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January 31, 2005

Robert S. Littlepage, Jr.

Assistant Chief Accountant

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 0407

Washington, D.C. 20549

    Re:
    G&K Services, Inc.

Form 10-K for the fiscal year ended July 3, 2004

File No. 0-04063

Dear Mr. Littlepage:

We have reviewed your letter of December 17, 2004 and have prepared the following responses to your
comments. To facilitate your review, we have included in this letter your original comments
followed by our responses, which have been numbered to correspond to your letter. In addition, a
copy of your letter is attached.

Form 10-K for the fiscal year ending July 3, 2004

Note 1, Summary of Significant Accounting Policies, Page F-6

    Goodwill, Intangible and Long-Lived Assets, page F-7

    1.
    Please expand your disclosure so that it is clear how you distinguish in your
accounting between acquired customer contract intangible assets and acquired customer
relationship intangible assets, and advise us. Refer to paragraphs A19 – A21 of SFAS
141 and paragraph 11 of EITF 02-17. Also, tell us if you account for each acquired
customer contract as a separate intangible asset.

    In response to your request to expand our disclosure in our accounting between acquired
customer contract intangible assets and acquired customer relationship intangible
assets, we provide the following:

    *
    G&K provides rental services and direct sale products to approximately
160,000 businesses across North America. As one of the largest providers of
service in this industry, we have a wide variety of customers that vary from
small businesses to large nationally based organizations.

    *
    It is our practice, and the practice within our industry, to establish
relationships with our customers through written service agreements. Most,

    but not all, customers have signed written service agreements. These
agreements normally have a term of three to five years and are automatically
renewable unless terminated within a specific period of time prior to
expiration of any term. As such, we assign value to all acquired customers,
whether or not an agreement is in existence at the date of acquisition. Our
basis in reaching this conclusion is paragraph 8 of EITF 02-17 that states if
an entity has a practice of establishing contracts with its customers,
regardless of whether a contract is in existence at the date of acquisition,
those relationships would arise from a contractual right.

    *
    Businesses that we have acquired are primarily family owned, small local
providers of rental services to small and medium sized customers. Their
customer bases are similar to ours and the services and products they offer are
largely the same as ours. After acquisition this does not change and the
businesses are operated largely in the same fashion as before acquisition. In
evaluating each acquired customer base, we have concluded that the value we
purchase lies in the combined value of the written service agreements and the
related customer relationship. There is no significant separate value in any
customer relationships. We believe that this conclusion is consistent with
paragraph 11 of EITF 02-17 that states that customer contracts and the related
customer relationships “may” represent two distinct intangible assets. As such,
we have not allocated any value separately to customer relationships.

    *
    We will in future filings expand our disclosure so that our accounting for
customer related intangibles is clearer.

    Also, in response to your request to tell you if we account for each acquired
customer contract as a separate intangible asset, we provide the following:

    *
    As stated above, G&K and the companies we acquire provide rental services
and direct sales products to a significant number of small to medium sized
customers (most acquisitions involve well over 1,000 customer relationships).

    *
    Also as stated above, we assign intangible value to all customer contracts
and related customer relationships. The value is determined using discounted
cash flow and earnings models. Reliable cash flow and earnings information is
not available for individual customers or groups of customers. This
information is only available at the company level. As such, it is not
possible to evaluate and assign intangible value to each customer contract and
related customer relationship separately. Our practice has been to assign the
value through pooling the customer contracts and related customer
relationships by acquisition.

    2.
    We note you amortize acquired customer contracts and related customer
relationships over the terms of the respective agreements or estimated average life

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    of the account, primarily 5 to 11 years. Disclose your amortization methodology for
each asset type and advise us. If you are amortizing customer contracts or customer
relationships on a straight-line basis, please justify this policy to us. Refer to the
guidance in paragraph 12 of SFAS 142 and tell us how your amortization policy is
consistent with the pattern in which economic benefits of the intangible assets are
consumed or otherwise used up.

    3.
    In regard to the above comments, we believe you should account for each
acquired customer contract on an individual basis. This model would allow the company
to use straight-line amortization over the expected life but would require that amounts
pertaining to terminated contracts be written off at the time the contracts are
terminated. The company could pool the contracts for bookkeeping purposes, but the
expected life determination and the impairment analysis would need to be performed at
the individual contract level.

    4.
    If management believes the implementation of this model to be impracticable, we
would not object to the company assigning each contract to a pool of sufficiently
homogeneous contracts and the asset accounted for in the financial records would be the
pool, not the contract. This method would require the use of an accelerated
amortization method to reflect the greater revenue earning power during the earlier
years of the pool’s life. The expected life determination and the impairment analysis
would be performed at the pool level, and thus, no specific write-offs for terminated
contracts would be necessary.

    5.
    Similarly, it appears you should amortize for your customer relationship
intangible assets using an accelerated method since the economic benefits to be
realized from this asset will diminish over time as your relationships with customers
terminate. Please revise your financial statements accordingly or advise us.

    As Comments 2 – 5 represent a series of questions related to the amortization of
customer related intangibles, we provide the following combined response:

    You noted that we amortize acquired customer contracts and related customer
relationships primarily over 5-11 years. We offer the following clarification:

    *
    We amortize non-competition agreements and acquired customer contracts and
related customer relationships over the terms of the agreements or the estimated
average life of an account, respectively. The periods used, primarily 5-11
years, is the range for the combined classes of intangibles. Customer contracts
and the related customer relationships are amortized over the estimated average
life, primarily 10-11 years. As set forth in Comment No. 1, customer
contracts and the related customer relationships do not have separate values.
Non-competition agreements are amortized over the term of the agreement which
for most of our acquisitions has been 5-7 years. We will in future filings
clarify this disclosure.

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    As set forth in our response to Comment No. 1, our business model is based on services
provided to over 160,000 small to medium businesses under signed service agreements.
Most of our acquisitions involve well over 1,000 customer relationships and are valued
using discounted cash flow and earnings models. The discrete information used to
develop these models is only available at the company level, not the customer contract
level. We therefore have chosen to pool acquired customer contracts in order to assign
intangible value. As the valuation model is at the company level, we are unable to
allocate value to multiple pools of homogenous contracts. The use of multiple
homogenous pools would also not be practical for the following reasons:

    *
    There are a variety of contract terms including original length of term,
remaining term and number of past renewals

    *
    Estimates for renewal and turnover rates vary by industry and customer

    *
    We provide our customers with a wide variety of products and pricing

    *
    We provide services to a wide variety of customers by both size and location

    The number and variety of customer characteristics that impact current and future
expectations related to the customer contracts makes any pooling of homogenous contracts
not meaningful or practical.

    With respect to how our amortization policy is consistent with the pattern in which
economic benefit of the intangible assets are consumed or otherwise used up, we would
like to address both pre- and post-SFAS 142 adoption assets. As of July 3, 2004, we
reported $41,151,000 of customer contracts and related customer relationships, net. Of
this amount, $21,508,000 (net) is related to acquisitions completed prior to our
adoption of SFAS 142 and $19,643,000 (net) related to acquisitions completed after our
adoption of SFAS 142. As it relates to assets acquired prior to the adoption of SFAS
142 , we offer the following information:

    *
    Prior to SFAS 142, we accounted for our intangible assets according to APB
17. As stated in paragraph 30, the board concluded that the straight-line
method of amortization should be applied unless a company demonstrated another
systematic method is more appropriate.

    *
    In July 1997, G&K completed a significant acquisition of certain business
assets of National Linen Services. Customer related intangibles from this
transaction represent over 75% of the total gross customer intangibles acquired
by us prior to the adoption of SFAS 142. In support of the accounting for this
acquisition, we engaged a third party to provide valuation services related to
the intangible assets. The valuation report provided us with both a value for
our customer contracts and related customer relationships and a remaining useful
life. This report did not provide any information or suggest to us in any
manner that there would be any systematic method of amortization that would be
more appropriate than straight-line. Based on this information and our
analysis, we concluded that a straight-line method of amortization over the
remaining average useful life of the asset would be appropriate.

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    *
    Other transactions prior to the adoption of SFAS 142 were similarly
evaluated.

    *
    Upon adoption of SFAS 142, we reviewed previously recorded intangible assets
according to Paragraph 53. We concluded that the useful lives of the previously
recorded intangible assets were reasonable using the guidance of Paragraph 11.
We also reconfirmed that these assets were properly accounted for under the then
current guidance of APB 17.

    For post SFAS 142 adoption assets, we analyzed our amortization policy to determine if
it was consistent with the pattern in which economic benefits are consumed or otherwise
used up and we offer the following information.

    *
    A common metric tracked by G&K is the overall level of customer losses. Our
consolidated customer losses run around 7-8% annually.

    *
    The length of time any individual customer has been with G&K is not
consistently maintained within our information systems. We do however have
evidence that these relationships can last beyond 10 years. In fact, some
customer relationships last as long as 30 years. This evidence includes:

    i.
    Anecdotal information from our tenured
management and service personnel.

    ii.
    In 2002, a lifing analysis was prepared by an
outside appraisal firm. At the core of this analysis was our customer
retention information. This analysis has been used in the discounted
cash flow models used to determine customer contract value.

    iii.
    A review of customer service information that
had been collected in several of our more mature locations.

    In reviewing this information in the past, we have concluded that customer
relationships can last as long as 30 years and the average service life of a
customer is 10-11 years.

    *
    We have found that most of the businesses we acquired did not maintain
reliable information on the length of individual customer relationships. In
addition, after we acquire a business, the customers are intermingled with G&K’s
customers and are not tracked separately moving forward. As a result, we have
used our customer average service life and retention information to establish
methods for amortizing customer related intangibles.

    *
    In developing our amortization policy, we considered the following:

    i.
    Customer relationships can last as long as 30
years, but have an average service life of 10-11 years.

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    ii.
    The immediate intermingling of customers
impedes our ability to track and evaluate customer related intangibles
for potential impairment. The longer the life, the greater impairment
of our ability.

    iii.
    Our industry commonly uses average service
lives to amortize customer related intangibles.

    Based on the above, we concluded that our amortization policy should be
reflective of our estimated average customer service lives. By selecting a
10-11 year life, we have accomplished this. By selecting a straight line
method for amortization, we have a method of amortization that will result in
amortizing our customer intangibles in a manner consistent with the economic
benefits of the intangible. We reach this second conclusion by comparing
potential results using a 10 year straight line method with those of a 30
year accelerated method of amortization. While the two methods result in
largely the same results in the first two years of the asset life, the 10
year straight line method results in an acceleration of amortization in the
last eight years of the asset life as compared to a 30-year accelerated
amortization method.

    While we have evidence of customer relationships lasting up to 30 years, we
are not completely comfortable we have the historical information or that we
would be able to track the acquired customers over a 30-year period.
Accordingly, we believe a 10-11 year straight line method of amortization
which is consistent with our average customer service life was most
appropriate. We also believe this is consistent with paragraph 11 of SFAS
142 which states “If the pattern cannot be reliably determined, a
straight-line amortization method shall be used.”

    As set forth in our response to Comment No. 1, the value we purchased in our
acquisitions relates to the customer contracts and not any additional and separate value
related to customer relationships.

Note 2, Acquisitions, page F-10

    6.
    You are required, pursuant to paragraph 39 of SFAS 141, to record all acquired
identifiable intangible assets at their respective fair values. Disclose and explain
to us, in detail, why the majority of your purchase price for acquisitions consummated
during the past three years and subsequent interim period has been assigned to
goodwill. When responding to this comment, please refer to the list of identifiable
intangible assets in paragraph A14 of SFAS 141 and explain to us why you do not
apparently acquire any marketing related intangible assets, order or production
backlog, licensing or royalty agreements, leases, contracts, or technology based
intangib