-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 DfQAcpBxnnLq474tr2cWgAOUqmrLjkbht9ZUWrL4GGsGZPxbpxxHPXpWFgt9cX2K
 yst1XPP+aSqnm91cVodldQ==

<SEC-DOCUMENT>0000892251-97-000145.txt : 19970828
<SEC-HEADER>0000892251-97-000145.hdr.sgml : 19970828
ACCESSION NUMBER:		0000892251-97-000145
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	19970531
FILED AS OF DATE:		19970827
SROS:			NASD

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CINTAS CORP
		CENTRAL INDEX KEY:			0000723254
		STANDARD INDUSTRIAL CLASSIFICATION:	MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320]
		IRS NUMBER:				311188630
		STATE OF INCORPORATION:			WA
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-11399
		FILM NUMBER:		97670754

	BUSINESS ADDRESS:	
		STREET 1:		6800 CINTAS BLVD
		STREET 2:		P O BOX 625737
		CITY:			CINCINNATI
		STATE:			OH
		ZIP:			45262
		BUSINESS PHONE:		5135734016

	MAIL ADDRESS:	
		STREET 1:		6800 CINTAS BOULEVARD
		STREET 2:		P O BOX 625737
		CITY:			CINCINNATI
		STATE:			OH
		ZIP:			45262
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<DESCRIPTION>CINTAS CORPORATION FORM 10-K
<TEXT>

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

          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  X       EXCHANGE ACT OF 1934  For the Fiscal Year Ended May 31, 1997

          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 juris-
diction 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)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days.

                                  YES                         NO
                                  ---                         --

                                   X

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the best
of the Registrant's  knowledge,  in definitive  proxy or information  statements
incorporated  by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [X]

The  aggregate   market  value  of  Common  Stock  held  by   nonaffiliates   is
$3,363,035,740  based on a closing  price of $69.25 on August  15,  1997.  As of
August 15, 1997,  48,563,693 shares of no par value Common Stock were issued and
outstanding.

                       Documents Incorporated by Reference

Portions of the Registrant's Annual Report to Shareholders for 1997 furnished to
the Commission  pursuant to Rule 14a-3(b) and portions of the Registrant's Proxy
Statement  to be filed  with the  Commission  for its 1997  annual  meeting  are
incorporated by reference in Parts I, II and III as specified.





<PAGE>





                               CINTAS CORPORATION
                             INDEX TO ANNUAL REPORT
                                  ON FORM 10-K


                                                                           Page
                                                                           ----

Part I

          Item 1    -  Business                                                3
          Item 2    -  Properties                                              4
          Item 3    -  Legal Proceedings                                       6
          Item 4    -  Submission of Matters to a Vote of Security Holders     6

Part II

 .         Item 5    -  Market for Registrant's Common Equity and Related       7
                           Stockholder Matters
          Item 6    -  Selected Financial Data                                 7
          Item 7    -  Management's Discussion and Analysis of Financial       7
                           Condition and Results of Operations 
          Item 8    -  Financial Statements and Supplementary Data             7
          Item 9    -  Changes in and Disagreements with Accountants on        7
                           Accounting and Financial Disclosure

Part III

          Item 10   -  Directors and Executive Officers of the Registrant      7
          Item 11   -  Executive Compensation                                  7
          Item 12   -  Security Ownership of Certain Beneficial Owners and     7
                           Management
          Item 13   -  Certain Relationships and Related Transactions          7

Part IV

          Item 14   -  Exhibits, Financial Statement Schedules and             8
                           Reports on Form 8-K



                                      - 2 -

<PAGE>




                                     PART I
                                     ITEM 1.
                                    BUSINESS

     The Company began business in 1929 as an Ohio  Corporation  and changed its
state  of  incorporation  to  Washington  in  1986.  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  Company  believes  that the primary
competitive factors that affect its operations are quality,  service, design and
price, in that order.

     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, linen products and first aid products and services.

     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.

     At May 31, 1997,  the Company  employed  11,996  employees of which 87 were
represented by labor unions.  The Company  considers its  relationship  with its
employees to be satisfactory.

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

                                          Year Ended May 31
                               ---------------------------------------
                                 1997           1996          1995
                                 ----           ----          ----
                                           (in thousands)

Uniform Rental                  $557,659       $492,369      $415,035
Uniform Sales                     94,065         81,373        69,825
Non-Uniform Rentals              173,414        148,652       124,045
Other                             14,811          7,736         6,193
                               ---------     ----------    ----------
                                $839,949       $730,130      $615,098
                                ========       ========      ========


                                      - 3 -

<PAGE>


                                     ITEM 2.

                                   PROPERTIES

     The Company  occupies 139 facilities  located in 130 cities.  The corporate
offices provide centrally located administrative functions including accounting,
finance,  marketing and data processing.  The Company operates processing plants
that  house  administrative,  sales  and  service  personnel  and the  necessary
equipment involved in the cleaning of uniforms and bulk items. Branch operations
provide  administrative,  sales and service  functions.  Cintas  operates  three
distribution  facilities and has four manufacturing plants, two of which produce
uniform trousers and two producing uniform shirts. The Company also operates two
facilities  which  distribute  first aid products and two  cleanroom  processing
facilities.  The Company considers the facilities it operates to be adequate for
their intended use. The Company owns or leases 3,256 vehicles.

     The following  chart provides  additional  information  concerning  Cintas'
facilities:

   Location                              Type of Facility
   --------                              ----------------
   Cincinnati, Ohio                      Corporate Offices, 
                                         National Account Division,
                                         Distribution Center
   Abbotsford, Vancouver (Canada)        Processing Plant
   Akron, Ohio                           Processing Plant
   Alexandria, Louisiana                 Branch*
   Allentown, Pennsylvania               Branch*
   Amarillo, Texas                       Branch*
   Asheville, North Carolina             Branch*
   Ashland, Kentucky                     Processing Plant
   Atlanta, Georgia                      Processing Plant
   Augusta, Georgia                      Processing Plant
   Austin, Texas                         Processing Plant
   Baltimore, Maryland                   Processing Plant
   Baltimore, Maryland                   First Aid Facility
   Barrie, Ontario (Canada)              Processing Plant
   Baton Rouge (South), Louisiana        Processing Plant
   Baton Rouge (North), Louisiana        Processing Plant
   Beaumont, Texas                       Processing Plant
   Birmingham, Alabama                   Branch*
   Boston, Massachusetts                 Processing Plant
   Branford, Connecticut                 Processing Plant
   Brownsville, Texas                    Branch*
   Buffalo, New York                     Processing Plant
   Charlotte, North Carolina             Processing Plant
   Chattanooga, Tennessee                Branch*
   Chicago (South), Illinois             Processing Plant
   Chicago (North), Illinois             Processing Plant
   Chilliwack, Vancouver (Canada)        Processing Plant
   Cincinnati, Ohio                      Processing Plant
   Clay City, Kentucky                   Manufacturing Facility*
   Cleveland (West), Ohio                Processing Plant
   Cleveland (East), Ohio                Processing Plant
   Colorado Springs, Colorado            Branch*
   Columbia, South Carolina              Processing Plant*
   Columbus, Ohio                        Processing Plant
   Corpus Christi, Texas                 Branch*
   Dallas, Texas                         Processing Plant
   Dayton, Ohio                          Processing Plant
   Decatur, Georgia                      Processing Plant
   Denver, Colorado                      Processing Plant
   Denver, Colorado                      First Aid Facility*
   Detroit, Michigan                     Processing Plant
   Etobicoke, Ontario (Canada)           Processing Plant
   Eugene, Oregon                        Branch*
   Evansville, Indiana                   Branch*

                                                      - 4 -

<PAGE>




   Flint, Michigan                       Branch*
   Fort Meyers, Florida                  Branch*
   Fort Smith, Arkansas                  Processing Plant*
   Fort Wayne, Indiana                   Branch*
   Grand Rapids, Michigan                Branch*
   Greenville, South Carolina            Processing Plant
   Greenville, South Carolina            Cleanroom Facility
   Greenwood, Mississippi                Branch*
   Gulfport, Mississippi                 Branch*
   Hammond, Louisiana                    Branch
   Harrison, Arkansas                    Branch*
   Hazard, Kentucky                      Manufacturing Facility*
   Houston, Texas                        Processing Plant
   Indianapolis, Indiana                 Processing Plant
   Jackson, Mississippi                  Branch*
   Jacksonville, Florida                 Branch*
   Joplin, Missouri                      Branch*
   Kansas City, Kansas                   Processing Plant
   Knoxville, Tennessee                  Branch*
   Lafayette, Louisiana                  Branch
   Lake Charles, Louisiana               Processing Plant
   Lake Station, Indiana                 Branch*
   Laredo, Texas                         Branch*
   Las Vegas, Nevada                     Processing Plant
   Lexington, Kentucky                   Processing Plant
   Little Rock, Arkansas                 Processing Plant
   London, Ontario (Canada)              Branch*
   Long Island, New York                 Branch*
   Los Angeles, California               Processing Plant
   Louisville, Kentucky                  Processing Plant
   Lufkin, Texas                         Branch
   Madison, Alabama                      Branch*
   Madison, Wisconsin                    Processing Plant
   Memphis, Tennessee                    Processing Plant
   Miami, Florida                        Processing Plant
   Milwaukee, Wisconsin                  Branch*
   Minneapolis, Minnesota                Processing Plant*
   Mobile, Alabama                       Branch*
   Montgomery, Alabama                   Distribution Center*
   Montgomery, Alabama                   Branch*
   Mt. Vernon, Kentucky                  Manufacturing Facility*
   Napanee, Ontario (Canada)             Processing Plant
   Nashville, Tennessee                  Processing Plant
   Natchez, Mississippi                  Branch*
   Newburgh, New York                    Cleanroom Facility
   New Orleans, Louisiana                Processing Plant
   Oklahoma City, Oklahoma               Processing Plant
   Ontario, California                   Processing Plant
   Orange, California                    Branch*
   Orlando, Florida                      Processing Plant
   Owingsville, Kentucky                 Manufacturing Facility
   Pensacola, Florida                    Branch*
   Philadelphia, Pennsylvania            Processing Plant
   Phoenix, Arizona                      Processing Plant
   Piscataway, New Jersey                Processing Plant
   Pittsburgh, Pennsylvania              Processing Plant
   Portland, Maine                       Branch
   Portland, Oregon                      Processing Plant
   Raleigh-Durham, North Carolina        Branch*
   Reno, Nevada                          Distribution Center*
   Richmond, Virginia                    Processing Plant
   Sacramento, California                Branch*
   Salt Lake City, Utah                  Processing Plant*

                                      - 5 -

<PAGE>




   San Angelo, Texas                     Branch*
   San Antonio, Texas                    Processing Plant
   San Diego, California                 Processing Plant
   Sandusky, Ohio                        Branch*
   San Fernando, California              Branch*
   San Francisco(West), California       Branch*
   San Francisco (East), California      Processing Plant*
   San Jose, California                  Processing Plant
   Seattle, Washington                   Processing Plant
   Shreveport, Louisiana                 Processing Plant
   Springdale, Arkansas                  Processing Plant
   Springfield, Missouri                 Branch*
   St. Louis, Missouri                   Processing Plant*
   Tacoma, Washington                    Branch*
   Tampa, Florida                        Processing Plant
   Taunton, Massachusetts                Branch*
   Thibodaux, Louisiana                  Processing Plant
   Toledo, Ohio                          Branch*
   Toronto, Ontario (Canada)             Processing Plant
   Tulsa, Oklahoma                       Processing Plant
   Tuscaloosa, Alabama                   Processing Plant
   Tyler, Texas                          Branch*
   Victoria, Texas                       Processing Plant
   Vidalia, Georgia                      Processing Plant
   Virginia Beach, Virginia              Branch*
   West Chester, New York                Branch*
   Washington, D.C.                      Processing Plant
   Westland, Michigan                    Processing Plant
   West Palm Beach, Florida              Branch*
   Wichita, Kansas                       Branch*
   Winston-Salem, North Carolina         Processing Plant
   Youngstown, Ohio                      Branch*

     *Leased for various terms ranging from monthly to 2006. The Company expects
that it will be able to renew  its  leases  on  satisfactory  terms.  All  other
properties are owned.

                                     ITEM 3.
                                LEGAL PROCEEDINGS

     In December 1992, the Company was served with an "Imminent and  Substantial
Endangerment  and  Remedial  Action  Order"  (the  "Order")  by  the  California
Department of Toxic  Substances  Control  relating to the facility leased by the
Company in San Leandro,  California.  The Order requires  Cintas and three other
allegedly  responsible  parties  to  respond  to  alleged  soil and  groundwater
contamination at and around the San Leandro facility. It is not possible at this
time to estimate the loss or range of loss associated  with the claim.  Based on
information  that has been made  available  to the Company,  however,  it is not
believed  that the matter will have a material  adverse  effect on the Company's
financial condition or results of its operations.

     The  Company  is also a  party  to  incidental  litigation  brought  in the
ordinary course of business,  none of which individually or in the aggregate, is
considered  to be material to its  operations  or  financial  condition.  Cintas
maintains  insurance  coverage against certain  liabilities that it may incur in
its operations from time to time.

                                     ITEM 4.
               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None in the fourth quarter of fiscal 1997.




                                      - 6 -

<PAGE>



                                     PART II

                                     ITEM 5.
                      MARKET FOR REGISTRANT'S COMMON EQUITY
                         AND RELATED STOCKHOLDER MATTERS

     "Market for Registrant's Common Stock" and "Security Holder Information" on
page  29  of  the  Registrant's  Annual  Report  to  Shareholders  for  1997  is
incorporated  herein by  reference.  Dividend  information  is  incorporated  by
reference to the  Consolidated  Statements of  Shareholders'  Equity on page 17.
Dividends on the outstanding Common Stock are paid annually and amounted to $.30
and $.25 per share in fiscal 1997 and 1996, respectively.

     During the  quarterly  period ended May 31,  1997,  the  Registrant  issued
121,989 shares of Common Stock for a company being  acquired.  This issuance was
exempt from the  registration  requirements  of the  Securities Act of 1933 as a
private offering pursuant to Section 4.2 of the Act.

                                     ITEM 6.
                             SELECTED FINANCIAL DATA

     The "Eleven Year Financial  Summary" on page 14 of the Registrant's  Annual
Report to Shareholders for 1997 is incorporated herein by reference.


                                     ITEM 7.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     "Management's Discussion and Analysis of Financial Condition and Results of
Operations"  commencing  on  page  26  of  the  Registrant's  Annual  Report  to
Shareholders for 1997 is incorporated herein by reference.

                                     ITEM 8.
                   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The  following  Financial  Statements of the  Registrant  shown on pages 15
through 25 of its Annual Report to Shareholders for 1997 are incorporated herein
by reference:

    Consolidated Balance Sheets as of May 31, 1997 and 1996
    Consolidated Statements of Income for the years ended May 31, 1997,
        1996 and 1995 
    Consolidated Statements of Shareholders' Equity for the years ended 
        May 31, 1997, 1996 and 1995 
    Consolidated Statements of Cash Flows for the years ended May 31, 1997, 
        1996 and 1995
    Notes to Consolidated Financial Statements
    Report of Independent Auditors


                                     ITEM 9.

                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

     None.


                                    PART III

     Items 10., 11., 12., and 13. of Part III are  incorporated  by reference to
the Registrant's Proxy Statement for its 1997 Annual Shareholders' Meeting to be
filed with the Commission pursuant to Regulation 14A.


                                      - 7 -

<PAGE>




                                     PART IV

                                    ITEM 14.

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

             (a) (1) Financial Statements.  All financial statements required to
be filed by Item 8. of this Form and  included in this report are listed in Item
8. No additional  financial  statements are filed because the  requirements  for
paragraph (d) under Item 14 are not applicable to the Company.


             (a) (2) Financial Statement Schedule:

For each of the three years in the period ended May 31, 1997.

             Schedule II: Valuation and Qualifying Accounts and Reserves.


All  other  schedules  are  omitted  because  they  are not  applicable,  or not
required,  or because the required  information is included in the  Consolidated
Financial Statements or Notes thereto.


             (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          1997 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.

                                      - 8 -

<PAGE>


                                   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:  August 27, 1997                BY: /s/ Robert J. Kohlhepp
                                                ----------------------------
                                                 Robert J. Kohlhepp
                                                 Chief Executive Officer

             Pursuant to the  requirements  of the  Securities  Exchange  Act of
1934,  this  report has been  signed by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

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



/s/ Richard T. Farmer            Chairman of the Board
- -----------------------          of Directors                   August 27, 1997
    Richard T. Farmer            



/s/ Robert J. Kohlhepp           Chief Executive
- -----------------------          Officer and Director           August 27, 1997
    Robert J. Kohlhepp           


/s/ Scott D. Farmer              President, Chief Operating
- -----------------------          Officer and Director           August 27, 1997
    Scott D. Farmer              


/s/ James J. Gardner             Director                       August 27, 1997
- -----------------------
    James J. Gardner


/s/ Donald P. Klekamp            Director                       August 27, 1997
- -----------------------
    Donald P. Klekamp



/s/ William C. Gale              Vice President & Chief
- -----------------------          Financial Officer 
    William C. Gale              (Principal Financial 
                                  and Accounting Officer)       August 27, 1997
                                 





                                      - 9 -

<PAGE>





                               CINTAS CORPORATION


          Schedule II - Valuation and Qualifying Accounts and Reserves
                                 (In Thousands)


<TABLE>
<CAPTION>

                                                      Additions

                                                (1)           (2)
                                  Balance At  Charged to Charged               Balance At
                                  Beginning   Costs and  to Other                End of
Description                        of Year    Expenses   Accounts  Deductions     Year
- -----------                       ----------  ---------- --------  ----------  ----------
<S>                               <C>         <C>        <C>       <C>          <C>    

May 31, 1995:

Allowance for Doubtful Accounts    $ 2,003   $ 1,465   ($     325)  $1,114 (A)   $ 2,029
                                   =======   =======   ==========   =======      =======

Accumulated Amortization of
  Customer Service Contracts ...    21,523     5,967                    70 (B)    27,420
Accumulated Amortization of
   Non-Compete Agreements &
   Consulting ..................    17,015     4,675                 1,085 (B)    20,605
Accumulated Amortization of
   Debt Issue & Organization
   Costs .......................       423       263                    83 (B)       603
Accumulated Amortization of  
   Goodwill ....................       314       622                   --            936
                                   -------   -------   ----------   -------      -------

                                   $39,275   $11,527               $ 1,238       $49,564
                                   =======   =======                =======      =======

May 31, 1996:

Allowance for Doubtful Accounts    $ 2,029   $ 1,178   $      175   $1,424 (A)   $ 1,958
                                   =======   =======   ==========   =======      =======

Accumulated Amortization of
   Customer Service Contracts ..    27,420     6,161                 4,866 (B)     28,715
Accumulated Amortization of
   Non-Compete Agreements &
   Consulting ..................    20,605     4,667                 1,515 (B)     23,757
Accumulated Amortization of
   Debt Issue & Organization
   Costs .......................       603       250                    71 (B)        782
Accumulated Amortization of
   Goodwill ....................       936     1,440                    --          2,376
                                  --------   -------                -------       -------

                                   $49,564   $12,518                 $6,452       $55,630
                                   =======   =======                =======       =======

<FN>

(A)   Uncollectible Accounts Charged-off, Net of Recoveries.

(B)    Elimination of Fully Amortized Amounts.

</FN>


</TABLE>


                                                   - 10 -

<PAGE>

<TABLE>
<CAPTION>

                                                      Additions

                                                (1)           (2)
                                  Balance At  Charged to Charged               Balance At
                                  Beginning   Costs and  to Other                End of
Description                        of Year    Expenses   Accounts  Deductions     Year
- -----------                       ----------  ---------- --------  ----------  ----------
<S>                               <C>         <C>        <C>       <C>          <C>    



May 31,1997:

Allowance for Doubtful Accounts   $ 1,958   $ 2,013     $    530   $1,680 (A)   $ 2,821
                                  =======   =======      =======   ======       =======

Accumulated Amortization of
   Customer Service Contracts .    28,715     5,923                 8,374 (B)    26,264
Accumulated Amortization of
    Non-Compete Agreements
    and Consulting ............    23,757     4,294                 4,798 (B)    23,253
Accumulated Amortization of
    Debt Issue & Organization
    Costs .....................       782       239                   --          1,021
Accumulated Amortization of
    Goodwill ..................     2,376     1,489                   --          3,865
                                  -------   -------               -------       -------

                                   55,630   $11,945               $13,172       $54,403
                                  =======   =======               =======       =======

<FN>

(A)   Uncollectible Accounts Charged-off, Net of Recoveries.

(B)    Elimination of Fully Amortized Amounts.

</FN>
</TABLE>

                                                   - 11 -

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>2
<DESCRIPTION>EXHIBIT 11 - CINTAS CORPORATION
<TEXT>




                                   EXHIBIT 11

                 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
                      (in thousands except per share data)


A. Weighted average shares outstanding basis:

                                                    Fiscal year ended May 31    
                                                 ------------------------------
                                                   1997        1996      1995
                                                 --------   --------   --------
                                                

   Net income ..........................         $ 90,840   $ 75,183   $62,743
                                                 ========   ========   =======
   Weighted average                               
     shares outstanding.................           47,631     47,099    46,891
                                                 ========   ========   =======
                                                
  Earnings per share....................         $  1.907   $  1.596   $ 1.338
                                                 ========   ========   =======
                                               
                                               
B. Primary basis:                                 

                                                    Fiscal year ended May 31   
                                                 -----------------------------
                                                   1997       1996       1995
                                                 -------     -------   -------
                                               
   Net income .............................      $90,840    $75,183    $62,743
                                                 =======    =======    =======
                                               
   Weighted average
      shares outstanding ..................       47,631     47,099     46,891
                                               
   Plus - net shares to be issued upon
      exercise  of  dilutive  stock
      options after applying treasury
      stock method ........................          752        752        773
                                                 -------    -------    -------
                                               
                                                  48,383     47,851     47,664
                                                 =======    =======    =======
                                               
   Earnings per share......................       $1.878     $1.571     $1.316
                                                 =======    =======    =======



                                     - 12 -
                                          
<PAGE>


C. Fully diluted basis:

                                                    Fiscal year ended May 31   
                                                 -----------------------------
                                                   1997       1996       1995
                                                 -------     -------   -------


    Net income...........................        $90,840     $75,183   $62,743
                                                 =======     =======   =======

    Weighted average
       shares outstanding................         47,631      47,099    46,891

    Plus - net shares to be issued 
       upon exercise of dilutive stock
       options after applying treasury
       stock method......................            844         905       859
                                                --------     -------   -------

                                                  48,475      48,004    47,750
                                                ========    ========   =======


    Earnings per share..................          $1.874      $1.566    $1.314
                                                ========    ========   =======

     Note:  Reported  earnings  per share for each year was based upon  weighted
     average  shares  outstanding  since  neither the primary nor fully  diluted
     amounts of per share earnings resulted in a reduction of 3% or more.


                                     - 13 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>3
<DESCRIPTION>ANNUAL REPORT - CINTAS CORPORATION
<TEXT>



                              FINANCIAL HIGHLIGHTS
                               Years Ended May 31
                      (In thousands except per share data)


                                                                           %
                                               1997          1996       Change
                                          -----------   ------------   ---------
Operating Results
     Net Revenues ....................   $   839,949    $   730,130      15.0%
     Net Income ......................        90,840         75,183      20.8%
     Return on Average Equity ........          19.3%          18.9%      2.1%

Financial Condition
     Shareholders' Equity ............   $   512,376    $   429,497      19.3%
     Working Capital .................       239,844        194,908      23.1%
     Current Ratio ...................        3.07:1         2.90:1       5.9%

Per Share Data
     Net Income ......................   $      1.91    $      1.60      19.4%
     Shareholders' Equity (book value)         10.62           9.10      16.7%
     Dividends .......................          0.30           0.25      20.0%



                                     - 14 -

<PAGE>


TO OUR SHAREHOLDERS AND FRIENDS:

Fiscal  1997 was a very  successful  year  for  Cintas  Corporation.  It was our
twenty-eighth  consecutive year of record sales and profits. It was also another
good year for our stock.  Our stock  appreciated  28%  during  the twelve  month
period ended July 31, 1997, and has  appreciated at a compound rate of 25% since
we went public in August 1983.

In this annual report, we want to share with you our  accomplishments for fiscal
1997, but more importantly,  we want to explain our vision for the future.  This
is not a distant vision because we are well on our way to achieving it. In fact,
it has guided us in building the Company to where we are today.  We feel that it
is important to share our vision with you,  our  Shareholders,  so that you know
where we are going and how we intend to get there.

Fiscal 1997 can be characterized as a memorable year. Opportunities were seized,
new financial records were established,  and our management team was reorganized
for the next decade of growth.  Revenues of $840 million increased 15% from $730
million last year. There were two less workdays this fiscal year compared to the
prior year.  Revenues actually  increased 16% on a comparable workday basis. Net
income of $90.8  million  increased  21% over  $75.2  million  in  fiscal  1996.
Earnings per share increased 19% to $1.91 versus $1.60 per share last year.

Our balance  sheet  continued to  strengthen.  Our  percentage  of debt to total
capital is 19%,  down from 23% last year.  We are a real cash  generator - after
spending $68 million on new plants and  equipment,  reducing  debt by $6 million
and paying a $14 million dividend, we finished the year with cash and marketable
securities  of over $100  million.  Our strong  balance  sheet  enables us to be
aggressive  in  pursuing  acquisitions,  and we  expect  that we will  have many
opportunities to make good acquisitions in the future.

Our Uniform Rental Division, which represents approximately 90% of our revenues,
extended  service to 15 new markets.  Cintas now has uniform  rental  operations
serving all of the top 50 U.S. metropolitan areas, and we now provide service to
235 of the largest 300 U.S. markets.  In Ontario,  Canada, we have expanded from
two to five  locations.  We also added two  locations in the province of British
Columbia.

The Company also completed  construction of uniform rental facilities in Austin,
Texas;  Denver,  Colorado;  Ontario,  California;  and  Indianapolis,   Indiana.
Facilities are currently  under  construction in Boston,  Massachusetts;  Corpus
Christi; Texas; Cincinnati, Ohio; Springfield,  Missouri; Springdale,  Arkansas;
and Long Island,  New York.  These new  facilities  are all scheduled to open in
fiscal 1998. Our impressive growth over the past 28 years has been both exciting
and  rewarding.  We now have 130  uniform  rental  operations  in 36 states  and
Canada.

While the uniform  service is our core business and will continue to provide the
greatest  opportunities  for future growth in sales and profits,  we cannot lose
sight of the fact that each week,  Cintas sales and service  personnel visit and
do  business  with over  170,000  businesses,  and today just under two  million
people wear a Cintas uniform to work every day. This large and growing  customer
base presents an  opportunity  to provide  ancillary  services to our customers.
This makes us a more valuable  resource for our customers while at the same time
increasing the value and  profitability  of each customer we serve.  This annual
report  will  highlight  some of the things we have done to  capitalize  on this
opportunity.

In order to  prepare  for the next  decade  of  continued  growth,  we  recently
announced two key organizational  changes.  Scott Farmer, a 15 year veteran, was
named President and Chief Operating  Officer.  Scott has served in many line and
staff positions including  production,  sales and service  management.  In 1985,
Scott  transferred  to the corporate  headquarters  to install a  corporate-wide
quality  program.  Since then,  he has held the  positions  of Vice  President -
National  Account  Division,  Vice  President  -  Marketing,  Vice  President  -
Northeast Region, and President of one of our largest subsidiaries.  In 1994, he
was elected to the Board of Directors. Scott's broad

                                     - 15 -

<PAGE>



background  and experience  make him uniquely  qualified for his new position as
President and Chief Operating Officer.

Reporting  to Scott  will be Bob  Buck,  recently  promoted  to a newly  created
position of  President  of the Uniform  Rental  Division.  Bob Buck is a 15 year
veteran  who joined the  company as Senior Vice  President  and Chief  Financial
Officer,  and was later promoted to Senior Vice President - Midwest Region where
he has served for the past six years.  Because of his knowledge  and  experience
and his outstanding  performance,  Bob Buck is very well qualified to become the
President of our core business, the Uniform Rental Division.

In order to effect these changes,  a series of other  promotions were necessary.
General Managers of uniform rental plants were promoted to Group Vice Presidents
requiring  other managers to be promoted to General  Managers.  All told,  seven
people have been promoted to support this organization change.

These changes illustrate the success of our management development program which
was put in place in 1981. Cintas created its management trainee program to bring
young,  college  graduates  into the Company,  give them grass  roots,  hands-on
experience, and then develop them into top-notch executives. This program allows
the Company to take advantage of market  opportunities  without going outside of
the  Company to hire  people to take over  important  positions.  This system of
developing  people from within  enhances our ability to preserve  our  corporate
culture which we consider the ultimate competitive advantage.

With fiscal 1997 behind us, we look to the future with great enthusiasm  because
we have great  opportunities  before us, and we have the financial resources and
the management  talent to take advantage of them. We thank you, our shareholders
and friends, for your continued interest and loyal support. 

Sincerely yours,



Richard T. Farmer                                   Robert J. Kohlhepp
Chairman of the Board                               Chief Executive Officer



                                     - 16 -

<PAGE>



OUR VISION FOR THE FUTURE

THE FIRST PART OF OUR VISION - TO BE RECOGNIZED AS A COMPANY WHICH
INSISTS ON ABSOLUTE HONESTY AND INTEGRITY IN EVERYTHING WE DO.

First and  foremost,  we want to have a reputation  as a company that is honest,
fair and  ethical  in every  way.  We play by the rules and obey the laws.  This
reputation  enables us to attract the best  possible  people, and it discourages
people who might want to bend the rules from coming to work for Cintas.

THE SECOND PART OF OUR VISION - TO HAVE A HIGHLY TALENTED, DIVERSE AND
MOTIVATED TEAM OF PARTNERS WHO ARE COMPATIBLE WITH OUR CULTURE AND
ENJOY WHAT THEY DO.

This is the second  highest  priority in our vision so that we never forget just
how important it is to have people who are  compatible  with our culture and can
operate  in an  enthusiastic  way and have fun in the  process.  The result is a
hard-hitting,  unified  team  effort that is more  powerful  than the sum of the
talents of the individual players.

THE THIRD PART OF OUR VISION - TO HAVE A UNIFORM RENTAL PRESENCE IN
EVERY CITY IN THE UNITED STATES AND CANADA.

This calls for further geographic  expansion.  In fiscal 1997, we entered 15 new
markets - 9 of them by  expanding  from  existing  markets;  6 new markets  were
entered through  acquisitions.  We now have 130 uniform rental  operations in 36
states and Canada.  These operations  currently reach 235 of the top 300 markets
in the United States and 7 markets in Canada.

We will continue to expand our geographic  presence throughout the United States
and Canada by expanding into contiguous  markets from existing  locations and by
making acquisitions. Geographic expansion will continue to be a key component of
our future.

THE FOURTH PART OF OUR VISION  - TO LEVERAGE OUR INFRASTRUCTURE TO
BECOME A MORE VALUABLE RESOURCE FOR OUR CUSTOMERS.

Our core business of providing  uniform rental  services puts us in contact with
over  170,000  business  customers  every week,  and that number is growing each
year.  These  customers that we visit each week know us; they trust us; and they
rely on us to provide their uniform service. For many years, all we did was pick
up their soiled uniforms and deliver clean ones. We asked ourselves,  "What else
can we do for our customers?"

Six years ago we created our catalog to offer our  customers  a  convenient,  no
hassle  method of buying all kinds of items to supplement  their rental  uniform
program - things like work shoes,  gloves, rain gear and just about everything a
person could need in the workplace.  The catalog has been  well-received  and is
growing nicely.

We are  also  growing  some of the more  "traditional"  ancillary  products  and
services,  such as entrance  mats.  In the past,  we provided this service as an
accommodation  to our uniform  customers.  We have now  developed  new marketing
programs to proactively increase the rental of entrance mats to our

                                     - 17 -

<PAGE>





existing  customers  who  currently do not use this  service.  Entrance mats can
create an immediate  positive  impression and, at the same time,  lower facility
maintenance  cost by  keeping  most of the dirt on the mat  instead of having it
spread throughout the building, soiling floors and carpeting.

The objective of being a more  valuable  resource for our customers was also the
impetus for our recent  acquisition  of two first aid companies - American First
Aid (AFA) in  Baltimore,  Maryland and Respond  Industries  (Respond) in Denver,
Colorado.  AFA and Respond are the second and third largest  wholesalers  in the
market.  A wholesaler  buys first aid products  from  manufacturers,  puts these
products  in  brand  labeled   packages  and  then  sells  them  to  independent
distributors  around the country.  These  distributors  then replenish first aid
cabinets in factories, offices and shops.

A survey of our current  customers  shows that almost all of them have first aid
supplies  in their  workplace.  Approximately  one-half  of them use a first aid
service with the remainder  buying  through a catalog or from a retail store.  A
van-delivered  first aid service,  similar to the way we deliver uniforms to our
customers,  is a convenient and valuable  service.  We are convinced that we can
bring  the same  level of  service  to our  customers  in first  aid as we do in
uniforms.

There are many  opportunities  to provide  other  products  and  services to our
customers. We will continue to consider additional services that make good sense
for our customers and Cintas.

THE FIFTH PART OF OUR VISION  - TO LEVERAGE OUR MARKET PRESENCE TO
BECOME THE UNIFORM PEOPLE TO OTHER SEGMENTS OF INDUSTRY.

Traditionally,  Cintas has  provided  uniforms  to blue  collar  industrial  and
service  workers.  The size of this  market is  currently  estimated  to be $4.5
billion.  According to our research,  it has the potential to be $13.5  billion.
Because of that potential, the Company will continue to focus on that segment of
the uniform business.

There are, however,  other segments of the uniform business which present growth
opportunities as well. We have a small presence in the tailored apparel business
- - uniforms  worn by real  estate  salespeople,  auto  rental  personnel,  flight
attendants, and others who have a higher level of customer contact. We also have
a small share in the food and lodging business,  which includes uniforms worn by
waiters and waitresses.  This is an attractive,  rapidly growing business. It is
also our vision to serve the uniform needs of security  people,  like  policemen
and guards,  and  medical  and  healthcare  personnel.  All of these  additional
segments  add up to an  additional  $4 billion of annual  revenues  and  provide
additional opportunity for growth.

THE SIXTH PART OF OUR VISION  - TO BE WELL-KNOWN AS THE OBVIOUS LEADER
IN THE BUSINESS.

Our reputation has become a major advantage in raising  capital,  recruiting new
partners  and  calling  on  prospective  customers.  We are  one of the  largest
companies in our industry, with the best long-term growth rates. We are also the
most  profitable  company  with the highest  return on sales,  equity and assets
compared to the other public companies in the industry.  We have a strong stock,
with good  liquidity  enabling  us to use stock  for  acquisitions.  We have the
highest  level of  customer  satisfaction  in our  industry.  As we  continue to
successfully  execute our vision,  we expect to remain the obvious leader in the
business.

                                     - 18 -


<PAGE>


                         ELEVEN YEAR FINANCIAL SUMMARY
                               Years Ended May 31
                      (In thousands except per share data)

<TABLE>
<CAPTION>

                            1987         1988         1989         1990         1991         1992
                            ----         ----         ----         ----         ----         ----

<S>                       <C>           <C>          <C>          <C>          <C>          <C>    
Net Revenues..........    $185,101      228,091      269,260      311,776      352,480      401,563
Net Income............    $ 14,737       18,550       23,101       27,994       31,339       39,195
Earnings Per Share....    $   0.35         0.44         0.52         0.62         0.69      0.85(a)
Dividends Per Share...    $   0.03         0.04         0.05         0.07         0.09         0.11
Total Assets..........    $194,847      213,958      228,000      274,103      326,752      361,261
Shareholders' Equity..    $ 86,646      104,710      138,079      163,026      191,124      225,864
Return on Average
Equity................       18.5%        19.4%        19.0%        18.6%        17.7%        18.8%
Long-Term Debt........    $ 70,757       65,490       43,303       54,079       68,974       67,790

                                                                                           10 Year
                                                                                            Compd
                            1993         1994         1995         1996         1997        Growth
                            ----         ----         ----         ----         ----        ------

Net Revenues..........    $452,722      523,216      615,098      730,130      839,949       16.3%
Net Income............    $ 44,873       52,170       62,743       75,183       90,840       20.0%
Earnings Per Share....    $   0.97         1.12         1.34         1.60         1.91       18.5%
Dividends Per Share...    $   0.14         0.17         0.20         0.25         0.30       25.9%
Total Assets..........    $454,165      501,632      569,181      668,762      761,823       14.6%
Shareholders' Equity..    $264,914      309,652      364,344      429,497      512,376       19.5%
Return on Average
Equity...............        18.3%        18.2%        18.6%        18.9%        19.3%
Long-Term Debt........    $103,611       84,184      120,275      117,924      111,457

<FN>

(a) Includes earnings of $.06 per share due to the adoption of SFAS No. 96.

Note:  Results prior to October 1, 1991, have been restated to include Rental
       Uniform Service of Greenville, S.C., Inc.
</FN>
</TABLE>


                                     - 19 -

<PAGE>






                              CONSOLIDATED STATEMENTS OF INCOME
                           Years Ended May 31, 1997, 1996 and 1995
                             (In thousands except per share data)

                                                1997        1996         1995
                                                ----        ----         ----
Revenues:
        Net rentals .....................   $ 739,207    $ 648,616    $ 545,267
        Net sales .......................     100,742       81,514       69,831
                                            ---------    ---------    ---------

                                              839,949      730,130      615,098

Costs and expenses (income):
        Cost of rentals .................     416,597      369,386      312,313
        Cost of sales ...................      84,062       67,424       58,952
        Selling and administrative
        expenses ........................     188,915      164,471      137,675
        Interest income .................      (4,213)      (2,454)      (2,148)
        Interest expense ................       7,970        9,073        7,345
                                            ---------    ---------    ---------

                                              693,331      607,900      514,137
                                            ---------    ---------    ---------

Income before income taxes ..............     146,618      122,230      100,961
Income taxes ............................      55,778       47,047       38,218
                                            ---------    ---------    ---------
Net income ..............................   $  90,840    $  75,183    $  62,743
                                            =========    =========    =========

Weighted average number of shares
  outstanding ...........................      47,631       47,099       46,891
                                            =========    =========    =========

Earnings per share ......................   $    1.91    $    1.60    $    1.34
                                            =========    =========    =========

Dividends per share .....................   $     .30    $    0.25    $    0.20
                                            =========    =========    =========

                                    See accompanying notes.

                                            - 20 -

<PAGE>


                                      Cintas Corporation

                                 CONSOLIDATED BALANCE SHEETS
                                    MAY 31, 1997 AND 1996
                               (In thousands except share data)

Assets                                                      1997          1996
- ------                                                      ----          ----

Current assets:
        Cash and cash equivalents ....................   $  14,221    $   9,066
        Marketable securities ........................      88,655       73,477
        Accounts receivable, principally trade,
          less allowance of $2,821 and $1,958,
          respectively ...............................      95,161       78,244
        Inventories ..................................      43,076       34,678
        Uniforms and other rental items in service ...     112,844      100,307
        Prepaid expenses .............................       2,018        1,730
                                                         ---------    ---------

Total current assets .................................     355,975      297,502

Property, plant and equipment, at cost, net ..........     287,446      252,597
Other assets .........................................     118,402      118,663
                                                         ---------    ---------

                                                         $ 761,823    $ 668,762

Liabilities and Shareholders' Equity

Current liabilities:

        Accounts payable .............................   $  20,719    $  19,363
        Accrued liabilities ..........................      55,336       49,168
        Income taxes:
               Current ...............................         454         --
               Deferred ..............................      32,889       27,471
        Long-term debt due within one year ...........       6,733        6,592
                                                         ---------    ---------

Total current liabilities ............................     116,131      102,594


Long-term debt due after one year ....................     111,457      117,924
Deferred income taxes ................................      21,859       18,747

Shareholders' equity:
        Preferred stock, no par value;
            100,000 shares authorized, none
            outstanding ..............................        --           --
        Common stock, no par value;
            120,000,000 shares authorized,
            48,266,789 and 47,199,299 shares
            issued and outstanding, respectively .....      45,039       43,657
        Retained earnings ............................     468,411      386,673
        Foreign currency translation adjustment ......      (1,074)        (833)
                                                         ---------    ---------

Total shareholders' equity ...........................     512,376      429,497
                                                         ---------    ---------

                                                         $ 761,823    $ 668,762



                             See accompanying notes.

                                     - 21 -

<PAGE>


                               Cintas Corporation

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                    Years Ended May 31, 1997, 1996 and 1995
                                 (In thousands)

                                                         Foreign
                                                         Currency     Total
                         Common Stock       Retained   Translation Shareholders'
                       Shares     Amount    Earnings    Adjustment    Equity
                       ------     ------    --------    ---------- -------------

Balance at
 May 31, 1994 ....     46,801   $  40,939   $ 269,939    $  (1,226)  $ 309,652
  Net income .....       --          --        62,743         --        62,743
  Dividends ......       --          --        (9,398)        --        (9,398)
  Stock options
   exercised net
   of shares
   surrendered ...        204         906        --           --           906
  Tax benefit
   resulting from
   exercise of
   employee stock
   options .......       --           190        --           --           190
  Foreign currency
   translation
   adjustment ....       --          --          --            251         251

Balance at
 May 31, 1995 ....     47,005      42,035     323,284         (975)    364,344
  Net income .....       --          --        75,183         --        75,183
  Dividends ......       --          --       (11,794)        --       (11,794)
  Stock options
   exercised net
   of shares
   surrendered ...        194         768        --           --           768
  Tax benefit
   resulting from
   exercise of
   employee stock
   options .......       --           854        --           --           854
  Foreign currency
   translation
   adjustment ....       --          --          --            142         142


                                  (Continued)

                                            - 22 -

<PAGE>


                                                         Foreign
                                                         Currency       Total
                           Common Stock      Retained  Translation Shareholders'
                         Shares    Amount    Earnings   Adjustment    Equity
                         ------    ------    --------  ------------ ------------
Balance at
 May 31, 1996 .....      47,199    43,657    386,673         (833)     429,497
  Net income ......        --        --       90,840         --         90,840
   Dividends ......        --        --      (14,477)        --        (14,477)
   Effects of
   acquisitions ...         879      --        5,375         --          5,375
   Stock options
    exercised net
    of shares
    surrendered ...         189     1,121       --           --          1,121
   Tax benefit
    resulting from
    exercise of
    employee stock
    options .......        --         261       --           --            261
   Foreign currency
    Translation
    adjustment ....        --        --         --           (241)        (241)

Balance at
 May 31, 1997 .....      48,267 $  45,039  $ 468,411    $  (1,074)   $ 512,376
                      ========= =========  =========    =========    =========


                              See accompanying notes.

                                       - 23 -

<PAGE>


                               Cintas Corporation
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    Years Ended May 31, 1997, 1996 and 1995
                                 (In thousands)

                                                     1997     1996    1995
                                                   -------  -------- -------
Cash flows from operating activities:
  Net income.............................          $90,840  $75,183  $62,743
  Adjustments to reconcile net income to
    net cash provided by operating
    activities:
    Depreciation.........................           35,803   30,586   26,179
    Amortization of deferred charges.....           11,945   12,518   11,527
    Deferred income taxes................            8,329    6,300    2,162
    Equity in earnings of affiliate......               --       --     (428)
    Change in current assets and
      liabilities, net of acquisitions of
      businesses:
        Accounts receivable..............          (13,422)  (9,171) (10,180)
        Inventories......................           (5,864)   2,205   (7,824)
        Uniforms and other rental items
            in service...................          (12,242) (11,637) (13,576)
        Prepaid expenses.................             (122)    (375)      (3)
        Accounts payable.................           (2,290)   2,098   (2,162)
        Accrued liabilities..............            2,854    6,910    6,628
        Income taxes payable.............              606   (2,191)     184
                                                   -------  -------  -------
Net cash provided by operating activities          116,437  112,426   75,250

Cash flows from investing activities:
  Proceeds from sale of property, plant
     and equipment.......................              694    1,715    2,333
  Capital expenditures...................          (67,813) (56,780) (58,879)
  Proceeds from sale or redemption of
    marketable securities................           49,290   74,220  196,204
  Purchase of marketable securities......          (64,468)(108,900)(182,668)
  Acquisitions of businesses, net of cash
    acquired.............................           (9,060)  (2,307) (50,095)
  Other..................................             (263)  (2,173)   1,126
                                                   -------  -------  -------
Net cash used by investing activities....          (91,620) (94,225) (91,979)

Cash flows from financing activities:
  Proceeds from issuance of long-term debt              --      424   52,208
  Repayment of long-term debt............           (6,326)  (6,213) (21,829)
  Issuance of common stock...............            1,121      768      906
  Repurchase of common stock.............               --       --   (7,112)
  Dividends paid.........................          (14,477) (11,794)  (9,398)
  Other..................................               20      995      190
                                                   -------  -------  -------

Net cash provided by (used in) financing
  activities.............................          (19,662) (15,820)  14,965
                                                   -------- --------  ------

Net increase (decrease) in cash and
  cash equivalents.......................            5,155    2,381   (1,764)

Cash and cash equivalents at beginning of
  year...................................            9,066    6,685    8,449
                                                   -------  -------  -------

Cash and cash equivalents at end of year           $14,221   $9,066   $6,685
                                                   =======   ======   ======

                                  See accompanying notes.

                                          - 24 -

<PAGE>


                                    CINTAS CORPORATION
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Amounts in thousands except per share and share data)

1.   SIGNIFICANT ACCOUNTING POLICIES

     Business description. Cintas designs, manufactures and implements corporate
identity  uniform  programs which it rents or sells to customers  throughout the
United States and Canada. The Company also provides ancillary services including
entrance  mats,  sanitation  supplies and first aid products and  services.  The
Company  provides  these  highly  specialized  services  to  businesses  of  all
types--from small service companies to major  corporations that employ thousands
of people.

     Principles of consolidation.  The consolidated financial statements include
the  accounts  of  Cintas  Corporation  and its  subsidiaries,  all of which are
wholly-owned. Intercompany balances and transactions have been eliminated.

     Use of estimates.  The  preparation  of financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that affect the amounts  reported in the  financial
statements and accompanying notes.

     Cash  and  cash  equivalents.  The  Company  considers  all  highly  liquid
investments with a maturity of three months or less, at date of purchase,  to be
cash equivalents.

     Inventories.  Inventories  are  valued  at the  lower  of  cost  (first-in,
first-out) or market. Substantially all inventories represent finished goods.

     Uniforms and other rental items in service.  These items are valued at cost
less  amortization,  calculated  using the  straight-line  method generally over
periods of eight to thirty-six months.

     Property,  plant  and  equipment.  Depreciation  is  calculated  using  the
straight-line method over the following estimated useful lives, in years:

                      Buildings and Improvements. . . . . .5 to 40
                      Equipment . . . . . . . . . . . . . .3 to 10
                      Leasehold Improvements. . . . . . . .2 to 5

     Long-lived assets are reviewed for impairment whenever events or changes in
circumstances  indicate  that the  carrying  amount of an asset may not be fully
recoverable.

     Other  assets.  Other assets  consist  primarily of service  contracts  and
non-compete  or  consulting  agreements  obtained  through  the  acquisition  of
businesses,  which are  amortized  by use of the  straight-line  method over the
estimated  lives of the agreements  which are generally  five to ten years,  and
goodwill, which is amortized using the straight-line method over forty years.

     Revenue  recognition.  Rental  revenues are  recognized  when  services are
performed  and sales  revenues are  recognized  when  products are shipped.  The
Company also establishes allowances for uncollectible accounts when revenues are
recorded.

     Stock options.  As permitted by SFAS No. 123,  Accounting  for  Stock-Based
Compensation,  the Company has chosen to account for stock  option  grants using
the  intrinsic  value method  prescribed in APB Opinion No. 25,  Accounting  for
Stock Issued to Employees.

                                          - 25 -

<PAGE>


     Interest rate swap  agreements.  Periodic  settlements  under interest rate
swap  agreements  are  recognized  as  adjustments  of interest  expense for the
relevant periods.

     Earnings per share.  Earnings per share is  calculated  on the basis of the
weighted average number of shares of common stock  outstanding  during the year,
including  the dilutive  effect,  if any, of assumed  conversion of common stock
equivalents.


2.   MARKETABLE SECURITIES

     All  marketable  equity  securities  and debt  securities are classified as
available-for-sale.  The amortized  cost of debt  securities in this category is
adjusted for  amortization  of premiums and  accretion of discounts to maturity.
Such amortization is included in interest income.  Realized gains and losses and
declines in value  determined to be other than  temporary on  available-for-sale
securities are included in interest  income.  The cost of the securities sold is
based  on  the  specific   identification  method.  Interest  and  dividends  on
securities classified as available-for-sale are included in interest income.

     The  following is a summary of  marketable  securities  at May 31, 1997 and
1996:

                                      1997                      1996
                             ---------------------      --------------------

                                        Estimated                 Estimated
                             Cost       Fair Value       Cost     Fair Value
                             ----       ----------       ----     ----------

Obligations of state and
  political subdivisions    $63,573      $63,476       $57,318       $57,249
U.S. Treasury securities
  and obligations of U.S. 
  government agencies ...    11,444       11,420         6,142         6,077
Other debt securities ...    13,638       13,621        10,017        10,053
                            -------      -------       -------       -------

                            $88,655      $88,517       $73,477       $73,379
                            =======      =======       =======       =======


     The gross realized gains on sales of available-for-sale  securities totaled
$31,  $77 and $154 for the years ended May 31,  1997,  1996,  and 1995,  and the
gross realized losses totaled $96, $127 and $203,  respectively.  Net unrealized
losses  are $138  and $98 at May 31,  1997 and  1996,  respectively.  Marketable
securities are carried at cost which approximates market.

     The  amortized  cost  and  estimated  fair  value  of debt  and  marketable
securities at May 31, 1997, by contractual  maturity,  are shown below. Expected
maturities will differ from  contractual  maturities  because the issuers of the
securities  may have the  right to prepay  the  obligations  without  prepayment
penalties.

                                                            Estimated
                                                  Cost      Fair Value
                                                  ----      ----------

Due in one year or less. . . . . . . . . . .    $ 45,448    $ 45,438
Due after one year through three years . . .      38,353      38,234
Due after three years. . . . . . . . . . . .       4,854       4,845
                                                   -----       -----
                                                $ 88,655    $ 88,517
                                                  ======      ======


                                     - 26 -

<PAGE>






3.  PROPERTY, PLANT AND EQUIPMENT 
                                                            1997         1996
                                                          --------    --------

Land . . . . . . . . . . . . . . . . . . . .              $ 26,509    $ 24,458
Buildings and improvements . . . . . . . . .               137,758     124,590
Equipment. . . . . . . . . . . . . . . . . .               233,775     198,384
Leasehold improvements . . . . . . . . . . .                 1,472       1,016
Construction in progress . . . . . . . . . .                20,709      18,030
                                                            ------      ------
                                                           420,223     366,478
Less accumulated depreciation . . . . . . . .              132,777     113,881
                                                           -------     -------

                                                          $287,446    $252,597


4.  OTHER ASSETS
                                                             1997        1996
                                                          --------    --------

Goodwill  . . . . . . . . . . . . . . . . . .             $ 58,004    $ 57,962
Service contracts . . . . . . . . . . . . . .               62,240      61,329
Non-compete and consulting agreements . . . .               43,970      47,175
                                                            ------      ------
                                                           164,214     166,466
Less accumulated amortization . . . . . . . .               54,403      55,630
                                                            ------      ------
                                                           109,811     110,836
Other . . . . . . . . . . . . . . . . . . . .                8,591       7,827
                                                          --------    --------
                                                          $118,402    $118,663

5.  LONG-TERM DEBT
                                                             1997       1996
                                                           -------    --------

Secured term notes due through
  2003 at an average rate of 6.43%. . . . . .             $ 35,390    $ 37,351
Unsecured term notes due through
  2002 at an average rate of 7.21%. . . . . .               35,714      38,571
Unsecured notes due through 2009 at an
  average rate of 6.07% . . . . . . . . . . .               28,235      29,055
Unsecured revolving note due in 2000
  at a rate of 5.94%. . . . . . . . . . . . .               10,000      10,000
Industrial development revenue bonds due
  through 2006 at an average rate of 5.25%. .                6,679       7,202
Other long-term obligations . . . . . . . . .                2,172       2,337
                                                          --------    --------
                                                           118,190     124,516
Less amounts due within one year. . . . . . .                6,733       6,592
                                                          --------    --------

                                                          $111,457    $117,924


     Debt in the amount of $44,110 is secured by assets with a carrying value of
$49,445  at May 31,  1997,  and  letters  of  credit in the  amount of  $10,754.
Maturities  of  long-term  debt  during the five years  ending May 31, 2002 are:
$6,733, $33,820, $33,976, $5,379 and $7,407, respectively.  At May 31, 1997, the
fair value of the Company's outstanding debt approximates its carrying value.

     Interest  expense is net of  capitalization  of $551, $435 and $638 for the
years ended May 31, 1997,  1996 and 1995,  respectively.  Interest  paid, net of
amount  capitalized,  was $8,446,  $9,532 and $7,453 for the years ended May 31,
1997, 1996 and 1995, respectively.

                                     - 27 -

<PAGE>

6.  LEASES

     The Company conducts certain  operations from leased  facilities and leases
certain  equipment.  Most leases contain renewal options for periods from one to
ten years. The lease agreements  provide for increases in rentals if the options
are exercised  based on increases in certain price level factors or  prearranged
increases.  The minimum rental  payments for the five years ending May 31, 2002,
are: $4,496, $3,835, $3,066, $2,431 and $2,131, respectively. Rent expense under
operating  leases  during  the  years  ended  May 31,  1997,  1996  and 1995 was
approximately $5,570, $4,470 and $4,423, respectively.

7.  INCOME TAXES
                                                 1997         1996       1995
                                                 ----         ----       ----
Income taxes consist of the
 following components:

Current:

        Federal . . . . . . . . . . . . .      $41,071     $35,001   $29,787
        State and local . . . . . . . . .        6,378       5,746     5,389
                                               -------     -------   -------
                                                47,449      40,747    35,176
Deferred  . . . . . . . . . . . . . . .          8,329       6,300     3,042
                                               -------     -------   -------

                                               $55,778     $47,047   $38,218
                                               =======     =======   =======

     Reconciliation  of income tax expense using the  statutory  rate and actual
income tax expense is as follows:

   Income taxes at the U.S. federal
   statutory rate  . . . . . . . . .          $51,317     $42,781   $35,336
   State and local income taxes, net
   of federal benefit. . . . . . . .            4,902       4,239     3,659
   Non-taxable income earned . . . .           (1,048)       (599)     (599)
   Tax credits . . . . . . . . . . .             (206)       (216)     (395)
   Other . . . . . . . . . . . . . .              813         842       217
                                              -------     -------    ------

                                              $55,778     $47,047   $38,218
                                              =======     =======   =======

     The  components of deferred  income taxes included on the balance sheets at
May 31, 1997, 1996 and 1995, are as follows:

Deferred tax assets:                                 1997          1996    1995
                                                     ----          ----    ----
        Employee benefits . . . . . . .            $ 5,818     $ 6,936   $ 6,450
        Allowance for bad debts and
          other . . . . . . . . . . . .              7,496       5,821     6,009
                                                     -----       -----     -----
                                                    13,314      12,757    12,459
Deferred tax liabilities:
        In-service inventory. . . . . .             41,022      36,348    32,627
        Depreciation  . . . . . . . . .             21,083      17,682    15,104
        Other . . . . . . . . . . . . .              5,957       4,945     4,646
                                                     -----       -----     -----
                                                    68,062      58,975    52,377
                                                    ------      ------    ------

Net deferred tax liability  . . . . .              $54,748     $46,218   $39,918
                                                   =======     =======   =======

     Income taxes paid were $45,207, $40,817 and $35,362 for the years ended May
31, 1997, 1996 and 1995, respectively.

                                          - 28 -

<PAGE>


8.  ACQUISITIONS

     Information relating to the acquisitions of uniform rental businesses which
were accounted for as purchases is as follows:

                                                    1997           1996     1995
                                                    ----           ----     ----

        Number of acquisitions . . . . .                17           3        12
        Fair value of assets acquired. .           $12,845      $2,407   $52,684
        Liabilities assumed and
          incurred . . . . . . . . . . .             2,499         100     2,589
                                                   -------      ------   -------
        Total cash paid for
          acquisitions . . . . . . . . .           $10,346      $2,307   $50,095
                                                   =======      ======   =======


     On February 13, 1995, the Company acquired 80% of the outstanding  stock of
Cadet Uniform  Services,  Ltd., a prominent  uniform  rental company in Toronto,
Ontario,  for approximately  $41 million which was financed through  borrowings.
The purchase increased the Company's ownership from 20% to 100%.

     The results of operations from the acquired  businesses are included in the
consolidated  statements of income from the dates of acquisition.  The unaudited
pro forma  results  of  operations  for the years  ended May 31,  1997 and 1996,
assuming the  acquisitions had occurred on June 1 of each respective year, would
be approximately as follows:

                                                     1997          1996
                                                     ----          ----

        Revenues . . . . . . . . . . .             $845,632    $740,118
        Net income . . . . . . . . . .             $ 91,127    $ 75,298
        Earnings per share . . . . . .                $1.91       $1.60

     The  unaudited  pro  forma  results  of  operations  are  not   necessarily
indicative  of the actual  operating  results  that would have  occurred had the
acquisitions  been  consummated on June 1 of each  respective  fiscal year or of
future operating results of the combined companies.

     The Company acquired four businesses in fiscal 1997 in exchange for 879,048
shares of common stock.  These  acquisitions have been accounted for as poolings
of  interest.  The  results  of  these  operations  are  not  material  and  the
accompanying consolidated financial statements have not been restated.

9.  CINTAS PARTNERS' PLAN

     The Cintas Partners' Plan (the Plan) is a  non-contributory  profit sharing
plan and ESOP for the benefit of Company  employees who have  completed one year
of  service.   The  Plan  also  includes  a  401(k)  savings  feature   covering
substantially all employees.  The amount of contributions to the  profit-sharing
plan and ESOP, as well as the matching  contribution to the 401(k),  are made at
the  discretion  of the Company.  Total  contributions,  including the Company's
matching  contributions,  were $7,331, $6,188 and $4,956 for the years ended May
31, 1997, 1996 and 1995, respectively.

                                     - 29 -

<PAGE>

10.  STOCK OPTIONS

     Under a stock  option  plan  adopted  by the  Company in fiscal  1993,  the
Company may grant  officers and key employees  incentive  stock  options  and/or
non-qualified  stock options to purchase an aggregate of 2,300,000 shares of the
Company's  common  stock.  Options are  granted at the fair market  value of the
underlying common stock on the date of grant and generally become exercisable at
the rate of 20% per year  commencing  five  years  after  grant,  so long as the
holder remains an employee of the Company.

     The  information  presented in the following table relates to stock options
granted and outstanding  under either the plan adopted in fiscal 1993 or under a
similar plan which expired in June 1993.  

                                                                  Weighted Avg.
                                                     Shares       Exercise Price
                                                   ---------      --------------

Outstanding May 31, 1994 (363,671 shares
  exercisable) . . . . . . . . . . . . .           1,424,584         $15.97

Granted  . . . . . . . . . . . . . . . .             263,700          32.48
Cancelled  . . . . . . . . . . . . . . .             (99,030)         20.10
Exercised  . . . . . . . . . . . . . . .            (219,515)          6.72
                                                    ---------        
Outstanding May 31, 1995 (281,359
  shares exercisable)  . . . . . . . . .           1,369,739          20.32

Granted  . . . . . . . . . . . . . . . .             313,750          39.34
Cancelled  . . . . . . . . . . . . . . .             (28,420)         24.30
Exercised  . . . . . . . . . . . . . . .            (242,623)         12.95
                                                    ---------        
Outstanding May 31, 1996 (198,006
  shares exercisable)  . . . . . . . . .           1,412,446          25.73

Granted  . . . . . . . . . . . . . . . .             390,050          51.77
Cancelled  . . . . . . . . . . . . . . .             (63,200)         29.65
Exercised  . . . . . . . . . . . . . . .            (136,030)         11.65
                                                    ---------        
Outstanding May 31, 1997 (180,336
  shares exercisable)  . . . . . . . . .           1,603,266         $33.11
                                                   =========          =====

     The following table summarizes  information about stock options outstanding
at May 31, 1997.

                                 Outstanding Options       Exercisable Options

                                   Average     Weighted                Weighted
Range of                          Remaining    Average                  Average
Exercise              Number      Contract     Exercise    Number       Exercise
  Price             Outstanding     Life        Price    Exercisable     Price
- --------------      -----------   ---------    -------   -----------    --------
$8.17 - $13.33        147,366       1.4        $10.90      100,806      $10.48
21.38 -  31.88        729,000       5.4         25.13       73,780       19.48
33.50 -  43.25        331,950       7.9         38.38        5,750       37.90
48.75 -  62.00        394,950       9.2         51.68         --           --
                    ---------      ----        ------      -------      -------
$8.17 - $62.00      1,603,266       6.5        $33.11      180,336      $15.03
                    =========       ===        ======      =======      ======



                                          - 30 -

<PAGE>



     At May 31, 1997,  3,542,000  shares of common stock are reserved for future
issuance.

     Pro forma earnings  amounts,  prepared under the assumption  that the stock
options  granted in fiscal 1997 and 1996 were  accounted for based on their fair
value as determined under SFAS No. 123, Accounting for Stock-Based Compensation,
are not  materially  different  than reported  earnings  amounts.  The effect of
applying SFAS No. 123 on fiscal 1997 and 1996 is not  necessarily  indicative of
the  effect  on future  years.  SFAS No.  123 does not apply to awards  prior to
fiscal 1996 and additional awards in future years are anticipated.

11.  QUARTERLY FINANCIAL DATA (UNAUDITED)

     The  following  is a summary of the results of  operations  for each of the
quarters within the years ended May 31, 1997 and 1996:

                                       First    Second      Third     Fourth
May 31, 1997                         Quarter    Quarter    Quarter    Quarter
- ------------                         -------    -------    -------    -------

Revenues from rentals
  and sales ...............         $192,786    208,568    209,952    228,643
Gross profit ..............         $ 78,239     83,871     84,599     92,581
Net income ................         $ 19,697     22,698     22,454     25,991
Earnings per share ........         $   0.42       0.48       0.47       0.54
Weighted average
  number of shares 
  outstanding (000's)......           47,266     47,419     47,584     48,258
                                  
May 31, 1996                      
- ------------

Revenues from rentals
  and sales ...............         $170,343    182,369    182,977    194,441
Gross profit ..............         $ 69,256     72,959     73,122     77,983
Net income ................         $ 16,288     18,847     18,524     21,524
Earnings per share ........         $   0.35       0.40       0.39       0.46
Weighted average
  number of shares
  outstanding (000's)......           47,033     47,053     47,122     47,190
                            

                                     - 31 -

<PAGE>


                            REPORT OF AUDIT COMMITTEE

     The Audit  Committee (the  Committee) of the Board of Directors is composed
of three  independent  directors.  The Committee,  which held two audit meetings
during fiscal 1997, oversees the Company's financial reporting process on behalf
of the Board of Directors.

     In fulfilling its responsibility, the Committee recommended to the Board of
Directors  the selection of the Company's  independent  auditors.  The Committee
discussed with the independent  auditors the overall scope and specific plan for
their audits. The Committee also discussed the Company's  consolidated financial
statements and the adequacy of the Company's system of internal control.

     The  Committee  meets  with the  Company's  independent  auditors,  without
management  present, to discuss the results of their evaluation of the system of
internal control and the overall quality of the Company's  financial  reporting.
The meetings  are designed to  facilitate  any private  communications  with the
Committee desired by the independent auditors.

Roger L. Howe, Chairman
Audit Committee
July 3, 1997



                               REPORT OF ERNST & YOUNG LLP,
                                   INDEPENDENT AUDITORS

The Board of Directors
Cintas Corporation

        We have audited the accompanying  consolidated  balance sheets of Cintas
Corporation as of May 31, 1997 and 1996, and the related consolidated statements
of income,  shareholders'  equity and cash flows for each of the three  years in
the period ended May 31, 1997. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

        We conducted our audits in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

        In our  opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the consolidated financial position of Cintas
Corporation  at May 31,  1997 and  1996,  and the  consolidated  results  of its
operations  and its cash flows for each of the three  years in the period  ended
May 31, 1997, in conformity with generally accepted accounting principles.

Cincinnati, Ohio
July 3, 1997

                                          - 32 -

<PAGE>


                               CINTAS CORPORATION
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

FISCAL 1997 COMPARED TO FISCAL 1996

     Fiscal 1997 marked  another year of  uninterrupted  growth for the Company.
Total  revenues  were $840  million,  an increase of 15% over fiscal  1996.  Net
income of $91 million and earnings per share of $1.91  represented  increases of
21% and 19%,  respectively,  over the prior  fiscal  year.  Net rental  revenues
increased 14%, primarily due to growth in the customer base. Fiscal 1997 had two
less  workdays  than fiscal 1996.  Net sales  revenues  increased 24% - sales in
existing  operations  increased  18%,  while  acquisitions   accounted  for  the
remaining growth. Return on equity of 19% was comparable with the prior year.

     Income before taxes  increased 20% to $147  million.  Net interest  expense
decreased $3 million primarily due to an increase in interest income (related to
a higher  level of cash  and  marketable  securities  on hand)  combined  with a
decrease in interest  expense  (related to a lower amount of long-term  debt and
improved interest rates). The Company's  effective tax rate was 38% in both 1997
and 1996.

     Cash, cash equivalents and marketable  securities increased by $20 million,
primarily due to strong cash flow from  operations.  The cash, cash  equivalents
and  marketable  securities  will be used to  finance  future  acquisitions  and
capital expenditures. Marketable securities consist primarily of municipal bonds
and federal government securities.

     Accounts  receivable   increased  $17  million  due  to  sales  growth  and
acquisitions made during the year.  Inventories  increased $8 million due to new
and expanded  product lines for rental and catalog  customers,  as well as first
aid product lines.

     Net property, plant and equipment increased by $35 million. In fiscal 1997,
the Company  completed  construction  on four new uniform  rental  facilities to
accommodate growth in rental  operations.  At May 31, 1997, the Company had five
uniform rental facilities in various stages of construction.

FISCAL 1996 COMPARED TO FISCAL 1995

     During fiscal 1996,  total  revenues were $730 million,  net income was $75
million  and  earnings  per  share  was  $1.60,  increasing  19%,  20% and  19%,
respectively.  Net rental  revenues  increased 19%.  Revenues in existing rental
operations increased 15% while acquisitions  accounted for the remaining growth.
Net sales revenues  increased 17%.  Return on equity of 19% was comparable  with
the prior year.

     Income before taxes  increased 21% to $122  million.  Net interest  expense
increased  $1 million  primarily  due to an increase in the amount of  long-term
debt associated with the acquisition of Cadet Uniform Services,  Ltd., in fiscal
1995. The Company's effective tax rate was 38% in both 1996 and 1995.

     Cash, cash equivalents and marketable  securities  increased by $37 million
primarily due to strong cash flow from  operations.  The cash, cash  equivalents
and  marketable  securities  will be used to  finance  future  acquisitions  and
capital expenditures. Marketable securities consist primarily of municipal bonds
and federal government securities.

     Inventories  decreased $2 million as the Company  focused on improving  the
efficiency of its distribution operations while still maintaining service levels
for anticipated growth.

                                          - 33 -

<PAGE>


     Net property, plant and equipment increased by $25 million. In fiscal 1996,
the Company  constructed two new uniform rental facilities to accommodate growth
in rental operations.

FINANCIAL CONDITION

     At May 31, 1997, the Company had $103 million in cash, cash equivalents and
marketable securities.  The Company's investment policy pertaining to marketable
securities  is   conservative.   Preservation  of  principal  while  earning  an
attractive  yield are the criteria used in making  investments.  Working capital
increased  $45 million to $240  million due  primarily  to the increase in cash,
cash equivalents, marketable securities, accounts receivable and inventories.

     Capital  expenditures  for fiscal  1997  totaled $68  million.  The Company
continues to reinvest  profits into land,  buildings  and  equipment in order to
expand  capacity  for  future  growth.  The  Company  anticipates  that  capital
expenditures for fiscal 1998 will approximate $65 million.

     The Company's percentage of debt to total capitalization was 19% at May 31,
1997, versus 23% at May 31, 1996.

     During the year,  the Company  paid  dividends  of $14 million or $0.30 per
share. This dividend is an increase of 20% over that paid in fiscal 1996.

INFLATION AND CHANGING PRICES

     Management  believes  inflation  has  not  had a  material  impact  on  the
Company's financial condition or a negative effect on operations.

                                     - 34 -

<PAGE>

DIRECTORS AND OFFICERS

BOARD OF DIRECTORS

GERALD V. DIRVIN
RETIRED EXECUTIVE VICE PRESIDENT
AND DIRECTOR OF THE PROCTER & GAMBLE
COMPANY

RICHARD T. FARMER
CHAIRMAN OF THE BOARD
OF THE CORPORATION

SCOTT D. FARMER
PRESIDENT & CHIEF OPERATING OFFICER
OF THE CORPORATION

JAMES J. GARDNER
RETIRED VICE PRESIDENT
OF THE CORPORATION

ROGER L. HOWE
CHAIRMAN OF THE BOARD
OF U.S. PRECISION LENS, INC.

DONALD P. KLEKAMP
SENIOR PARTNER OF KEATING, MUETHING
& KLEKAMP

ROBERT J. KOHLHEPP
CHIEF EXECUTIVE OFFICER
OF THE CORPORATION

JOHN S. LILLARD
RETIRED CHAIRMAN-FOUNDER OF JMB
INSTITUTIONAL REALTY CORPORATION


CORPORATE OFFICERS

RICHARD T. FARMER
CHAIRMAN OF THE BOARD

ROBERT J. KOHLHEPP
CHIEF EXECUTIVE OFFICER

SCOTT D. FARMER
PRESIDENT & CHIEF OPERATING OFFICER

ROBERT R. BUCK
SENIOR VICE PRESIDENT & PRESIDENT - 
UNIFORM RENTAL DIVISION

DAVID T. JEANMOUGIN
SENIOR VICE PRESIDENT & SECRETARY

WILLIAM C. GALE
VICE PRESIDENT & CHIEF FINANCIAL OFFICER

KAREN L. CARNAHAN
VICE PRESIDENT & TREASURER

                                     - 35 -

<PAGE>

OPERATING & STAFF OFFICERS

BRUCE L. BURGESS
VICE PRESIDENT

JAMES A. CAIN
VICE PRESIDENT
MIDWEST RENTAL GROUP

JAMES (JAY) CASE
VICE PRESIDENT
SOUTHWEST RENTAL GROUP

JAMES V. CRITCHFIELD
VICE PRESIDENT
NORTHCENTRAL RENTAL GROUP

WILLIAM L. CRONIN
VICE PRESIDENT
NORTHEAST RENTAL GROUP

MICHAEL P. GABURO
VICE PRESIDENT
CLEANROOM DIVISION

ARNOLD GEDMINTAS
VICE PRESIDENT
CANADIAN RENTAL GROUP

WILLIAM W. GOETZ
VICE PRESIDENT
MARKETING & MERCHANDISING

LARRY A. HARMON
VICE PRESIDENT
HUMAN RESOURCES

J. PHILLIP HOLLOMAN
VICE PRESIDENT
RESEARCH & DEVELOPMENT

JOHN S. KEAN III
SENIOR VICE PRESIDENT
SOUTHCENTRAL RENTAL GROUP

JAMES J. KRUPANSKY
VICE PRESIDENT
WESTERN RENTAL GROUP

JOHN W. MILLIGAN
VICE PRESIDENT
GREAT LAKES RENTAL GROUP

ROBERT A. OSWALD
VICE PRESIDENT

DAVID POLLAK, JR.
VICE PRESIDENT
FIRST AID & SAFETY DIVISION

WILLIAM L. PRATT
VICE PRESIDENT
MANUFACTURING & SOURCING

RODGER V. REED
VICE PRESIDENT
NATIONAL ACCOUNT DIVISION

BRUCE E. ROTTE
VICE PRESIDENT
SOUTHEAST RENTAL GROUP

G. THOMAS THORNLEY
VICE PRESIDENT
MANAGEMENT INFORMATION SYSTEMS

                                     - 36 -

<PAGE>



SHAREHOLDER INFORMATION

EXECUTIVE OFFICES                          10-K REPORT

Cintas  Corporation                        A   copy  of  the  Form 10-K  annual
6800 Cintas Boulevard                      report  filed  with  the  Securities
P.O. Box 625737                            and Exchange Commission for the year
Cincinnati,  Ohio  45262-5737              ended  May 31, 1997, is available at
                                           no  charge  to shareholders.  Direct
AUDITORS                                   requests in writing for  this report
                                           or other information to:            
Ernst & Young LLP       
1300 Chiquita Center                       William C. Gale
250 East Fifth Street                      Vice President & 
Cincinnati, Ohio  45202                    Chief Financial Officer
                                           Cintas Corporation
MARKET FOR REGISTRANT'S COMMON STOCK       6800 Cintas Boulevard
                                           P.O. Box 625737
Cintas Corporation Common Stock is         Cincinnati, Ohio  45262-5737
traded on the NASDAQ National Market       (513) 459-1200
System.  The symbol is CTAS.         
                                          INFORMATION INTERNET ADDRESS
REGISTRAR AND TRANSFER AGENT   
                                          Visit us at our web site at
The Fifth Third Bank                      http://www.cintas-corp.com
Corporate Trust Services       
Mail Drop 1090F5-4129                     SECURITY HOLDER INFORMATION
38 Fountain Square Plaza       
Cincinnati, Ohio  45263                   At May 31, 1997, there  were  approxi-
(513) 579-5320                            mately 1,700  shareholders  of  record
(800) 837-2755                            of  the  Corporation's  Common  Stock.
                                          The Company believes that  this repre-
ANNUAL MEETING                            sents  approximately 16,000 beneficial
                                          owners.
October 22, 1997      
6800 Cintas Boulevard 
Cincinnati, Ohio      
10:00 a.m.            
                      

     The following table shows the high and low closing prices by quarter during
the last two fiscal years.

             FISCAL 1997                               FISCAL 1996
  -------------------------------        ------------------------------------ 
                                                           
  Quarter ended       High    Low        Quarter ended       High       Low 
  -------------     ------ --------      -------------      ------    ------- 
  May 1997          64 3/8   51          May 1996           56        47    
  February 1997     62 1/4   53          February 1996      50 1/2    41 3/4 
  November 1996     63 1/2   54          November 1995      48        37 1/2 
  August 1996       56       49 1/4      August 1995        40 3/8    33 1/2 
                                                         

                                     - 37 -

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>4
<DESCRIPTION>SUBSIDIARIES OF THE REGISTRANT
<TEXT>



                                   EXHIBIT 21

                           SUBSIDIARIES OF REGISTRANT


                                                              STATE/PROVINCE OF
           NAME                                               INCORPORATION
- ---------------------------------                             -----------------

Cintas Corporation - East Coast                               Massachusetts

Cintas Corporation - Ohio                                     Ohio

Cintas Corporation No. 1                                      Ohio

Cintas Corp. No. 5                                            Michigan

Cintas Corp. No. 13                                           Pennsylvania

Cintas Corporation No. 41                                     Maryland

Cintas Sales Corporation                                      Ohio

Cintas Corp. No. 45                                           North Carolina

Corporate Business Services, Inc.                             Illinois

Cintas - R.U.S., Inc.                                         South Carolina

Cintas Cleaning Services, Inc.                                Ohio

Cintas Executive Services, Inc.                               Nevada

Cadet Uniform Services Limited                                Ontario, Canada

Cintas Investment Corp.                                       Ontario, Canada

910946 Ontario, Inc.                                          Ontario, Canada

Respond Industries, Inc.                                      Colorado

American First Aid Company                                    Maryland

1202327 Ontario, Inc.                                         Ontario, Canada

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>



 Exhibit 23
                         CONSENT OF INDEPENDENT AUDITORS


We consent to the  incorporation by reference in this Annual Report on Form 10-K
of Cintas  Corporation  of our report  dated July 3, 1997,  included in the 1997
Annual Report to Shareholders of Cintas Corporation.

Our audits also included the financial  statement schedule of Cintas Corporation
listed in Item 14(a).  This  schedule  is the  responsibility  of the  Company's
management.  Our responsibility is to express an opinion based on our audits. In
our opinion, the financial statement schedule referred to above, when considered
in relation to the basic financial statements as a whole, presents fairly in all
material respects the information set forth therein.

We also consent to the incorporation by reference in the Registration  Statement
Number 33-56623 on Form S-8 pertaining to the Partners'  Plan, the  Registration
Statement  Number  33-23228 on Form S-8 pertaining to the Incentive Stock Option
Plan and  Registration  Statement  Number 33-71124 on Form S-8 pertaining to the
1990  Directors  Plan and 1992 Stock  Option  Plan,  of our report dated July 3,
1997,  with  respect  to  the  financial   statements  and  schedule  of  Cintas
Corporation incorporated by reference in this Annual Report on Form 10-K for the
year ended May 31, 1997.



                                                      Ernst & Young LLP

Cincinnati, Ohio
August 27, 1997

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>6
<DESCRIPTION>FDS --CINTAS CORPORATION
<TEXT>

<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                              MAY-31-1997
<PERIOD-END>                                   MAY-31-1997
<CASH>                                         14,221,000
<SECURITIES>                                   88,655,000
<RECEIVABLES>                                  97,982,000
<ALLOWANCES>                                   2,821,000
<INVENTORY>                                    155,920,000
<CURRENT-ASSETS>                               355,975,000
<PP&E>                                         420,223,000
<DEPRECIATION>                                 132,777,000
<TOTAL-ASSETS>                                 761,823,000
<CURRENT-LIABILITIES>                          116,131,000
<BONDS>                                        0
<PREFERRED-MANDATORY>                          0
<PREFERRED>                                    0
<COMMON>                                       45,039,000
<OTHER-SE>                                     467,337,000
<TOTAL-LIABILITY-AND-EQUITY>                   761,823,000
<SALES>                                        100,742,000
<TOTAL-REVENUES>                               839,949,000
<CGS>                                          84,062,000
<TOTAL-COSTS>                                  500,695,000
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             7,970,000
<INCOME-PRETAX>                                146,618,000
<INCOME-TAX>                                   55,778,000
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   90,840,000
<EPS-PRIMARY>                                  1.91
<EPS-DILUTED>                                  0
        


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----