<SUBMISSION>
<ACCESSION-NUMBER>0000892251-00-000177
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20000828
<EFFECTIVENESS-DATE>20000828
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CINTAS CORP
<CIK>0000723254
<ASSIGNED-SIC>2320
<IRS-NUMBER>311188630
<STATE-OF-INCORPORATION>WA
<FISCAL-YEAR-END>0531
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-44654
<FILM-NUMBER>711219
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>6800 CINTAS BLVD
<STREET2>P O BOX 625737
<CITY>CINCINNATI
<STATE>OH
<ZIP>45262
<PHONE>5134591200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>6800 CINTAS BOULEVARD
<STREET2>P O BOX 625737
<CITY>CINCINNATI
<STATE>OH
<ZIP>45262
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM S-8 REGISTRATION STATEMETN
<TEXT>

As filed with the Securities and Exchange Commission on August 28, 2000.
                                               * Registration No. 333-__________
-------------------------------------------------------------------------------
                       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 CORPORATION 1999 STOCK OPTION PLAN



                              Gary P. Kreider, Esq.
                       Keating, Muething & Klekamp, P.L.L.
                              1400 Provident Tower
                             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       9,000,000       $41.41*       $372,690,000*      $98,391**
                       Shares

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

*   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 Cintas  Common  Stock quoted on The Nasdaq
Stock Market on August 23, 2000 of $41.41 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 with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:

     1.   Cintas'  Annual  Report on Form 10-K for the fiscal year ended May 31,
          2000.

     2.   The description of Cintas Common Stock  contained in the  Registration
          Statement on Form 8-A, SEC File No. 0-11399, registering Cintas 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 Cintas 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
Cintas by Keating,  Muething & Klekamp,  P.L.L.,  1400 Provident Tower, One East
Fourth  Street,  Cincinnati,  Ohio 45202.  Donald P. Klekamp,  a Director of the
Company,  is a partner  of  Keating,  Muething & Klekamp,  P.L.L.  Attorneys  of
Keating,  Muething & Klekamp,  P.L.L.  participating in matters relating to this
registration statement own 174,488 shares of the Cintas 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

<PAGE>



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

     (All exhibits are filed with this Form S-8 unless otherwise indicated.)

     Exhibit 4.1     Cintas Corporation 1999 Stock Option Plan

     Exhibit 5       Opinion of Keating, Muething & Klekamp, P.L.L

     Exhibit 23.1    Consent of Ernst & Young LLP

     Exhibit 23.2    Consent of Keating, Muething & Klekamp, P.L.L. (included in
                     Exhibit 5)

     Exhibit 24      Power of Attorney (contained on the signature page)

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 to include any prospectus required by Section 10(a)(3) of
the  Securities  Act of 1933, 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 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.

<PAGE>


     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 August 28, 2000.


                               CINTAS CORPORATION


                               By:    /s/ Robert J. Kohlhepp
                                   -------------------------
                                    Robert J. Kohlhepp, 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 Robert J. Kohlhepp or William C. Gale, or
either  of them,  as  Attorney-In-Fact  to sign all  amendments,  including  any
post-effective amendments, to this Registration Statement.

       Signature                       Capacity                      Date
       ---------                       --------                      ----



--------------------------      Chairman of the Board            August __, 2000
Richard T. Farmer*              of Directors


  /s/ Robert J. Kohlhepp
--------------------------      Chief Executive Officer          August 28, 2000
Robert J. Kohlhepp*             and Director (Principal
                                Executive Officer)


  /s/ Scott D. Farmer
--------------------------      President, Chief Operating       August 28, 2000
Scott D. Farmer*                Officer and Director


--------------------------      Director                         August __, 2000
Gerald V. Dirvin*


  /s/ James J. Gardner
--------------------------      Director                         August 28, 2000
James J. Gardner*


  /s/ Roger L. Howe
--------------------------      Director                         August 28, 2000
Roger L. Howe*


  /s/ John S. Lillard
--------------------------      Director                         August 28, 2000
John S. Lillard*


--------------------------      Director                         August 28, 2000
Donald P. Klekamp*


  /s/ William C. Gale
--------------------------      Vice President of Finance        August 28, 2000
William C. Gale*                (Principal Financial
                                Officer and
                                Principal Accounting
                                Officer)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>1999 STOCK OPTION PLAN
<TEXT>

                                                                     EXHIBIT 4.1

                               CINTAS CORPORATION

                                      1999

                                Stock Option Plan



                                    ARTICLE 1

                                   OBJECTIVES

     Cintas Corporation has established this Stock Option Plan effective October
20, 1999,  as an incentive to attract,  retain and motivate  dedicated and loyal
employees of  outstanding  ability,  to stimulate the efforts of such persons in
meeting Cintas  Corporation's  objectives  and to encourage  ownership of Cintas
Corporation Common Stock by employees.

                                    ARTICLE 2

                                   DEFINITIONS

     2.1 For purposes of the Plan, the following terms shall have the definition
which is attributed to them, unless another definition is clearly indicated by a
particular usage and context.

          2.1.1  "Code" means the Internal Revenue Code of 1986.

          2.1.2  "Cintas" means Cintas Corporation  and any subsidiary of Cintas
                 Corporation,  as the term  "subsidiary"  is defined  in Section
                 424(f) of the Code.

          2.1.3  "Date of Exercise"  means the date on which Cintas has received
                 a written notice of exercise of an Option,  in such form  as is
                 acceptable  to the  Committee, and full payment of the purchase
                 price or a copy of irrevocable directions to a broker-dealer to
                 deliver the Option  Price to Cintas  pursuant  to  Section  7.2
                 hereof.

          2.1.4  "Date of Grant" means the date on which an Option is awarded.

          2.1.5  "Eligible Employee" means any individual who performs  services
                 for Cintas and is treated as an Employee for federal income tax
                 purposes.

          2.1.6  "Effective Date" means October 20, 1999.

          2.1.7  "Fair Market Value"  means the last sale price  reported on any
                 stock  exchange  or  over-the-counter  trading  system on which
                 Shares  are  trading  on a specified  date. If no sale has been
                 made on the specified  date,  the prices on the last  preceding
                 date  shall  be  used.   If the Shares are not so trading,  the


<PAGE>

                 average of  the  closing bid  and ask prices for a Share on the
                 specified  date or the  last  previous  date on  which  bid and
                 ask  prices  are available shall be utilized.

          2.1.8  "Incentive  Stock  Option" shall have the same meaning as given
                 to that term by Section 422 of the Code.

          2.1.9  "Nonqualified Stock Option" means any Option  granted under the
                 Plan which is not considered an Incentive Stock Option.

          2.1.10 "Option"  means the right to purchase a stated number of Shares
                 at a specified price.  The option may be granted to an Eligible
                 Employee subject to the  terms of this  Plan,  and  such  other
                 conditions and restrictions as the Committee deems appropriate.
                 Each Option shall  be  designated by the Committee to be either
                 an Incentive Stock Option or a Nonqualified Stock Option.

        2.1.11   "Option Price" means the purchase price per Share subject to an
                 Option and  shall  be  fixed by the Committee, but shall not be
                 less than 100% of the Fair Market  Value of a Share on the Date
                 of Grant.

       2.1.12    "Permanent  and  Total  Disability"  shall  mean  any medically
                 determinable  physical   or   mental  impairment  rendering  an
                 individual  unable  to  engage  in  any  substantial    gainful
                 activity,  which disability can be expected to  result in death
                 or which has lasted or can be expected to last for a continuous
                 period of not less than 12 months.

       2.1.13    "Plan" means this 1999 Option Plan as it may be amended.

       2.1.14    "Share" means one share of the Common Stock of Cintas.

                                    ARTICLE 3

                                 ADMINISTRATION

     3.1   The Plan shall be administered by a committee designated by the Board
of  Directors  of  Cintas.  The  Committee  shall  be  comprised  of two or more
directors each of whom shall be (i) a "Non-Employee Director" as defined in Rule
16b-3 of the  Securities  Exchange  Act of 1934 (the "Act") and (ii) an "outside
director"  to the  extent  required  by  Section  162(m)  of the Code  ("Section
162(m)"),  as such Rule and Section may be amended,  superseded  or  interpreted
hereafter.

     3.2   Except as specifically limited  by the  provisions  of the Plan,  the
Committee in its discretion shall have the authority to:

          3.2.1   Determine which Eligible Employees shall be granted Options;

<PAGE>


          3.2.2   Determine the number of Shares which  may be  subject  to each
                  Option;

          3.2.3   Determine the Option Price;

          3.2.4   Determine the term of each Option;

          3.2.5   Determine whether each  Option is an Incentive Stock Option or
                  Nonqualified Stock Option;

          3.2.6   Interpret the  provisions of the Plan and decide all questions
                  of fact arising in its application; and

          3.2.7   Prescribe such rules and procedures for Plan administration as
                  from time to time it may deem advisable.

     3.3  Any action, decision, interpretation or determination by the Committee
with respect to the  application or  administration  of this Plan shall be final
and  binding  upon all  persons,  and need not be  uniform  with  respect to its
determination  of  recipients,  amount,  timing,  form,  terms or  provisions of
Options.

     3.4   No member  of the  Committee  shall  be  liable  for  any  action  or
determination taken or made in good faith with respect to the Plan or any Option
granted  hereunder,  and to the extent  permitted by law,  all members  shall be
indemnified  by Cintas for any liability  and expenses  which may occur from any
claim or cause of action.

     3.5   The  Chief  Executive  Officer  may,  without  participation  by  the
Committee,  grant  options to purchase up to 2,000 shares per Eligible  Employee
per year to Eligible Employees who are not executive officers of the Company. In
exercising such authority,  the Chief Executive Officer shall have the authority
to:

          3.5.1   Determine which Eligible Employees shall be granted Options;

          3.5.2   Determine  the number of Shares  which may be subject to each
                  Option;

          3.5.3   Determine the Option Price;

          3.5.4   Determine the term of each Option; and

          3.5.5   Determine  whether each Option is an Incentive Stock Option or
                  Nonqualified Stock Option.

<PAGE>


                                    ARTICLE 4

                             SHARES SUBJECT TO PLAN

     4.1  The number of Shares that may be made subject to Options granted under
the  Plan  is  6,000,000.  Except  as  provided  in  Section 4.2,  upon lapse or
termination of any Option for any reason without being completely exercised, the
Shares which were subject to such Option may again be subject to other Options.

     4.2  The maximum  number of Shares  with  respect to which  options  may be
granted to any  employee  during each  fiscal  year of Cintas is 100,000.  If an
Option is canceled,  it continues  to be counted  against the maximum  number of
Shares  for  which  Options  may be  granted  to an  employee.  If an  Option is
repriced, the transaction is treated as a cancellation of the Option and a grant
of a new Option.

                                    ARTICLE 5

                               GRANTING OF OPTIONS

     The  Committee  may,  from time to time,  prior to October 19, 2009,  grant
Options to Eligible  Employees on such terms and conditions as the Committee may
determine. More than one Option may be granted to the same Eligible Employee.

                                    ARTICLE 6

                                TERMS OF OPTIONS

     6.1  Subject to specific provisions relating to Incentive Stock Options set
forth in Article 9 and as provided below, each Option shall be for a term of ten
years from the Date of Grant.  Each option may be exercised for up to 20% of the
total Shares  covered by the Option  commencing on the fifth  anniversary of the
Date of Grant with an additional  20% of the total Shares  covered by the Option
becoming  exercisable  on  each  succeeding  anniversary  until  the  Option  is
exercisable  to its full extent.  This right of exercise shall be cumulative and
shall be exercisable in whole or in part.

     The Committee,  at its sole discretion,  may permit  particular  holders of
Options to exercise an Option to a greater  extent than provided  herein and may
establish different exercise schedules and impose other conditions upon exercise
for any particular Option or group of Options.  The term of any Option shall not
be less  than one or more  than  ten  years  from  the  date of grant  and in no
circumstances  exercisable  during the first  twelve  months of the term of said
Option.

<PAGE>


     6.2  Nothing contained in this Plan or in any Option granted pursuant to it
shall  confer  upon any  employee  the right to  continue  in the  employ of the
Company or to  interfere  in any way with the right of the Company to  terminate
employment at any time.

     6.3  Nothing  contained  in this Plan or in any Option granted  pursuant to
it shall  confer upon any employee any right to continue in the employ of Cintas
or to interfere in any way with the right of Cintas to terminate  employment  at
anytime.  So long as a holder of an Option  shall  continue to be an employee of
Cintas,  the Option shall not be affected by any change of the employee*s duties
or position.

                                    ARTICLE 7

                               EXERCISE OF OPTIONS

     7.1  Any person entitled to exercise an Option in whole or in part,  may do
so by delivering a written notice of exercise to Cintas  Corporation,  Attention
Corporate  Secretary,  at its principal office. The written notice shall specify
the number of Shares for which an Option is being  exercised  and the grant date
of the option being  exercised and shall be  accompanied  by full payment of the
Option Price for the Shares being purchased and any withholding taxes.

     7.2  An  Option may also be  exercised by  delivering  a written  notice of
exercise to Cintas,  Attention Corporate  Secretary,  accompanied by irrevocable
instructions  to deliver  shares to a  broker-dealer  acceptable to Cintas and a
copy of  irrevocable  instructions  to the  broker-dealer  to deliver the Option
Price and any withholding taxes to Cintas.

                                    ARTICLE 8

                             PAYMENT OF OPTION PRICE

     In the sole discretion of the Committee, payment of the Option Price may be
made in cash,  by the tender of Shares which have been owned at least six months
and  which  have a Fair  Market  Value  equal  to the  purchase  price or by any
combination of cash and such Shares.

                                    ARTICLE 9

             INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS

     9.1  The  Committee in its discretion may designate whether an Option is to
be an Incentive Stock Option or a Nonqualified  Stock Option.  The Committee may
grant both an Incentive Stock Option and a Nonqualified Stock Option to the same
individual.  However,  where both an Incentive  Stock Option and a  Nonqualified
Stock Option are awarded at one time,  such Options shall be deemed to have been
awarded in separate grants,  shall be clearly  identified,  and in no event will
the  exercise  of one such Option  affect the right to  exercise  the other such
Option.

<PAGE>


     9.2  Any option designated  by the  Committee as an Incentive  Stock Option
will be subject to the general  provisions  applicable  to all  Options  granted
under the Plan plus the following specific provisions:

          9.2.1  At the time the  Incentive  Stock  Option  is  granted,  if the
                 Eligible  Employee  owns,   directly   or   indirectly,   stock
                 representing more than  10%  of (i) the  total  combined voting
                 power of all classes of stock of Cintas, or (ii) a  corporation
                 that owns 50% or more of the  total combined  voting  power  of
                 all classes of stock of Cintas, then:

                 9.2.1.1    The  Option  Price  must  equal at least 110% of the
                            Fair Market Value on the Date of Grant; and

                 9.2.1.2    The term  of  the Option  shall not be greater  than
                            five years from the Date of Grant.

          9.2.2  The aggregate  Fair  Market  Value of Shares (determined at the
                 Date of Grant) with respect to which  Incentive  Stock  Options
                 are exercisable  by  an  Eligible  Employee  for the first time
                 during any calendar  year under  this  Plan  or  any other plan
                 maintained  by Cintas shall not exceed $100,000.

     9.3   If any Option is not  granted,  exercised,  or held  pursuant  to the
provisions noted  immediately  above, it will be considered to be a Nonqualified
Stock  Option  to  the  extent  that  the  grant  is  in  conflict   with  these
restrictions.

                                   ARTICLE 10

                           TRANSFERABILITY OF OPTIONS

     During the  lifetime  of an  Eligible  Employee  to whom an Option has been
granted, such Option is not transferable  voluntarily or by operation of law and
may be exercised only by such individual. Upon the death of an Eligible Employee
to whom an  Option  has been  granted,  the  Option  may be  transferred  to the
beneficiaries  or heirs of the  holder  of the  Option by will or by the laws of
descent and distribution.

<PAGE>


                                   ARTICLE 11

                             TERMINATION OF OPTIONS

     11.1   An Option will terminate as follows:

          11.1.1    Upon exercise or expiration by its terms.

          11.1.2   Upon  termination of employment for reasons other than cause,
     the  then-exercisable  portion of any Option will terminate on the 60th day
     after the date of termination.  The portion not exercisable  will terminate
     on the date of termination of employment. For purposes of the Plan, a leave
     of absence approved by the Company shall not be deemed to be termination of
     employment.

          11.1.3   If an  Eligible  Employee  holding an Option  dies or becomes
     subject to Permanent and Total Disability while employed by the Company, or
     within sixty days after termination of employment for any reason other than
     cause,  or retires after age 50 through a plan of retirement  acceptable to
     the Company, then in each such case, such an Option may be exercised to the
     extent  exercisable  on the date of  termination  of employment at any time
     within one year after the date of such death,  occurrence  of Permanent and
     Total Disability or retirement.  The Option may be exercised by such person
     or that person*s estate or guardian, or by those persons to whom the Option
     may  have  been  transferred  by  will  or  by  the  laws  of  descent  and
     distribution.

          11.1.4    Options  shall   terminate   immediately  if  employment  is
     terminated  for cause.  Cause is defined as including,  but not limited to,
     theft of or  intentional  damage  to  Company  property,  excessive  use of
     alcohol,  the use of illegal  drugs,  the  commission of a criminal act, or
     willful violation of Cintas policy prohibiting  employees from disposing of
     Shares for  personal  gain based on  knowledge  of  Cintas*  activities  or
     results when such information is not available to the general public.

          11.1.5    If an Eligible Employee  holding an Option violates any term
     of any written  employment or noncompetition  agreement between the Company
     and the Eligible Employee,  all existing Options held by such Employee will
     terminate.  In addition,  if at the time of such violation the Employee has
     exercised  Options but has not received  certificates  for the Shares to be
     issued,  Cintas may void the Option and its  exercise.  Any such actions by
     Cintas  shall be in addition to any other  rights or remedies  available to
     Cintas in such circumstances.

     11.2    Except as  provided in  Articles 11 and 12 hereof, in no event will
     the continuation of the term of an Option beyond the date of termination of
     employment allow the grantee,  or his beneficiaries,  heirs or assigns,  to
     accrue additional rights under the Plan, or to purchase more Shares through
     the

<PAGE>


exercise of an Option than could have been purchased on the day that  employment
was terminated.  In addition,  notwithstanding  anything  contained  herein,  no
option may be exercised in any event after the  expiration of ten years from the
date of grant of such option.

     11.3    The  Committee,  in  its  discretion,  may  as  to  any  particular
outstanding  Nonqualified  Stock  Option or upon the  grant of any  Nonqualified
Stock Option,  establish  terms and  conditions  which are different  from those
otherwise  contained in this Article 11, by, without limitation,  providing that
upon termination of employment for any designated  reason,  vesting may occur in
whole or in part at such  time and that such  Option  may be  exercised  for any
period during the remaining term of the Option, not to exceed ten years from the
Date of Grant.

                                   ARTICLE 12

                     ADJUSTMENTS TO SHARES AND OPTION PRICE

     12.1   In the event of changes in the outstanding Common Stock of Cintas as
a result of stock dividends, stock splits,  reclassifications,  reorganizations,
redesignations,  mergers,  consolidations,  recapitalizations,  combinations  or
exchanges of Shares,  or other such changes,  the number and class of Shares for
all  purposes  covered  by the Plan and number and class of Shares and price per
Share for each  outstanding  Option  covered by the Plan shall be  appropriately
adjusted by the Committee.

     12.2   The Committee shall make appropriate adjustments in the Option Price
to  reflect  any   spin-off  of  assets,   extraordinary   dividends   or  other
distributions to shareholders.

     12.3    In the event of the  dissolution  or  liquidation  of Cintas or any
merger,  consolidation,  combination,  exchange  or other  transaction  in which
Cintas is not the surviving  corporation or in which the  outstanding  Shares of
Cintas are  converted  into  cash,  other  securities  or other  property,  each
outstanding  Option  shall  terminate as of a date fixed by the  Committee.  The
Committee  shall  give  not  less  than 20 days  written  notice  of the date of
expiration  to each holder of an Option.  Each such holder  shall have the right
during such period following notice to exercise the Option as to all or any part
of the Shares for which it is exercisable at the time of such notice.

     12.4   All outstanding Options shall become immediately exercisable in full
if a change in control of Cintas  occurs.  For  purposes  of this  Agreement,  a
"change  in  control  of  Cintas"  shall be deemed to have  occurred  if (a) any
"person",  as such term is used in  Sections  13(d) and 14(d) of the Act,  other
than (i) a trustee  or other  fiduciary  holding  securities  under an  employee
benefit  plan of  Cintas  or  (ii) a  member  of the  Farmer  Family  or a group
comprised solely of members of the Farmer Family becomes the "beneficial owner,"
as defined in Rule 13d-3 under the Act, directly or indirectly, of securities of
Cintas  representing  30% or more of the  combined  voting  power of Cintas then
outstanding securities;  or (b) during any period of one year (not including any
period  prior  to the  execution  of  this  Agreement),  individuals  who at the


<PAGE>


beginning of such period  constitute the Board of Directors and any new director
whose election by the Board or nomination  for election by Cintas*  Shareholders
was approved by a vote of at least  two-thirds (2/3) of the Directors then still
in office who either  were  Directors  at the  beginning  of the period or whose
election or nomination  for election was  previously so approved,  cease for any
reason to constitute a majority  thereof.  For purposes of this  provision,  the
term "Farmer Family" shall include Richard T. Farmer and Joyce E. Farmer,  their
respective lineal descendants,  spouses of their lineal descendants,  the estate
of any person falling within the scope of any of the preceding categories and an
inter vivos or testamentary trust whose beneficiaries  consist solely of persons
falling within the scope of any of the previous categories.

                                   ARTICLE 13

                                OPTION AGREEMENTS

     13.1   All Options  granted  under the Plan shall be evidenced by a written
agreement  in such form or forms as the  Committee  in its sole  discretion  may
determine.

     13.2   Each optionee,  by acceptance of an Option under this Plan, shall be
deemed to have consented to be bound, on the optionee*s own behalf and on behalf
of the optionee*s  heirs,  assigns and legal  representatives,  by all terms and
conditions of this Plan.

                                   ARTICLE 14

                       AMENDMENT OR DISCONTINUANCE OF PLAN

     14.1   The Board of Directors of Cintas may at any time amend,  suspend, or
discontinue  the Plan;  provided,  however,  that no  amendments by the Board of
Directors of Cintas  shall,  without  further  approval of the  shareholders  of
Cintas:

          14.1.1   Change the definition of Eligible Employees;

          14.1.2   Except as provided in Articles 4 and 12 hereof, increase  the
     number of Shares which may be subject to Options granted under the Plan; or
     increase the maximum  number of Shares with respect to which Options may be
     granted to any eligible Employee of Cintas during any fiscal year;

          14.1.3   Cause the Plan or any Option  granted  under the Plan to fail
     to meet the  conditions  for  exclusion  of  application  of the $1 million
     deduction limitation imposed by Section 162(m) of the Code; or

          14.1.4   Cause any Option granted as an Incentive Stock Option to fail
     to qualify as an "Incentive  Stock Option" as defined by Section 422 of the
     Code.

<PAGE>


     14.2   No  amendment  or  termination  of the Plan shall  impair any Option
granted under the Plan without the consent of the holder thereof.

     14.3    This Plan shall  continue  in effect  until the  expiration  of all
Options granted under the Plan unless terminated earlier in accordance with this
Article 14; provided, however, that it shall otherwise  terminate and no options
shall be granted ten years after the Effective Date.

                                   ARTICLE 15

                                 EFFECTIVE DATE

     This Plan shall become effective as of October 20, 1999.

                                   ARTICLE 16

                                  MISCELLANEOUS

     16.1    Nothing  contained in this Plan or in any action taken by the Board
of  Directors or  Shareholders  of Cintas  shall  constitute  the granting of an
Option.  An Option  shall be  granted  only at such time as a written  agreement
shall have been  executed  and  delivered  to the  respective  employee  and the
employee shall have executed such agreement respecting the Option in conformance
with the provisions of the Plan.

     16.2    Certificates for Shares purchased  through exercise of Options will
be issued on or about the 60th day after  exercise  of the  Option  and  payment
therefore as called for by the terms of the Option. Cintas shall not be required
to issue certificates to any person exercising Options more often than once each
quarter of each  fiscal  year.  No  persons  holding  an Option or  entitled  to
exercise an Option  granted  under this Plan shall have any rights or privileges
of a Shareholder of Cintas with respect to any Shares  issuable upon exercise of
such Option until  certificates  representing such Shares shall have been issued
and  delivered.  No Shares  shall be issued and  delivered  upon  exercise of an
Option unless and until Cintas, in the opinion of its counsel, has complied with
all applicable  registration  requirements of the Securities Act of 1933 and any
applicable state securities laws and with any applicable listing requirements of
any national  securities  exchange on which Cintas securities may then be listed
as well as any other requirements of law.

     16.3    This Plan shall  continue  in effect  until the  expiration  of all
Options  granted under the Plan unless  terminated  earlier in  accordance  with
Article 14; provided, however, that it shall otherwise terminate ten years after
the Effective Date of October 20, 1999.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>OPINION OF KEATING, MUETHING & KLEKAMP, P.L.L.
<TEXT>


                                                                       EXHIBIT 5



                            FACSIMILE (513) 579-6956

                                 August 28, 2000

Direct Dial: (513) 579-6411

Cintas Corporation
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, Ohio 45262-5737

Gentlemen:

     We serve as your  general  counsel and are familiar  with your  Articles of
Incorporation,  Bylaws and corporate proceedings generally. We have reviewed the
corporate records as to the Cintas Corporation 1999 Stock Option Plan as well as
other documents we have deemed necessary. Based solely upon such examination and
considerations, we are of the opinion:

     1.  That  Cintas  Corporation  is a duly  organized  and  validly  existing
corporation under the laws of Washington; and

     2. That Cintas has taken all  necessary and required  corporate  actions in
connection with the proposed issuance of up to 9,000,000 shares of Cintas Common
Stock  pursuant  to this Plan and the  Cintas  Common  Stock,  when  issued  and
delivered,  will be  validly  issued,  fully paid and  non-assessable  shares of
Common Stock of the Corporation free of any claim of pre-emptive rights.

     We  hereby  consent  to be  named  in the  Registration  Statement  and the
Prospectus  part thereof as the  attorneys who have passed upon legal matters in
connection with the issuance of the aforesaid  Common Stock and to the filing of
this opinion as an exhibit to the Registration Statement.

                                    Very truly yours,

                                    KEATING, MUETHING & KLEKAMP, P.L.L.


                                    BY:   /s/ Gary P. Kreider
                                       --------------------------------
                                              Gary P. Kreider

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>



                                                                    EXHIBIT 23.1


                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining  to shares of Cintas Common Stock to be issued under the Cintas
Corporation  1999 Stock Option Plan, of our report dated July 6, 2000 and August
22,  2000,  with  respect to the  consolidated  financial  statements  of Cintas
Corporation  incorporated by reference in its Annual Report on Form 10-K for the
year ended May 31, 2000 and the related  financial  statement  schedule included
therein, respectively, filed with the Securities and Exchange Commission.


                                              /s/ Ernst & Young LLP
                                                  Ernst & Young LLP

Cincinnati, Ohio
August 22, 2000

</TEXT>
</DOCUMENT>
</SUBMISSION>
