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CORRESP
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May 2, 2005

By EDGAR

Securities and Exchange
Commission
450 Fifth Street, N.W., Mail Stop 0309
Washington, D.C. 20549

Attn:
Joe Kempf, Staff Accountant
              Joe Cascarano, Staff Accountant

Re:
       UniFirst Corporation
               Form 10-K for the
fiscal year ended August 28, 2004
               Filed November 12, 2004
               File
No. 001-08504

Ladies and Gentlemen:

        This
letter is submitted on behalf of UniFirst Corporation, Inc. (the “Company”), 68 Jonspin Road, Wilmington, MA 01887, in
response to the comments of the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Annual Report on Form 10-K for the fiscal year
ended August 28, 2004 (the “Form 10-K”), as set forth in a letter dated
March 31, 2005 to John B. Bartlett (the “Comment Letter”).

        For
reference purposes, the text of the Comment Letter has been reproduced herein with
responses below each numbered comment. For your convenience, we have italicized the
reproduced Staff comments from the Comment Letter and we have bolded the headings of our
responses thereto.

Comment No. 1

        We
note your responses to prior comment 4. As you state in your products and services
description under Item 1, you provide full-service rental programs in which you rent
uniforms and provide cleaning services, lease programs in which you rent uniforms (and
other products) but do not provide cleaning services, and purchase programs in which you
sell uniforms. Please tell us whether revenues from the lease programs are material and
separately identifiable in your internal reports. If the lease program revenues are
material and separately identifiable, as noted in our prior comment, please revise your
Consolidated Statements of Income presentation in future filings to disclose separately
rent revenues and associated costs in accordance with Rule 5-03(b) of Regulation S-X. If
the revision is not appropriate, please explain why.

Response to Comment No. 1

        Certain
lease programs as described in Item I are separately identifiable for the Company’s
Specialty Garments Rental and Cleaning operating segment only, however, these amounts are
not material.

Comment No. 2

        In
order to clarify your response to comments 9 and 11, please give us a better understanding
of your operating segment and component management structures. Please provide us an
organizational chart that identifies the various levels of management and summarizes their
responsibilities. In this regard:

•
Identify your chief operating decision maker and provide us with copies of all reports
that he reviews when allocating resources to and assessing the performance of your
operating segments;

•
Identify your
segment management, as defined in paragraph 14 of SFAS 131;

•
Indicate whether you have regional directors (or equivalents) and, if so, explain to us
the function of the regional  director and identify who they report to in your
organization. Tell us what financial information they provide to your chief
operating decision maker, if any. If they do provide financial information, please give us
examples of those reports and the reports of subordinates upon which they rely in
turn; and

•
Tell us to whom your 140 US and Canadian Rental and Cleaning and 16 specialty Garment
Rental and Cleaning location supervisors report. Provide us examples of all the
financial information that you regularly prepare on a location basis for upper
management review. Identify for us the management levels in your organization that reviews
this information.

Response to Comment No. 2

        The
Company’s chief operating decision maker is its Chief Executive Officer. The primary
report that he reviews when allocating resources to and assessing the performance of the
Company’s operating segments is the monthly Results of Operations package (See
Exhibit I). The Results of Operations package segregates the Company’s operations
into US Rental and Cleaning operations (US Laundries), Canadian Rental and Cleaning
operations (Canada), Specialty Garments Rental and Cleaning (UniTech), First Aid
(Greenguard), Corporate and Manufacturing.

        Segment
management is as follows for each of our operating segments (See Exhibit II for
organizational chart);

•

US
and Canadian Rental and Cleaning – Two Senior Vice Presidents (SVP) who each are
responsible for four regions of laundry locations.

•

Specialty Garments Rental and Cleaning – A Vice President (SGVP) who is responsible
for the Specialty Garments Rental and Cleaning operating segment.

•

First Aid – A Vice President
(FAVP) of First Aid who is responsible for the First Aid operating segment

        The
Company has a Regional Vice President (RVP) for each of the eight regions that comprise
the US and Canadian Rental and Cleaning segment. The RVPs report to one of the two SVPs of
the US and Canadian Rental and Cleaning operating segment. The RVPs are responsible for
the results of operations of their regions and regularly meet with the SVPs to discuss the
results of the locations in their region. There is no specific reporting that is provided
to the CEO by the RVPs. All accounting, reporting and IT infrastructure is managed by
corporate. Therefore, the reporting that is provided to management is primarily system
generated reports. The CEO primarily reviews the reporting provided in Exhibit I. The
Specialty Garments Rental and Cleaning operating segment and the First Aid operating
segment each have a Vice President that is responsible for the results of operations for
their operating segment.

        Of
the 150 US and Canadian Rental and Cleaning locations, certain locations are plants and
certain locations are branches. Plants are managed by General Managers (GM) who report to
the RVP for their location’s region. Branches are managed by Branch Managers (BM) who
reports to the GM of the plant that services their branch. Plants are involved with the
purchase, rental, cleaning, delivery and selling of uniforms and protective clothing and
non-garment items. One laundry plant may have zero to four branches, which are extensions
of the laundry plant. The laundry plant cleans the garment and non-garment items for the
branch and delivers the cleaned garment and non-garment items to the branch daily. The
branch then delivers the garment and non-garment items to the customers. Each laundry
plant and branch has stand-alone Contribution Reports that include the operating results
for that location and are regularly reviewed by the plant and branch managers,
respectively, as well as the RVPs. Each laundry plant also has a Combined Contribution
Report that includes the operating results of the plant and its related branches that are
also reviewed by the plant managers and the RVPs. See Exhibit III and Exhibit IV for
examples of a plant’s stand-alone and combined Contribution Reports.

The plant managers of the 16
Specialty Garments Rental and Cleaning locations report to the Director of Operations for
this operating segment. The Director of Operations reports to the SGVP. Each of these 16
locations has Contribution Reports similar to the report in Exhibit III. These reports are
regularly reviewed by the Director of Operations and the SGVP.

Comment No. 3

        We
note your response to prior comment 9. In your response you state that in order to
determine the three reporting units as defined by SFAS 142 you aggregated 140 components,
or locations. For the US and Canadian Rental and Cleaning reporting unit, and you
aggregated 16 components for the Specialty Garments Rental and Cleaning reporting unit.
Please explain to us in more detail how your 140 US and Canadian Rental and Cleaning and
16 Specialty Garment Rental and Cleaning locations are similar to each other economically
in accordance with paragraph 30 of SFAS 142. Describe the extent to which each of these
locations conducts: design, manufacture, purchase, rental, cleaning, delivery and sales
operations; and in this regard, give us a more detail description of how these locations
meet each of the aggregation criteria of paragraph 17 of SFAS 131 and the additional
“similar economic characteristics” of EITF D-101.

Response to Comment No. 3

US and Canadian Rental
and Cleaning Reporting Unit

        As
discussed in the Company’s response to the Staff’s Comment No.2, the
Company’s 150 locations of its US and Canadian Rental and Cleaning operating segment
are made up of 66 laundry plants and 84 branches, which are extensions of the laundry
plants. The Company has determined in accordance with paragraph 30 of SFAS 142 that the
laundry plants (including their branches) of the US and Canadian Rental and Cleaning
operating segment can be aggregated since they have similar economic characteristics.

        The
Company believes that based on the criteria discussed in paragraph 30 of SFAS 142 and EITF
D-101 that the aggregated components discussed above have similar economic
characteristics. These components are designed to operate at a very similar long-term
gross margin as they operate in similar facilities with similar capital equipment,
merchandise and personnel. However, due to a number of factors such as the experience of
local management and certain local costs of labor and energy, there may be a varying range
of performance. However, as noted by EITF D-101, the assessment of several
components’ economic similarity is more a qualitative assessment than a quantitative
one. The Company believes that the following factors support its conclusion that these
components are economically similar:

•

It is very common for these components to share assets and resources. The majority of the
garments used in the US and Canadian Rental and Cleaning operating segment are
manufactured by our company-owned facilities in Mexico and distributed through our central
distribution center in Owensboro, Kentucky. The plants are also supported by corporate
marketing and sales support including eight regional sales managers. Also, all
administrative functions including information technology, billing, accounts payable,
payroll, human resources, purchasing and engineering are performed centrally at the
Company’s corporate office in Wilmington, MA.

•

In addition, capital equipment, including vehicles, washers, dryers, etc. is often
transferred between components. Also, personnel are commonly transferred between
components as different needs and opportunities arise.

•

It is common that components are merged together when efficiencies can be realized. The
equipment and personnel of these components are interchangeable.

•

The components jointly benefit from certain engineering automation technology, information
technology, marketing, human resource, training, and labor initiatives.

•

The components also jointly benefit from consolidated purchasing agreements for the
procurement of production equipment (washers, dryers, etc.), delivery equipment (step
vans, tractor trailers, etc.), garments, non-garment items and other expenditures (soaps,
hangers, etc.).

•

Goodwill is recoverable from all of the components working in concert. This is evidenced
in a number of different ways including:

o

For acquisitions, the Company generally integrates the acquired company into several of
its current locations. In the Company’s largest acquisition to date, the assets and
customers of the acquired company were spread through several locations which encompassed
more than one region of its US and Canadian Rental and Cleaning operating segment.

o

Acquisitions help the Company achieve operating efficiencies by leveraging its corporate
infrastructure and its manufacturing and distribution operations. These efficiencies as
well as increased market share allow the Company to obtain favorable pricing with vendors
and offer competitive pricing to its customers.

o

The Company services a variety of regional and national customers that have locations all
across a region or the country. These accounts are serviced by several laundry plants
simultaneously. When the Company acquires businesses across the country, its ability to
attract and service these regional and national accounts is enhanced as its market share
and presence increases.

        The
Company also believes that the components aggregated are similar in each of the following
areas as defined in paragraph 17 of SFAS 131:

a.

          The nature of the products and services

        All
of the aggregated components provide their customers the rental, cleaning, delivery and
sale of garments and non-garment items.

b.

          The nature of the production processes

        The
production processes of all of the components are identical in that they include the
washing, drying, sorting and delivery of garments and non-garment items. The production
facilities for all of the locations use very similar, if not identical washing, drying,
and sorting equipment.

c.

          The type of class of customer for their products and services

        There
is a wide range of customers that these components service as noted in Item I to the Form
10-K for the year ending August 28, 2004. However, the range of customers for each
component is very similar as the products and services being offered are identical.

d.

          The methods used to distribute their products or provide their services

        The
distribution of the products is identical for all of the components. Distribution of the
products occur using step vans that are purchased centrally for all of the components. The
Company’s drivers and other personnel will go to the customer sites to collect the
garments and other non-garment items and bring them back to the Company’s facility
for cleaning. The items are cleaned, sorted and delivered back to the customers.

e.

          The nature of the regulatory environment

        All
of the components are subject to certain local, state and federal regulations regarding
the disposal of the wastewater and other waste products related to the cleaning of the
garments and non-garment items.

        Due
to the discussion above and the guidance in paragraph 30 of SFAS 142 and EITF D-101, the
Company believes that its goodwill is shared by the components of its US and Canadian
Rental and Cleaning operating segment that have similar economic characteristics. Due to
this sharing of benefits, the Company believes that allocating goodwill would be a largely
arbitrary process and not relevant for testing goodwill impairment. Therefore, the Company
continues to believe that these components are properly aggregated to form the US and
Canadian Rental and Cleaning reporting unit.

Specialty Garment Rental
and Cleaning reporting unit

        Upon
further review of the guidance in EITF 98-3 and EITF D-101, the Company does not believe
that the 16 locations of the Specialty Garments Rental and Cleaning constitute separate
reporting units based on the fact that they each do not meet the definition of a business.
The Company has concluded this based on the fact that these locations lack certain Inputs,
Processes and Outputs as defined by EITF 98-3. Through the exclusion of these items, it
would not be possible for the locations to sustain normal operations and sustain a revenue
stream by providing its products and/or services to customers. The key items that these
locations lack to meet the definition of a business are as follows:

•

The contracts that lead to revenues for these locations generally originate through the
work of a centrally located sales function. The management of the Specialty Garments
operating segment and the SGVP operate as the central sales function and negotiate and
enter into the agreements that consist of the majority of this operating segment’s
business. Therefore, the individual locations would not have access to the cu