time to  time  on the  completion  of  acquisitions  of  assets,  businesses  or
securities. There will be no cash proceeds to the Company from these offerings.

                              PLAN OF DISTRIBUTION

     Common  Stock  issued  under  this  prospectus  may be issued in mergers or
consolidations,  in exchange for shares of capital stock,  partnership interests
or other assets  representing  an interest in other companies or other entities,
or in exchange for assets,  including  assets  constituting all or substantially
all of the assets and  businesses of such  companies or entities.  The terms of,
including the consideration for, such acquisitions  generally will be determined
by negotiations  between Cintas'  representatives  and the owners or controlling
persons of the businesses or assets to be acquired.  The  consideration  paid to
such owners or controlling  persons may include  consideration other than, or in
addition to,  Common Stock.  Such  acquisitions  generally  will not involve the
payment of underwriting fees or discounts, except that finders' fees may be paid
at times.  The  Company  may lease  property  from,  and enter into  employment,
management or consulting  agreements and  non-competition  agreements  with, the
former owners and key personnel of the  businesses or assets be acquired.  It is
anticipated  that Common Stock issued in  connection  with any such  acquisition
will be valued at a price  reasonably  related to the market value of the Common
Stock at or about the time the terms of the  acquisition  are agreed upon, or at
or about the time of the closing of the transaction.

                                     RESALES

     The shares of Common Stock issued under this  Prospectus in connection with
the  acquisition  by the Company on the  completion of  acquisitions  of assets,
businesses or securities  have been  registered  under the Securities  Act. Such
shares may be traded freely without  restriction by those  shareholders  who are
not deemed to be "affiliates" of the acquired business,  as that term is defined
in the rules under the Securities Act.

     Shares of  Common  Stock by those  persons  deemed  to be  "affiliates"  of
acquired businesses may be resold without  registration under the Securities Act
as permitted by Rule 145  promulgated  under the  Securities Act or as otherwise
permitted under the Securities Act. Certain affiliates ("Selling  Shareholders")
may be permitted in writing by Cintas to use this  prospectus  to offer and sell
shares of Common  Stock  pursuant to the  Registration  Statement  of which this
prospectus is a part.

     Selling Shareholders may offer and sell shares of Common Stock from time to
time in ordinary  brokerage  transactions  on the Nasdaq  National Market or any
other principal securities exchange on which the shares of Common Stock are then
trading at the prices  prevailing  at the time of such sales.  From time to time
the Selling  Shareholders  may engage in short sales, or short sales against the
box, of the shares of Common Stock,  however,  Selling  Shareholders will not be
authorized  to use this  prospectus  for any  offer or sale of  shares of Common
Stock  without  first  providing  prior notice to and  obtaining  the consent of
Cintas.




     Brokers  executing  orders are expected to charge normal  commissions.  Any
such  broker  may be deemed  to be an  underwriter  within  the  meaning  of the
Securities Act, and any commissions earned by such broker may be deemed to be an
underwriter within the meaning of the Securities Act, and any commissions earned
by such broker may be deemed to be underwriting  discounts and commissions under
such Act.

     The Company will pay all  expenses of  registration  and of  preparing  and
reproducing  this  prospectus,  but will not receive any part of the proceeds of
the  sale of any  shares  of  Common  Stock  by  Selling  Shareholders.  Selling
Shareholders  will  pay  all  brokerage   commissions  and  other  expenses.  In
connection with the sales, Selling Shareholders may be deemed to be underwriters
within the meaning of the Securities Act. Any profits  realized on sales by such
persons may be regarded as underwriting compensation.

     A supplement or amendment to this  prospectus,  if required,  will be filed
with the Commission under the Securities Act that discloses certain  information
relating to certain resales.

                          DESCRIPTION OF CAPITAL STOCK

     The authorized  capital stock of the Company consists of 300,000,000 shares
of Common Stock and 100,000 shares of Preferred Stock. The following description
is a summary and is subject to, and qualified in its entirety by, the provisions
of the Company's Restated Articles of Incorporation,  as amended, Bylaws, and by
the provisions of applicable law.

Common Stock

     Holders of Common Stock are entitled to receive  dividends as may from time
to time be declared by the Board of  Directors  out of funds  legally  available
therefor,  subject to any preferential  dividend rights of any outstanding class
or series of Preferred  Stock, and to one vote per share on all matters on which
the holders of Common Stock are  entitled to vote.  Such holders do not have any
cumulative voting rights or preemptive,  conversion,  redemption or sinking fund
rights. In the event of a liquidation, dissolution or winding up of the Company,
holders  of Common  Stock are  entitled  to share  equally  and  ratable  in the
Company's assets, if any,  remaining after the payment of all liabilities of the
Company and the  liquidation  preference of any  outstanding  class or series of
Preferred Stock.  The outstanding  shares of Common Stock are, and the shares of
Common Stock  offered  hereby will be, when issued and paid for,  fully paid and
nonassessable. The rights, preferences and privileges of holders of Common Stock
are subject to, and may be  adversely  affected by, the rights of the holders of
shares of any  series  of  Preferred  Stock  that the  Company  may issue in the
future.




Preferred Stock

     The  Company's  Board of Directors has the authority to issue up to 100,000
shares of Preferred  Stock in one or more series and to fix the number of shares
constituting  any such  series and the  preferences,  limitations  and  relative
rights,  including  dividend  rights,  dividend rate,  voting  rights,  terms of
redemption,  redemption  price or  prices,  conversion  rights  and  liquidation
preferences of the shares  constituting any series,  without any further vote or
action by the  Company's  shareholders.  The issuance of Preferred  Stock by the
Board of Directors could adversely affect the rights of holders of Common Stock.
The  potential  issuance  of  Preferred  Stock may have the effect of  delaying,
deferring or preventing a change in control of the Company,  may discourage bids
for the Common  Stock at a premium over the market price of the Common Stock and
may adversely affect the market price of, and the voting and other rights of the
holders  of, the Common  Stock.  The  Company  has no current  plan to issue any
Preferred Stock.

Restrictions on Change in Control

     The laws of Washington, where Cintas is incorporated,  and Cintas' Articles
of Incorporation  and Bylaws contain several  provisions which could be viewed a
deterrents to a takeover of Cintas. Many of these provisions,  however, preserve
the  authority  of the Board of Directors  to waive the  provisions  and thereby
strengthen  the ability of the Board of Directors to  negotiate  with  potential
acquirers of the Company.

     Washington law prohibits Cintas, with certain exceptions,  from engaging in
any "significant  business  transaction" with a person or group of persons which
has  acquired  10% or more of the voting  securities  of Cintas  (an  "Acquiring
Person") for five years after such  acquisition  unless the  transaction or such
acquisition  is  approved  by a  majority  of  Cintas'  Directors  prior  to the
acquisition.  Significant business transactions include, among others, a merger,
share exchange or consolidation  with,  disposition of assets to, or issuance or
redemption of stock to or from, the Acquiring Person, or a  reclassification  of
securities  that has the effect of  increasing  the  proportionate  share of the
outstanding securities held by the Acquiring Person. After the five-year period,
a significant  business  transaction  may take place if it complies with certain
fair price provisions of the statute.

     The Articles provide that no business  combination may be effected with any
entity  which is the  beneficial  owner of 15% or more of the  Company's  voting
securities for a period of five years  following the date that such  shareholder
became the 15% owner of such securities, unless approved by the affirmative vote
of the holders of  outstanding  voting  securities  of the  Company  entitled to
exercise  two-thirds  of the  combined  voting  power of the  Company and by the
affirmative vote of two-thirds of the voting  securities  beneficially  owned by
disinterested shareholders.  These provisions are not applicable if the business
combination  is approved by a majority of directors  who are not  associates  or
affiliates of such a 15% owner.





The Articles

     The Articles also provide that  directors may be removed only for cause and
by the  affirmative  vote of the holders of two-thirds of the shares entitled to
vote.  The Articles  also require that any person who acquires  more than 15% of
Cintas' voting  securities  without prior director approval to offer to purchase
all outstanding  shares. The offer price must be the higher of the highest price
paid by that  person,  adjusted  for a control  premium,  or the highest  recent
market price.

     Under  Cintas'  Bylaws  the  calling of a special  meeting of  shareholders
requires 50% of all outstanding shares. In order for any matter to be considered
properly brought before a meeting,  shareholders must comply with advance notice
requirements of the Bylaws.

                                  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 that
participate  in matters  relating to 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 for
the year ended May 31, 1998, have been audited by Ernst & Young LLP, independent
auditors,  as set forth in their report  thereon  incorporated  by reference and
included therein, respectively, and incorporated herein by reference in reliance
upon such report, given upon the authority of such firm as experts in accounting
and auditing.