SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720         March 5, 2009  Ronald D. Croatti President and Chief Executive Officer Unifirst Corporation 68 Jonspin Road Wilmington, MA 01887 Facsimile: (978) 657-5663
 Re: Unifirst Corporation
  Form 10-K for Fiscal Year Ended August 30, 2008
  Filed November 13, 2008   File No. 000-08504
Dear Mr. Croatti:

We have reviewed your filing and have the following comments.  Except as
indicated in comment two below, you should comply with the remaining comments in
future filings, as applicable.  Please c onfirm in writing that you will do so and also
explain to us how you intend to comply.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanation.     Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations
 Results of Operations

 1. In future filings to the extent that organic growth continues to materially impact revenue levels, please provide additional de tail about the drivers of such growth.
For example, consider explaining and quan tifying the impact of factors such as
customer additions or losses, changes in employment levels at existing customers, changes in product or service mix, and changes in pricing.  These are merely examples.  Refer to Regulation S-K Item 303(a)(3)(iii).

Mr. Ronald D. Croatti
Unifirst Corporation
March 5, 2009 Page 2

 Liquidity and Capital Resources

 2. Please file your Amended Credit Agreement, the Note Agreement, and the 2006 Note Agreement (each as defined in your Form 10-K) as exhibits to your Form
10-K.  Refer to Regulation S-K Item 601(b)(10) and Item 601(b)(4).

Definitive Proxy Statement Incorporated by Reference Into Part III

 Security Ownership of Manageme nt and Principal Shareholders

 3. Please explain to us why you have excl uded shares owned by The Queue Limited
Partnership and The Red Cat Limited Part nership from the ownership percentages
of Mr. Croatti, Ms. Croatti, and Ms. Levenstein, as applicable.  Refer to
Instructions 2 and 5 to Regulation S-K Item 403.  Alternatively, confirm in your
response that you will include these shares  in calculating ownership percentages
in future filings.
 Compensation Discussion and Analysis

 4. We note that annual cash incentive bonus es are based on predetermined revenue,
earnings per share, and customer retention goals.  Please disclose these predetermined goals in future filings to the extent they continue to be material to
your compensation decisions and policies. If  you believe that disclosure of these
goals is not required because it would result in competitive harm such that you may omit this information under Instruction 4 to Item 402(b) of Regulation S-K, please provide in your response letter a detailed explanation of such conclusion.  If you believe you have a sufficient basis to keep the inform ation confidential,
disclose in future filings how diffi cult it would be for you to achieve the
undisclosed goals.  General statements re garding the level of difficulty or ease
associated with achieving the goals are not sufficient.  Provide as much detail as necessary without providing information th at would result in competitive harm.
Refer to Regulation S-K Compliance and Di sclosure Interpretations, Question and
Answer 118.04, available at www.sec.gov/divisions/co rpfin/guidance/regs-
kinterp.htm .

Summary Compensation Table

5. We note that incentive cash payments are disclosed in the Bonus column of your Summary Compensation Table.  Please disclose incentive cash payments in a
Non-equity Incentive Plan Compensation column in future filings.  Refer to
Regulation S-K Compliance and Disclosure  Interpretations, Question and Answer
119.02, available at www.sec.gov/divisions/corpfin /guidance/regs-kinterp.htm
.

*    *    *    *

Mr. Ronald D. Croatti
Unifirst Corporation
March 5, 2009
Page 3

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please file your letter over EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.  In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
Please contact John Harrington, Staff Attorn ey, at (202) 551-3576, or me, at (202)
551-3810, with any other questions.         S i n c e r e l y ,            / s /  L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r