SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A

  [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934  For the Fiscal Year Ended May 31, 1996

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

Commission File No. 0-11399

                               CINTAS CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Incorporated under                                       IRS Employer ID
the Laws of Washington                                    No. 31-1188630
- ----------------------------------                  ----------------------------
(State or other jurisdiction of
incorporation or organization)


                             6800 Cintas Boulevard
                                P.O. Box 625737
                          Cincinnati, Ohio 45262-5737
                             Phone: (513) 459-1200
- --------------------------------------------------------------------------------
               (Address of principal executive offices) Securities
                Registered Pursuant to Section 12(b) of the Act:


                                      None
- --------------------------------------------------------------------------------
          Securities Registered Pursuant to Section 12(g) of the Act:


                           Common Stock, No Par Value
- --------------------------------------------------------------------------------
                                (Title of class)


     This Form 10-K/A is being  filed to amend and restate  Part 1 Item 1 of the
Form 10-K for the Fiscal Year Ended May 31, 1996, and to file certain exhibits.





                                     PART I
                                     ITEM 1.

                                    BUSINESS

     Information  regarding  revenues from products and services,  the number of
employees and competition are listed or described below:

The table sets forth the revenues derived from each service provided by Cintas.


                                                Year Ended May 31
                                       --------------------------------------

                                         1996           1995          1994
                                       --------      ----------    ----------
                                                  (in thousands)

Uniform Rental                         $492,369       $415,035      $351,495
Uniform Sales                            81,373         69,825        58,294
Non-Uniform Rentals                     148,652        124,045       108,360
Other                                     7,736          6,193         5,067
                                       --------     ----------    ----------
                                       $730,130       $615,098      $523,216
                                       ========       ========      ========


The Company began business in 1929 as an Ohio  Corporation and changed its state
of  incorporation  to Washington in 1986. At May 31, 1996, the Company  employed
10,803  employees  of which 88 are  represented  by labor  unions.  The  Company
considers its relationship with its employees to be satisfactory.

Cintas provides a highly  specialized  service to businesses of all types - from
small service  companies to major  corporations that employ thousands of people.
The Company  designs,  manufactures  and implements  corporate  identity uniform
programs throughout the United States.

The rental markets served by the Company are highly  fragmented and  competition
for this  business  varies at each of the Company's  locations.  There are other
companies  in  the  uniform  rental  business  which  have  financial  resources
comparable to those of the Company, although much of the competition consists of
smaller local and regional firms. In certain  instances,  local  competitors may
also have financial  resources  comparable to those deployed by the Company in a
particular market.

The service  provided to the rental  markets  served by the Company  principally
consists of the rental and  cleaning of uniforms as well as  providing  on-going
uniform upgrades to each customer.  The Company also offers  ancillary  products
which includes the rental or sale of walk-off mats, fender covers,  towels, mops
and linen products.

Due to its diverse  customer  base and  average  account  size,  the loss of one
account would not have a significant financial impact on the Company.

In its sale of customized  uniforms,  Cintas  competes on a national  basis with
other  uniform  suppliers  and  manufacturers,  some  of  which  have  financial
resources comparable to the Company's.

The  Company  operates  four  manufacturing   facilities  which  provide  for  a
substantial  amount of its  standard  uniform  needs.  Additional  products  are
purchased from several outside  suppliers.  Because of the Company's  ability to
manufacture much of its own uniform needs, the loss of one vendor would not have
a significant effect on the Company. In regard to the availability of fabric for
the manufacturing  process, the Company purchases fabric from several suppliers.
The Company is not aware of any circumstances  which would hinder its ability to
obtain these materials.

The  Company  does  not  anticipate  any  material   capital   expenditures  for
environmental  controls  that  would  have a  material  effect on its  financial
condition.  The  Company  is not  aware  of  any  material  non-compliance  with
environmental laws.

The  Company  believes  that the  primary  competitive  factors  that affect its
operations are quality, service, design and price, in that order.





                                     PART IV

                                    ITEM 14.

         EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K


             (a) (3) Exhibits.


Exhibit
Number             Description of Exhibit                          Filing Status
- --------           --------------------------------------------    -------------
 3.1               Restated Articles of Incorporation                 (1)

 3.3               Bylaws                                             (1)

     Management Compensatory Contracts (Exhibits 10.1-10.5)

10.1               Incentive Stock Option Plan                        (2)

10.2               Partners' Plan, as Amended                         (3)

10.3               1990 Directors' Stock Option Plan                  (4)

10.4               1992 Employee Stock Option Plan, as Amended        (5)

10.5               1994 Directors' Stock Option Plan                  (6)

 11                Statement re computation of                    filed herewith
                      per share earnings

 13                1996 Annual Report to Shareholders             filed herewith

 21                Subsidiaries of the Registrant                 filed herewith

 23                Consent of Independent Auditors                filed herewith

 27                Financial Data Schedule                        filed herewith



(1)  Incorporated  by reference to the Company's  Annual Report on Form 10-K for
     the year ended May 31, 1989.

(2)  Incorporated  by  reference to the  Company's  Registration  Statement  No.
     33-23228 on Form S-8 filed under the Securities Act of 1933.

(3)  Incorporated  by  reference to the  Company's  Registration  Statement  No.
     33-56623 on Form S-8 filed under the Securities Act of 1933.

(4)  Incorporated  by  reference to the  Company's  Registration  Statement  No.
     33-71124 on Form S-8 filed under the Securities Act of 1933.

(5)  Incorporated  by reference to the  Company's  Proxy  Statement for its 1995
     Annual Shareholders' Meeting.

(6)  Incorporated  by reference to the  Company's  Proxy  Statement for its 1994
     Annual Shareholders' Meeting.






                                   SIGNATURES

             Pursuant  to  the  requirements  of  Section  13 or  15(d)  of  the
Securities  Exchange Act of 1934,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                             CINTAS CORPORATION



DATE SIGNED: April 30, 1997                  By:  /s/ William C. Gale
                                                 ----------------------------
                                                  William C. Gale
                                                  Vice President - Finance
                                                  (Chief Accounting Officer)