As  filed   with  the  Securities  and   Exchange  Commission  on
November 28, 1994.
                                   Registration No. 33-__________
                                                              

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                                                  

                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
                                                  

  Incorporated       CINTAS CORPORATION        I.R.S. Employer
  Under the Laws   6800 CINTAS BOULEVARD    Identification No.
  of Washington   CINCINNATI, OHIO  45262       31-1188630
                          (513) 459-1200
                                                  

                      CINTAS PARTNERS' PLAN
                                                  

                      Gary P. Kreider, Esq.
                   Keating, Muething & Klekamp
                      One East Fourth Street
                     Cincinnati, Ohio  45202
                          (513) 579-6411
                  (Agent for Service of Process)

                 CALCULATION OF REGISTRATION FEE
                                                               
                                     Proposed       Proposed
                                     Maximum        Maximum
     Title of          Amount        Offering      Aggregate       Amount of
    Securities         To Be          Price         Offering     Registration
 To Be Registered    Registered     Per Share        Price            Fee


   Common Stock,      300,000*       $34.75**    $10,425,000**   $3,595.00***
   No par value*       Shares
                                                             

  *  This  Registration  Statement is  filed  for  up to  300,000
     shares  of  Common Stock  issuable  pursuant  to the  Cintas
     Partners' Plan (the "Plan").  In addition, this Registration
     Statement also  covers an indeterminate amount  of interests
     offered or sold pursuant to the Plan.

 **  Estimated  solely for  purposes of  calculating registration
     fee.

***  Registration fee has been calculated pursuant to Rule 457(h)
     based  on the  average of  the high  and low  prices  of the
     Common  Stock   quoted  on   The  NASDAQ  Stock   Market  on
     November 22, 1994 of $34.75 per share.

<PAGE>

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The  following documents  filed by  Cintas  Corporation (the
"Company" or  the "Registrant") with the  Securities and Exchange
Commission are incorporated  herein by reference and  made a part
hereof:

     1.   The Company's Annual Report on Form 10-K for the fiscal
          year ended May 31, 1994.

     2.   The  Company's Quarterly  Report on  Form 10-Q  for the
          quarter ended August 31, 1994.

     3.   The description of the Company's Common Stock contained
          in a Registration Statement on  Form 8-A, SEC File  No.
          0-11399, registering the  Company's Common Stock  under
          Section  12 of  the  Securities Exchange  Act of  1934,
          which  describes   the   class  of   securities   being
          registered hereunder.

     All reports  and other  documents subsequently filed  by the
Company pursuant to  Section 13(a),  13(c), 14 and  15(d) of  the
Securities Exchange Act  of 1934, prior to the filing  of a post-
effective amendment which indicates that all Common Stock offered
has  been  sold  or  which  deregisters  all  Common  Stock  then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to  be a part hereof from  the
date of filing such documents.


Item 4.   Description of Securities

     Not Applicable.


Item 5.   Interests of Named Experts and Counsel

     The  legality of  the  Common Stock  offered hereby  will be
passed  upon for the Company by Keating, Muething & Klekamp, 1800
Provident Tower, One East  Fourth Street, Cincinnati, Ohio 45202.
Donald P.  Klekamp, a Director  of the Company,  is a  partner of
Keating,  Muething & Klekamp.   Attorneys of  Keating, Muething &
Klekamp own 162,267 shares of the Company's Common Stock.


<PAGE>

Item 6.   Indemnification of Directors and Officers

     Washington  Business  Corporation  Act, Section  23A.08.025,
allows indemnification  by the Registrant  to any person  made or
threatened to  be made a party  to any proceedings,  other than a
proceeding by or in the right of the Registrant, by reason of the
fact that he is or was  a director, officer, employee or agent of
the Registrant, against expenses, including judgments  and fines,
if he acted in good faith and in a manner  reasonably believed to
be in or not opposed to the best interests of the Registrant and,
with respect to criminal  actions, in which he had  no reasonable
cause  to  believe  that  his  conduct  was  unlawful.    Similar
provisions  apply to actions  brought by or  in the  right of the
Registrant,  except  that no  indemnification  shall  be made  in
proceedings  in which the person  shall have been  adjudged to be
liable to the  Corporation.  Indemnifications are to be made by a
majority vote  of  a quorum  of  disinterested directors  or  the
written opinion of independent counsel or by the shareholders.

     Article  V  of   the  Registrant's  By-Laws  provides   that
indemnification shall be extended to any of the persons described
above to  the full extent  permitted by  the Washington  Business
Corporation Act.


Item 7.   Exemption from Registration Claimed

     Not Applicable.


Item 8.   Exhibits

     See the Index to Exhibits included herewith at page 7.


Item 9.   Undertakings

     9.1  The  undersigned Registrant  hereby undertakes  to file
during any  period in  which offers  or sales  are being  made, a
post-effective  amendment to  this Registration Statement  (i) to
include  any  prospectus  required  by Section  10(a)(3)  of  the
Securities Act of  1933, (ii)  to reflect in  the prospectus  any
facts  or  events  arising  after  the  effective  date  of  this
Registration   Statement  (or  the   most  recent  post-effective
amendment  thereof)  which,  individually  or  in  the aggregate,
represent a  fundamental change in  the information set  forth in
this  Registration Statement  and (iii)  to include  any material
information  with  respect  to   the  plan  of  distribution  not
previously  disclosed   in  the  Registration  Statement  or  any
material   change  to  such   information  in   the  Registration
Statement;  provided, however, that (i)  and (ii) shall not apply
if the information required to be included in a post-effective 

<PAGE>

amendment  is   contained  in  periodic  reports   filed  by  the
Registrant  pursuant  to  Section  13  or Section  15(d)  of  the
Securities  Exchange  Act  of   1934  that  are  incorporated  by
reference in this Registration Statement.

     9.2  The  undersigned Registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be
a new  Registration Statement relating to  the securities offered
therein, and the offering  of such securities at that  time shall
be deemed to be the initial bona fide offering thereof.

     9.3  The undersigned Registrant  hereby undertakes to remove
from registration by  means of a post-effective amendment  any of
the  securities  being  registered  which remain  unsold  at  the
termination of the offering.

     9.4  The  undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing  of the Registrant's annual  report pursuant to
Section  13(a) or Section 15(d) of the Securities Exchange Act of
1934  that  is  incorporated  by reference  in  the  Registration
Statement  shall be  deemed to  be  a new  registration statement
relating  to the securities offered  therein, and the offering of
such securities at  that time shall  be deemed to be  the initial
bona fide offering thereof.

     9.5  Insofar  as  indemnification  for  liabilities  arising
under the Securities Act  of 1933 may be permitted  to directors,
officers and  controlling persons  of the Registrant  pursuant to
the foregoing  provisions, or otherwise, the  Registrant has been
advised  that  in the  opinion  of  the  Securities and  Exchange
Commission such  indemnification  is  against  public  policy  as
expressed  in the Act and  is, therefore, unenforceable.   In the
event that  a claim for indemnification  against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
Registrant  in the  successful defense  of any  action, suit,  or
proceeding) is asserted by  such director, officer or controlling
person in  connection with  the securities being  registered, the
Registrant  will, unless in the opinion of its counsel the matter
has been settled by  controlling precedent, submit to a  court of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is  against public policy  as expressed in
the Act  and will be governed  by the final adjudication  of such
issue.

<PAGE>

                            SIGNATURES

     Pursuant to the requirements of  the Securities Act of 1933,
the  Registrant  certifies  that  it has  reasonable  grounds  to
believe that  it meets all of the requirements for filing on Form
S-8  and has duly caused this Registration Statement to be signed
on its behalf  by the undersigned, thereunto  duly authorized, in
Cincinnati, Ohio, on November 28, 1994.


                                   CINTAS CORPORATION


                                   By:/s/Richard T. Farmer      
                                      Richard T. Farmer, Chairman
                                      of the Board and Chief
                                      Executive Officer

     Pursuant to the requirements of the Securities  Act of 1933,
this  Registration Statement  has  been signed  by the  following
persons  in the  capacities  and on  the  dates indicated.    The
persons  whose names are marked with an asterisk (*) below hereby
designate Richard T. Farmer or Robert J. Kohlhepp as Attorney-In-
Fact  to  sign  all  amendments,   including  any  post-effective
amendments, to this Registration Statement.

 Signature                Capacity            Date


 /s/Richard T. Farmer     Chairman of the     November 28, 1994
 Richard T. Farmer        Board and Chief
                          Executive Officer
                          (Principal Execu-
                          tive Officer)

 /s/Robert J. Kohlhepp    President, Secre-   November 28, 1994
 Robert J. Kohlhepp       tary and Director


 /s/Gerald V. Dirvin      Director            November 28, 1994
 Gerald V. Dirvin*


 /s/James J. Gardner      Director            November 28, 1994
 James J. Gardner*

 /s/Roger L. Howe         Director            November 28, 1994
 Roger L. Howe*


                          Director            November 28, 1994
 <PAGE>


 /s/John S. Lillard     
 John S. Lillard*

 /s/Scott D. Farmer       Vice President,     November 28, 1994
 Scott D. Farmer*         Director


 /s/David T. Jeanmougin   Senior Vice Presi-  November 28, 1994
 David T. Jeanmougin      dent-Finance (Prin-
                          cipal Financial
                          Officer and Princi-
                          pal Accounting
                          Officer)

                          EXHIBIT INDEX

  Exhibit No.   Description                          Page

      4.1       Cintas Partners' Plan                  *
      4.2       First Amendment to Cintas       Filed herewith
                Partners' Plan
      4.3       Second Amendment to Cintas      Filed herewith
                Partners' Plan
      4.4       Cintas Partners' Plan Trust     Filed herewith
                (The Fifth Third Bank)
      4.5       First Amendment to Cintas       Filed herewith
                Partners' Plan Trust (The
                Fifth Third Bank)
      4.6       Cintas Partners' Plan Trust     Filed herewith
                (Scudder Trust Company)
       5        Opinion of Keating, Muething    Filed herewith
                & Klekamp
     23.1       Consent of Ernst & Young        Filed herewith
     23.2       Consent of Keating, Muething      Included in
                & Klekamp                          Exhibit 5
      24        Power of Attorney (included     Filed herewith
                on signature page)


     *Incorporated by reference to the Registrant's Form 10-
     K for the fiscal year ended May 31, 1994.





   215059.1
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13034}]
{"company-data": {"conformed-name": "CINTAS CORP", "cik": "0000723254", "assigned-sic": "2320", "irs-number": "311188630", "state-of-incorporation": "WA", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56623", "film-number": "94562192"}, "business-address": {"street1": "6800 CINTAS BLVD", "street2": "P O BOX 625737", "city": "CINCINNATI", "state": "OH", "zip": "45262", "phone": "5134591200"}, "mail-address": {"street1": "6800 CINTAS BOULEVARD", "street2": "P O BOX 625737", "city": "CINCINNATI", "state": "OH", "zip": "45262"}}
As  filed   with  the  Securities  and   Exchange  Commission  on
November 28, 1994.
                                   Registration No. 33-__________
                                                              

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                                                  

                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
                                                  

  Incorporated       CINTAS CORPORATION        I.R.S. Employer
  Under the Laws   6800 CINTAS BOULEVARD    Identification No.
  of Washington   CINCINNATI, OHIO  45262       31-1188630
                          (513) 459-1200
                                                  

                      CINTAS PARTNERS' PLAN
                                                  

                      Gary P. Kreider, Esq.
                   Keating, Muething & Klekamp
                      One East Fourth Street
                     Cincinnati, Ohio  45202
                          (513) 579-6411
                  (Agent for Service of Process)

                 CALCULATION OF REGISTRATION FEE
                                                               
                                     Proposed       Proposed
                                     Maximum        Maximum
     Title of          Amount        Offering      Aggregate       Amount of
    Securities         To Be          Price         Offering     Registration
 To Be Registered    Registered     Per Share        Price            Fee

   Common Stock,      300,000*       $34.75**    $10,425,000**   $3,595.00***
   No par value*       Shares
                                                             

  *  This  Registration  Statement is  filed  for  up to  300,000
     shares  of  Common Stock  issuable  pursuant  to the  Cintas
     Partners' Plan (the "Plan").  In addition, this Registration
     Statement also  covers an indeterminate amount  of interests
     offered or sold pursuant to the Plan.

 **  Estimated  solely for  purposes of  calculating registration
     fee.

***  Registration fee has been calculated pursuant to Rule 457(h)
     based  on the  average of  the high  and low  prices  of the
     Common  Stock   quoted  on   The  NASDAQ  Stock   Market  on
     November 22, 1994 of $34.75 per share.
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The  following documents  filed by  Cintas  Corporation (the
"Company" or  the "Registrant") with the  Securities and Exchange
Commission are incorporated  herein by reference and  made a part
hereof:

     1.   The Company's Annual Report on Form 10-K for the fiscal
          year ended May 31, 1994.

     2.   The  Company's Quarterly  Report on  Form 10-Q  for the
          quarter ended August 31, 1994.

     3.   The description of the Company's Common Stock contained
          in a Registration Statement on  Form 8-A, SEC File  No.
          0-11399, registering the  Company's Common Stock  under
          Section  12 of  the  Securities Exchange  Act of  1934,
          which  describes   the   class  of   securities   being
          registered hereunder.

     All reports  and other  documents subsequently filed  by the
Company pursuant to  Section 13(a),  13(c), 14 and  15(d) of  the
Securities Exchange Act  of 1934, prior to the filing  of a post-
effective amendment which indicates that all Common Stock offered
has  been  sold  or  which  deregisters  all  Common  Stock  then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to  be a part hereof from  the
date of filing such documents.

Item 4.   Description of Securities

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel

     The  legality of  the  Common Stock  offered hereby  will be
passed  upon for the Company by Keating, Muething & Klekamp, 1800
Provident Tower, One East  Fourth Street, Cincinnati, Ohio 45202.
Donald P.  Klekamp, a Director  of the Company,  is a  partner of
Keating,  Muething & Klekamp.   Attorneys of  Keating, Muething &
Klekamp own 162,267 shares of the Company's Common Stock.
Item 6.   Indemnification of Directors and Officers

     Washington  Business  Corporation  Act, Section  23A.08.025,
allows indemnification  by the Registrant  to any person  made or
threatened to  be made a party  to any proceedings,  other than a
proceeding by or in the right of the Registrant, by reason of the
fact that he is or was  a director, officer, employee or agent of
the Registrant, against expenses, including judgments  and fines,
if he acted in good faith and in a manner  reasonably believed to
be in or not opposed to the best interests of the Registrant and,
with respect to criminal  actions, in which he had  no reasonable
cause  to  believe  that  his  conduct  was  unlawful.    Similar
provisions  apply to actions  brought by or  in the  right of the
Registrant,  except  that no  indemnification  shall  be made  in
proceedings  in which the person  shall have been  adjudged to be
liable to the  Corporation.  Indemnifications are to be made by a
majority vote  of  a quorum  of  disinterested directors  or  the
written opinion of independent counsel or by the shareholders.

     Article  V  of   the  Registrant's  By-Laws  provides   that
indemnification shall be extended to any of the persons described
above to  the full extent  permitted by  the Washington  Business
Corporation Act.

Item 7.   Exemption from Registration Claimed

     Not Applicable.

Item 8.   Exhibits

     See the Index to Exhibits included herewith at page 7.

Item 9.   Undertakings

     9.1  The  undersigned Registrant  hereby undertakes  to file
during any  period in  which offers  or sales  are being  made, a
post-effective  amendment to  this Registration Statement  (i) to
include  any  prospectus  required  by Section  10(a)(3)  of  the
Securities Act of  1933, (ii)  to reflect in  the prospectus  any
facts  or  events  arising  after  the  effective  date  of  this
Registration   Statement  (or  the   most  recent  post-effective
amendment  thereof)  which,  individually  or  in  the aggregate,
represent a  fundamental change in  the information set  forth in
this  Registration Statement  and (iii)  to include  any material
information  with  respect  to   the  plan  of  distribution  not
previously  disclosed   in  the  Registration  Statement  or  any
material   change  to  such   information  in   the  Registration
Statement;  provided, however, that (i)  and (ii) shall not apply
if the information required to be included in a post-effective
amendment  is   contained  in  periodic  reports   filed  by  the
Registrant  pursuant  to  Section  13  or Section  15(d)  of  the
Securities  Exchange  Act  of   1934  that  are  incorporated  by
reference in this Registration Statement.

     9.2  The  undersigned Registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be
a new  Registration Statement relating to  the securities offered
therein, and the offering  of such securities at that  time shall
be deemed to be the initial bona fide offering thereof.

     9.3  The undersigned Registrant  hereby undertakes to remove
from registration by  means of a post-effective amendment  any of
the  securities  being  registered  which remain  unsold  at  the
termination of the offering.

     9.4  The  undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing  of the Registrant's annual  report pursuant to
Section  13(a) or Section 15(d) of the Securities Exchange Act of
1934  that  is  incorporated  by reference  in  the  Registration
Statement  shall be  deemed to  be  a new  registration statement
relating  to the securities offered  therein, and the offering of
such securities at  that time shall  be deemed to be  the initial
bona fide offering thereof.

     9.5  Insofar  as  indemnification  for  liabilities  arising
under the Securities Act  of 1933 may be permitted  to directors,
officers and  controlling persons  of the Registrant  pursuant to
the foregoing  provisions, or otherwise, the  Registrant has been
advised  that  in the  opinion  of  the  Securities and  Exchange
Commission such  indemnification  is  against  public  policy  as
expressed  in the Act and  is, therefore, unenforceable.   In the
event that  a claim for indemnification  against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
Registrant  in the  successful defense  of any  action, suit,  or
proceeding) is asserted by  such director, officer or controlling
person in  connection with  the securities being  registered, the
Registrant  will, unless in the opinion of its counsel the matter
has been settled by  controlling precedent, submit to a  court of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is  against public policy  as expressed in
the Act  and will be governed  by the final adjudication  of such
issue.
SIGNATURES

     Pursuant to the requirements of  the Securities Act of 1933,
the  Registrant  certifies  that  it has  reasonable  grounds  to
believe that  it meets all of the requirements for filing on Form
S-8  and has duly caused this Registration Statement to be signed
on its behalf  by the undersigned, thereunto  duly authorized, in
Cincinnati, Ohio, on November 28, 1994.

                                   CINTAS CORPORATION

                                   By:/s/Richard T. Farmer      
                                      Richard T. Farmer, Chairman
                                      of the Board and Chief
                                      Executive Officer

     Pursuant to the requirements of the Securities  Act of 1933,
this  Registration Statement  has  been signed  by the  following
persons  in the  capacities  and on  the  dates indicated.    The
persons  whose names are marked with an asterisk (*) below hereby
designate Richard T. Farmer or Robert J. Kohlhepp as Attorney-In-
Fact  to  sign  all  amendments,   including  any  post-effective
amendments, to this Registration Statement.

 Signature                Capacity            Date

 /s/Richard T. Farmer     Chairman of the     November 28, 1994
 Richard T. Farmer        Board and Chief
                          Executive Officer
                          (Principal Execu-
                          tive Officer)

 /s/Robert J. Kohlhepp    President, Secre-   November 28, 1994
 Robert J. Kohlhepp       tary and Director

 /s/Gerald V. Dirvin      Director            November 28, 1994
 Gerald V. Dirvin*

 /s/James J. Gardner      Director            November 28, 1994
 James J. Gardner*

 /s/Roger L. Howe         Director            November 28, 1994
 Roger L. Howe*

                          Director            November 28, 1994
/s/John S. Lillard     
 John S. Lillard*

 /s/Scott D. Farmer       Vice President,     November 28, 1994
 Scott D. Farmer*         Director

 /s/David T. Jeanmougin   Senior Vice Presi-  November 28, 1994
 David T. Jeanmougin      dent-Finance (Prin-
                          cipal Financial
                          Officer and Princi-
                          pal Accounting
                          Officer)

                          EXHIBIT INDEX

  Exhibit No.   Description                          Page

      4.1       Cintas Partners' Plan                  *
      4.2       First Amendment to Cintas       Filed herewith
                Partners' Plan
      4.3       Second Amendment to Cintas      Filed herewith
                Partners' Plan
      4.4       Cintas Partners' Plan Trust     Filed herewith
                (The Fifth Third Bank)
      4.5       First Amendment to Cintas       Filed herewith
                Partners' Plan Trust (The
                Fifth Third Bank)
      4.6       Cintas Partners' Plan Trust     Filed herewith
                (Scudder Trust Company)
       5        Opinion of Keating, Muething    Filed herewith
                & Klekamp
     23.1       Consent of Ernst & Young        Filed herewith
     23.2       Consent of Keating, Muething      Included in
                & Klekamp                          Exhibit 5
      24        Power of Attorney (included     Filed herewith
                on signature page)

     *Incorporated by reference to the Registrant's Form 10-
     K for the fiscal year ended May 31, 1994.

   215059.1