SecProbe.io

<DOCUMENT>
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<TEXT>
 April 22, 2026

Shane O'Connor
Executive Vice President and Chief Financial Officer
UniFirst Corporation
68 Jonspin Road
Wilmington, MA 01887

 Re: UniFirst Corporation
 Form 10-K for Fiscal Year Ended August 30, 2025
 File No. 001-08504
Dear Shane O'Connor:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

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 April 17, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Stephen Kim and Theresa Brillant   Re: UniFirst Corporation Form 10-K for Fiscal Year Ended August 30, 2025 File No. 001-08504    This letter sets forth the response of UniFirst Corporation (the “Company”) to comments from the Staff (the “Staff”) of the Securities and Exchange Commission relating to the Company’s Form 10-K for Fiscal Year Ended August 30, 2025 (the “Form 10-K”) as set forth in the Staff’s letter, dated March 23, 2026.   For your convenience, the Staff’s comments are repeated below in bold and italicized type, followed by the Company’s response to each comment.   Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the Form 10-K.   Form 10-K for Fiscal Year Ended August 30, 2025 Notes to Consolidated Financial Statements Note 15: Segment Reporting, page 61   1. We note that the CODM uses segment revenues and segment operating income to assess performance and allocate resources. Please tell us how you considered the guidance in ASC 280-10-50-29(f) and the example at 280-10-55-54(c) to discuss how the CODM uses this measure in assessing performance and deciding how to allocate resources.   The Company respectfully acknowledges the Staff’s comment and advises the Staff that in the Company’s Form 10-Q for the quarterly period ended February 28, 2026, which was filed on April 7, 2026, the Company expanded its disclosures on Segment Reporting to include the following ( underlined below):   The Company’s chief operating decision maker (the “CODM”) is the Chief Executive Officer. The modifications to the Company’s reporting segments reflect how the CODM assesses performance and allocates resources. The CODM uses segment revenues and segment U.S. GAAP operating income to assess performance and allocate resources. The CODM uses this

 information, which includes a comparison of segment results to historical periods and budget, to guide decisions on how to allocate resources, to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.   The Company respectfully submits to the Staff its belief that the expanded disclosure clarifies the Company’s application of the guidance in ASC 280-10-50-29(f) and is consistent with the example at 280-10-55-54(c). The Company intends to include the disclosure above in future periodic filings.  2. Please disclose the significant segment expenses categories and amounts that are regularly provided to your CODM for each of your reportable segments. Also disclose the total of other segment items that are included in the reported measures of segment profit and loss for your segments. Refer to ASC 280-10-50-26A and 50-26B.   The Company respectfully acknowledges the Staff’s comment. The Company respectfully advises the Staff that the significant segment expense categories that are regularly provided to the CODM are cost of revenues, selling and administrative expenses, and depreciation and amortization, which comprise operating income, the reported measure of segment profit and loss for the Company’s segments. The Company respectfully advises the Staff that there are no other segment items. The Company also respectfully advises the Staff that in the Company’s Form 10-Q for the quarterly period ended February 28, 2026, which was filed on April 7, 2026, the Company expanded its disclosures on Segment Reporting to include the following disclosure regarding the significant segment expense categories and subsequent table showing a reconciliation of total segment operating income to consolidated net income. The following table includes the Company’s financial results by reportable segment, including segment revenues, significant segment expenses (which includes cost of revenues, selling and administrative expenses, and depreciation and amortization), and segment operating income for the thirteen and twenty-six weeks ended February 28, 2026 and March 1, 2025.   The following table sets forth a reconciliation of total segment operating income to consolidated net income for the thirteen and twenty-six weeks ended February 28, 2026 and March 1, 2025 (in thousands):

 Thirteen Weeks Ended

 Twenty-Six Weeks Ended

 February 28, 2026

 March 1, 2025

 February 28, 2026

 March 1, 2025

 Total segment operating income

 $
 26,014

 $
 31,214

 $
 71,322

 $
 86,745

 Interest expense, net

 (1,576
 )

 (2,213
 )

 (3,505
 )

 (4,908
 )

 Other expense, net

 250

 794

 509

 1,084

 Income before income taxes

 27,340

 32,633

 74,318

 90,569

 Provision for income taxes

 6,856

 8,174

 19,471

 23,005

 Net income

 $
 20,484

 $
 24,459

 $
 54,847

 $
 67,564

 The Company respectfully submits to the Staff its belief that the expanded disclosure clarifies the Company’s application of, and disclosure alignment with, the guidance in ASC 280-10-50-26A and 50-26B. The Company intends to include the referenced disclosure in future periodic filings.   * * * * * * * *     If you have any questions or would like further information concerning the Company’s responses included in this letter, please do not hesitate to contact me at 978-658-8888.    Very truly yours,   /s/ Shane O’Connor Shane O’Connor

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<TEXT>
 March 23, 2026

Shane O'Connor
Executive Vice President and Chief Financial Officer
UniFirst Corporation
68 Jonspin Road
Wilmington, MA 01887

 Re: UniFirst Corporation
 Form 10-K for Fiscal Year Ended August 30, 2025
 File No. 001-08504
Dear Shane O'Connor:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended August 30, 2025
Notes to Consolidated Financial Statements
Note 15: Segment Reporting, page 61

1. We note that the CODM uses segment revenues and segment operating income
to assess
 performance and allocate resources. Please tell us how you considered
the guidance in
 ASC 280-10-50-29(f) and the example at 280-10-55-54(c) to discuss how
the CODM
 uses this measure in assessing performance and deciding how to allocate
resources.

2. Please disclose the significant segment expenses categories and amounts
that are
 regularly provided to your CODM for each of your reportable segments.
Also disclose
 the total of other segment items that are included in the reported
measures of segment
 profit and loss for your segments. Refer to ASC 280-10-50-26A and
50-26B.

 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
 March 23, 2026
Page 2

 Please contact Stephen Kim at 202-551-3291 or Theresa Brillant at
202-551-3307 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
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United States securities and exchange commission logo
March 30, 2023
Shane O’Connor
Chief Financial Officer
UniFirst Corporation
68 Jonspin Road
Wilmington, MA 01887
Re:UniFirst Corporation
Form 10-K for Fiscal Year Ended August 27, 2022
Filed October 26, 2022
Form 8-K Furnished October 19, 2022
File No. 001-08504
Dear Shane O’Connor:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Trade & Services

  Page 1

  March 29, 2023

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Trade & Services

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Abe Friedman and Lyn Shenk

  Re:	UniFirst Corporation

  Form 8-K Furnished October 19, 2022

  File No. 001-08504

  This letter sets forth the response of UniFirst Corporation (the “Company”) to comments from the Staff (the “Staff”) of the Securities and Exchange Commission relating to the Company’s Form 8-K Furnished October 19, 2022 (the “Form 8-K”) as set forth in the Staff’s letter, dated March 16, 2023.

  For your convenience, the Staff’s comment is repeated below in bold and italicized type, followed by the Company’s response.

  Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the Form 8-K.

  Exhibit 99, page 1

  1.We have reviewed your response to comment 2. In considering the nature of these expenses, we note from page 28 of your Form 10-K, the development of your CRM system is intended to “improve functionality, capability and information flow as well as increase automation in servicing [y]our customers.” Additionally, within your risk disclosures on page 10 of your From 10-K, you state that an inability to implement and operate the CRM and ERP systems “could materially disrupt [y]our operations, adversely impact the servicing of [y]our customers and have a material adverse effect on [y]our financial results.” In regards to your investments in the UniFirst brand, we note your press release from March 2022 listed on your website, titled “UniFirst Launches First National Brand Campaign in 86-Year History.” The press release discusses the campaign launch in March 2022 highlighting various commercial spots in select U.S. and Canadian markets and marketing of your “Always Deliver” campaign. While these projects may be “extraordinary and transformational project[s] for the Company without precedent in the Company’s recent history,” based on the nature of these “key initiatives,” these expenses would appear to be fundamental to the growth and continuing operations of the Company,

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Trade & Services

  Page 2

  and as such it would appear these expenses would be reflective of normal operating expenses necessary to operate and grow your business. Refer to Question 100.01 of the staff’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please revise, or advise accordingly.

  The Company respectfully acknowledges the Staff’s comment.  For the reasons described in the Company’s letter to the Staff dated March 10, 2023, the Company believes that the adjustments related to its “Key Initiatives” set forth in the Company’s non-GAAP presentation in the Form 8-K provide useful supplemental information to investors to evaluate the Company’s underlying business and financial results.  However, the Company will revise its presentation in accordance with the Staff’s comment.

  * * * * * * * *

  If you have any questions or would like further information concerning the Company’s response included in this letter, please do not hesitate to contact me at 978-658-8888.

  							Very truly yours,

    /s/ Shane O'Connor

    Shane O' Connor

United States securities and exchange commission logo
March 16, 2023
Shane O’Connor
Chief Financial Officer
UniFirst Corporation
68 Jonspin Road
Wilmington, MA 01887
Re:UniFirst Corporation
Form 8-K Furnished October 19, 2022
File No. 001-08504
Dear Shane O’Connor:
            We have reviewed your March 10, 2023 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 1, 2023 letter.
Form 8-K Furnished October 19, 2022
Exhibit 99, page 1
1.We have reviewed your response to comment 2. In considering the nature of these
expenses, we note from page 28 of your Form 10-K, the development of your CRM
system is intended to "improve functionality, capability and information flow as well as
increase automation in servicing [y]our customers." Additionally, within your risk
disclosures on page 10 of your From 10-K, you state that an inability to implement and
operate the CRM and ERP systems "could materially disrupt [y]our operations, adversely
impact the servicing of [y]our customers and have a material adverse effect on [y]our
financial results." In regards to your investments in the UniFirst brand, we note your press
release from March 2022 listed on your website, titled "UniFirst Launches First National
Brand Campaign in 86-Year History." The press release discusses the campaign launch in
March 2022 highlighting various commercial spots in select U.S. and Canadian markets

 FirstName LastNameShane O’Connor
 Comapany NameUniFirst Corporation
 March 16, 2023 Page 2
 FirstName LastName
Shane O’Connor
UniFirst Corporation
March 16, 2023
Page 2
and marketing of your "Always Deliver" campaign. While these projects may be
"extraordinary and transformational project[s] for the Company without precedent in the
Company’s recent history," based on the nature of these "key initiatives," these expenses
would appear to be fundamental to the growth and continuing operations of the Company,
and as such it would appear these expenses would be reflective of normal operating
expenses necessary to operate and grow your business. Refer to Question 100.01 of the
staff’s Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures. Please revise, or advise accordingly.
            You may contact Abe Friedman at 202-551-8298 or Lyn Shenk at 202-551-3380 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Trade & Services

  Page 1

  March 10, 2023

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Trade & Services

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Abe Friedman and Lyn Shenk

  Re:	UniFirst Corporation

  Form 10-K for Fiscal Year Ended August 27, 2022

  Filed October 26, 2022

  Form 8-K Furnished October 19, 2022

  File No. 001-08504

  This letter sets forth the response of UniFirst Corporation (the “Company”) to comments from the Staff (the “Staff”) of the Securities and Exchange Commission relating to the Company’s Form 10-K for Fiscal Year Ended August 27, 2022 (the “Form 10-K”) and Form 8-K Furnished October 19, 2022 (the “Form 8-K”) as set forth in the Staff’s letter, dated March 1, 2023.

  For your convenience, the Staff’s comments are repeated below in bold and italicized type, followed by the Company’s response to each comment.

  Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the Form 10-K or Form 8-K, as applicable.

  Form 10-K for Fiscal Year Ended August 27, 2022

  Item 7. Management’s Discussion and Analysis

  Fiscal Year Ended August 27, 2022 Compared with Fiscal Year Ended August 28, 2021, page 28

  1.Where you identify two or more factors which contributed to material changes in financial statement line items, please expand your disclosures to quantify the individual impact of each factor. In this regard, we note you have identified multiple factors contributing to the increases in revenues and cost of revenues for your Core Laundry Operations’ without quantification of the factors cited. Additionally, to the extent your results have been impacted by the current inflationary environment, please provide the impact in quantitative terms, to the extent practicable. Please note this comment applies to all future periodic reporting, as we note similar instances in your Form 10-Q for the period ended November 26, 2022. Refer to Item 303(b) of Regulation S-K.

  The Company respectfully acknowledges the Staff’s comment and advises the Staff that in future periodic filings, the Company will expand its disclosures in Management’s Discussion and Analysis of Financial Condition and Results of Operations to quantify, where practicable, the impact of any two or more factors

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Trade & Services

  Page 2

  contributing to material changes in financial statement line items. The Company also respectfully advises the Staff that where quantification of such factors is not practicable or where changes in discussed financial statement line items are not material, the Company plans to describe the contributing factors in qualitative terms. In addition, to the extent practicable, the Company will quantify in future periodic filings the extent to which the Company’s results have been impacted by the current inflationary environment. The Company respectfully advises the Staff, however, that such a quantification may not be practicable, and if that is the case, the Company plans to disclose any impact of the current inflationary environment in qualitative terms.

  Form 8-K Furnished October 19, 2022

  Exhibit 99, page 1

  2.We note you present certain non-GAAP measures which remove the impacts related to your “Key Initiatives.” On page 28 of your FY 2022 Form 10-K, you state these initiatives are a focus over the next few years, and include costs related to your CRM system, investments in the UniFirst brand, and ERP system. Please tell us your consideration of Question 100.01 of the staff’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures “C&DI’s” in determining the appropriateness of each component comprising your key initiatives adjustment. Also, please refer to Item 10(e)(1)(ii)(B) of Regulation S-K and Question 102.03 of the non-GAAP C&DI’s in regards to your statement describing these excluded costs as “non-recurring.”

  The Company respectfully acknowledges the Staff’s comment. The Company respectfully advises the Staff that management believes that each of the “Key Initiatives” represents an extraordinary and transformational project for the Company without precedent in the Company’s recent history.  Management also believes that upon completion, each such “Key Initiative” is very unlikely to be undertaken again in the foreseeable future. As a result of the extraordinary nature, scope and magnitude of such “Key Initiatives,” the Company does not believe that adjustments relating to such “Key Initiatives” constitute normal, recurring operating expenses necessary to operate the Company’s business as described in Question 100.01 of the Staff’s Non-GAAP Financial Measures Compliance & Disclosure Interpretations. Such adjustments include costs that management considers to be incremental costs that are not representative of the Company’s underlying operating performance, that will cease upon completion of the “Key Initiative” to which they relate and that are not expected to subsequently recur in the foreseeable future.

  In addition and as a result of the nature, scope and magnitude of the above-described nature of the “Key Initiatives,” management believes that adjusting for such “Key Initiatives” in the presentation of the Company’s non-GAAP results provides management and investors with useful supplemental information regarding the Company’s operations and financial results, including trends. The non-GAAP presentation also enables investors to view the Company’s underlying results in the same manner as such results are viewed by management.  The Company also respectfully advises the Staff that the Company has received feedback from certain institutional shareholders that the presentation of the Company’s non-GAAP results and adjustments for “Key Initiatives” are helpful and informative in evaluating the Company’s financial results.

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Trade & Services

  Page 3

  With respect to the Staff’s comment regarding the reference to “non-recurring,” the Company respectfully advises the Staff that the statement in the Company’s press release describing these non-GAAP measures as “excluding certain non-recurring amounts” was intended to refer to certain, but not all, of the excluded costs being non-recurring per the criteria set forth in Item 10(e)(1)(ii)(B) of Regulation S-K. For example, the Company does not expect to incur significant costs with respect to investments in the UniFirst brand or deployment of the CRM system beyond the time period specified by such criteria. However, certain costs relating to the ERP project may be incurred over a period of a few years. After consideration of the Staff’s comment and the review of the relevant statement in the Form 8-K, however, the Company’s intends to modify the referenced sentence in future filings to read as follows: “The Company believes these non-GAAP results provide useful supplemental information regarding the Company’s performance to both management and investors by excluding certain amounts relating to our ‘Key Initiatives.’”  The Company respectfully submits to the Staff its belief that the revised statement will clarify the consistency of the Company’s presentation with Question 102.03 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations.

  * * * * * * * *

  If you have any questions or would like further information concerning the Company’s responses included in this letter, please do not hesitate to contact me at 978-658-8888.

  							Very truly yours,

    /s/ Shane O'Connor

    Shane O' Connor

United States securities and exchange commission logo
March 1, 2023
Shane O’Connor
Chief Financial Officer
UniFirst Corporation
68 Jonspin Road
Wilmington, MA 01887
Re:UniFirst Corporation
Form 10-K for Fiscal Year Ended August 27, 2022
Filed October 26, 2022
Form 8-K Furnished October 19, 2022
File No. 001-08504
Dear Shane O’Connor:
            We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended August 27, 2022
Item 7. Management's Discussion and Analysis
Fiscal Year Ended August 27, 2022 Compared with Fiscal Year Ended August 28, 2021, page 28
1.Where you identify two or more factors which contributed to material changes in financial
statement line items, please expand your disclosures to quantify the individual impact of
each factor.  In this regard, we note you have identified multiple factors contributing to the
increases in revenues and cost of revenues for your Core Laundry Operations' without
quantification of the factors cited.  Additionally, to the extent your results have been
impacted by the current inflationary environment, please provide the impact in
quantitative terms, to the extent practicable.  Please note this comment applies to all future
periodic reporting, as we note similar instances in your Form 10-Q for the period ended
November 26, 2022.  Refer to Item 303(b) of Regulation S-K.

 FirstName LastNameShane O’Connor
 Comapany NameUniFirst Corporation
 March 1, 2023 Page 2
 FirstName LastName
Shane O’Connor
UniFirst Corporation
March 1, 2023
Page 2
Form 8-K Furnished October 19, 2022
Exhibit 99, page 1
2.We note you present certain non-GAAP measures which remove the impacts related to
your "Key Initiatives."  On page 28 of your FY 2022 Form 10-K, you state these
initiatives are a focus over the next few years, and include costs related to your CRM
system, investments in the UniFirst brand, and ERP system.  Please tell us your
consideration of Question 100.01 of the staff's Compliance & Disclosure Interpretations
on Non-GAAP Financial Measures "C&DI's" in determining the appropriateness of each
component comprising your key initiatives adjustment.  Also, please refer to
Item 10(e)(1)(ii)(B) of Regulation S-K and Question 102.03 of the non-GAAP C&DI's in
regards to your statement describing these excluded costs as "non-recurring."
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Abe Friedman at 202-551-8298 or Lyn Shenk at 202-551-3380 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

March 31, 2011
 Mr. Ronald D. Croatti President and Chief Executive Officer
UniFirst Corporation
68 Jonspin Road Wilmington, Massachusetts 01887
Re: UniFirst Corporation
Form 10-K for the Year Ended August 28, 2010 Filed October 27, 2010 File No. 001-08504

Dear Mr. Croatti:
 We have completed our review of your f iling and do not have any further comments
at this time.
Sincerely,
     /s/ John Harrington for
                                                                Larry Spirgel
        A s s i s t a n t  D i r e c t o r

CORRESP
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UniFirst Corporation

68 Jonspin Road

Wilmington, Massachusetts 01887-1086

Telephone (978) 658-8888

Facsimile (978) 988-0659

March 30, 2011

VIA EDGAR AND FEDERAL EXPRESS

Mr. Larry Spirgel

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, DC 20549

Re:           UniFirst Corporation

Form 10-K for Fiscal Year Ended August 28, 2010

Filed October 27, 2010

File No. 001-08504

Dear Mr. Spirgel:

This letter is in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) as set forth in your comment letter to UniFirst Corporation (the “Company”) dated March 24, 2011 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K, File Number 001-08504 (the “Form 10-K”), which was filed with the Commission on October 27, 2010.

Set forth below are the Company’s responses to the comments made by the Staff in the Comment Letter.  For reference purposes, the Staff’s comments have been reproduced below.

Definitive Proxy Statement

Executive Compensation

Our CEO Compensation Program

Comment No. 1

We note your response to comment two from our letter dated February 24, 2011.  However, because the 350,000 share restricted stock award reported in your table is no longer subject to performance-based conditions, but instead remains subject to service-based vesting, the award should be reported under the “Number of Shares of Stock That Have Not Vested” column.  See Question 122.03 of Regulation S-K’s Compliance and Disclosure Interpretations, available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm. Please confirm your understanding in your response.

Response to Comment No. 1

In future filings, as noted in Question 122.03 of Regulation S-K Compliance and Disclosure Interpretations, in the Outstanding Equity Awards at Fiscal Year-End table, the Company will disclose the portion of the 350,000 share restricted stock award that has met the performance criteria but is still subject to service-based vesting in the column entitled “Number of Shares of Stock That Have Not Vested”.  As mentioned in our previous response, we will also discuss in the CD&A of future filings, Mr. Croatti’s performance against these corporate financial targets for completed periods.

In responding to the Staff’s comments, we acknowledge that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

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

·

The Company may not assert staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

If you should have any questions about this letter, please call the undersigned at (978) 658-8888 x4020.

Very truly yours,

By: /s/ Steven S. Sintros

Steven S. Sintros,

Vice President and Chief Financial Officer

March 24, 2011
 Mr. Ronald D. Croatti President and Chief Executive Officer
UniFirst Corporation
68 Jonspin Road Wilmington, Massachusetts 01887
Re: UniFirst Corporation
Form 10-K for the Year Ended August 28, 2010 Filed October 27, 2010 File No. 001-08504

Dear Mr. Croatti:
 We have reviewed your supplemental response dated March 22, 2011 and have the
following comment.
 Please respond to this letter within ten business days and indicate that you will
comply with our comment in future filings.  Confirm in writing that you will do so and also explain to us how you intend to comply.  If you do not believe our comment applies to your
facts and circumstances or do not believe complia nce in future disclosure is appropriate,
please tell us why in your response.
   After reviewing the information you provi de in response to our comment, we may
have additional comments.  Definitive Proxy Statement

 Executive Compensation

 Outstanding Equity Awards at Fiscal Year-End – 2010

1. We note your response to comment two from  our letter dated February 24, 2011.
However, because the 350,000 share restricted  stock award reported in your table is
no longer subject to performance-based condi tions, but instead remains subject to
service-based vesting, the award should be reported under the “Number of Shares of
Stock That Have Not Vested” column.  See Question 122.03 of Regulation S-K’s
Compliance and Disclosure Interpreta tions, available on our website at

Mr. Ronald D. Croatti
UniFirst Corporation  March 24, 2011 Page 2
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm
.  Please confirm your
understanding in your response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

You may contact Joseph Ca scarano, Staff Accountant, at 202-551-3376 or Carlos
Pacho, Senior Assistant Chief Accountant, at  202-551-3835 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jonathan Groff, Staff Attorney, at 202-551-3458 or me at 202-551-3810 with any other questions.

Sincerely,
     /s/ John Harrington for
                                                                Larry Spirgel
        A s s i s t a n t  D i r e c t o r

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UniFirst Corporation

68 Jonspin Road

Wilmington, Massachusetts 01887-1086

Telephone (978) 658-8888

Facsimile (978) 988-0659

March 22, 2011

VIA EDGAR AND FEDERAL EXPRESS

Mr. Larry Spirgel

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, DC 20549

Re:             UniFirst Corporation

Form 10-K for Fiscal Year Ended August 28, 2010

Filed October 27, 2010

File No. 001-08504

Dear Mr. Spirgel:

This letter is in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) as set forth in your comment letter to UniFirst Corporation (the “Company”) dated February 24, 2011 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K, File Number 001-08504 (the “Form 10-K”), which was filed with the Commission on October 27, 2010.

Set forth below are the Company’s responses to the comments made by the Staff in the Comment Letter.  For reference purposes, the Staff’s comments have been reproduced below.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Comment No. 1

Please enhance your MD&A in future filings to identify and discuss known trends, demands, commitments, events or uncertainties which are reasonably expected to have material effects on your results of operations.  For example, from other public communications by the company, we note your increasing merchandise costs and the expected impact on margins.  We also note competitive pricing conditions in the marketplace and expected variability in revenues and earning from your Specialty Garments segment. In preparing this disclosure, please consider the Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations (Release Nos. 33-8350, dated December 29, 2003).

Response to Comment No. 1

As requested by the Commission, the Company will provide additional detail in future filings about trends, demands, commitments, events or uncertainties which are reasonably expected to have a material effect on our results of operations.  We will give particular consideration to items discussed in other public communications, such as quarterly earnings webcasts.

Definitive Proxy Statement

Executive Compensation

Our CEO Compensation Program

Comment No. 2

We note that Mr. Croatti’s first performance period with respect to his restricted stock award concluded at the end of fiscal 2010.  However, we also note all 350,000 shares of performance-based restricted stock are still identified as unearned in the Outstanding Equity Awards table and that the CD&A does not include any discussion of Mr. Croatti’s performance against the criteria in the completed period.   Please tell us why none of these shares were considered earned at the end of fiscal 2010 and explain to us how and when you will discuss Mr. Croatti’s performance against his criteria for completed performance periods in your CD&A in future filings.

Response to Comment No. 2

In April 2010, the Company’s Board of Directors approved the grant to its Chief Executive Officer, Ronald D. Croatti, of 350,000 shares of performance-based restricted stock.  The terms of this grant are disclosed in the Company’s Quarterly Report on Form 10-Q filed on April 8, 2010 as well as in the CD&A contained in the proxy statement related to the Company’s 2011 Annual Meeting of Shareholders.  This restricted stock award is subject to both the satisfaction of performance criteria and time-based vesting.  As we have disclosed, Mr. Croatti can satisfy the performance criteria under this award if the Company achieves certain corporate financial targets tied to consolidated revenues and adjusted operating margin for each of fiscal 2010, 2011 and 2012.  However, even if these corporate financial targets are achieved, Mr. Croatti will not be entitled, subject to certain exceptions, to any portion of the award unless, and then only to the extent that, he remains an employee of the Company on each of the third, fourth, fifth and sixth anniversaries of the date of grant.  Accordingly, none of the performance-based restricted stock was earned as of August 28, 2010.  Nevertheless, in future filings, the Company will disclose in a footnote to the Outstanding Equity Awards table the extent to which the corporate financial targets relating to the performance-based restricted stock have been satisfied.  In addition, in the future the CD&A will discuss Mr. Croatti’s performance against these corporate financial targets for completed periods.

In responding to the Staff’s comments, we acknowledge that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

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

·

The Company may not assert staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

If you should have any questions about this letter, please call the undersigned at (978) 658-8888 x4020.

Very truly yours,

By: /s/ Steven S. Sintros

Steven S. Sintros,

Vice President and Chief Financial Officer

February 24, 2011
 Mr. Ronald D. Croatti President and Chief Executive Officer
UniFirst Corporation
68 Jonspin Road Wilmington, Massachusetts 01887
Re: UniFirst Corporation
Form 10-K for the Year Ended August 28, 2010 Filed October 27, 2010 File No. 001-08504

Dear Mr. Croatti:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days and indicate that you will
comply with our comments in future filings.  Confirm in writing that you will do so and also
explain to us how you intend to comply.  If  you do not believe our comments apply to your
facts and circumstances or do not believe complia nce in future disclosure is appropriate,
please tell us why in your response.
   After reviewing the information you provide  in response to these comments, we may
have additional comments.  Form 10-K for the Year Ended August 28, 2010

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Results of Operations

1. Please enhance your MD&A in future filings to identify and discuss known trends,
demands, commitments, events or uncertain ties which are reasonably expected to
have material effects on your  results of operations.  For example, from other public
communications by the company, we note your  increasing merchandi se costs and the
expected impact on margins.  We also note competitive pricing conditions in the

Mr. Ronald D. Croatti
UniFirst Corporation  February 24, 2011 Page 2
marketplace and expected vari ability in revenues and ea rnings from your Specialty
Garments segment.  In preparing this disclosure , please consider the Commission
Guidance Regarding Management’s Discussi on and Analysis of Financial Condition
and Results of Operations (Release Nos. 33-8350, dated December 29, 2003).
 Definitive Proxy Statement

 Executive Compensation

 Our CEO Compensation Program

2. We note that Mr. Croatti’s first performance period with respect to his restricted stock
award concluded at the end of fiscal 2010.  However, we also note all 350,000 shares
of performance-based restricted stock are still identified as unearned in the
Outstanding Equity Awards table and that the CD&A does not include any discussion
of Mr. Croatti’s performance against the crite ria in the completed period.   Please tell
us why none of these shares were consid ered earned at the end of fiscal 2010 and
explain to us how and when you intend to disc lose that Mr. Croatti has earned any of
these shares.  Also confirm that you will discuss Mr. Croatti’s performance against
his criteria for completed performance pe riods in your CD&A in future filings.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Mr. Ronald D. Croatti
UniFirst Corporation  February 24, 2011 Page 3
You may contact Joseph Ca scarano, Staff Accountant, at 202-551-3376 or Carlos
Pacho, Senior Assistant Chief Accountant, at 202-5513835 if you have questions regarding
comments on the financial statements and related matters.  Please contact Jonathan Groff, Staff Attorney, at 202-551-3458, John Harrington, St aff Attorney, at 202-551-3576, or me at
202-551-3810 with any other questions.
Sincerely,
     /s/ Carlos Pacho for
                                                               Larry Spirgel
        A s s i s t a n t  D i r e c t o r

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

       May 8, 2009
 Mr. 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 completed our review of your Form 10-K and related filings and have no further
comments at this time.           S i n c e r e l y ,

Larry Spirgel
        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

UniFirst Corporation

68 Jonspin Road

Wilmington, Massachusetts 01887-1086

Telephone (978) 658-8888

Facsimile (978) 988-0659

May 8, 2009

VIA EDGAR AND FEDERAL EXPRESS

Mr. Larry Spirgel

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, DC 20549

            Re:

            UniFirst Corporation

Form 10-K for Fiscal Year Ended August 30, 2008

Filed November 13, 2008

File No. 000-08504

Dear Mr. Spirgel:

This letter is in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) as set forth in your comment letter to UniFirst Corporation (“UniFirst”) dated April 29, 2009 (the “Comment Letter”), with respect to UniFirst’s Annual Report on Form 10-K, File Number 000-08504, which was filed with the Commission on November 13, 2008.

Set forth below are UniFirst’s responses to the comments made by the Staff in the Comment Letter.  For reference purposes, the Staff’s comments have been reproduced below.

Definitive Proxy Statement Incorporated by Reference into Part III

Compensation Discussion and Analysis

Comment No. 1

We have reviewed your response to comment one in our letter dated April 13, 2009.  We do not agree that you would be entitled to omit disclosure of material earnings per share and revenue targets in connection with cash incentive bonuses for your most recent fiscal year based on competitive harm in accordance with Instruction 4 to Regulation S-K Item 402(2).  We especially note that such disclosure, if material, would come several months after the period for which the targets covered.  The targets are only for the most recently completed fiscal year and are directly comparable to the historical results for that year.  Therefore, disclosure of your targeted earnings per share in December after disclosure has been made for your actual earnings per share for the year and the amounts of any cash incentive bonus payouts to your named executive officers should not provide competitors any greater advantage in deciphering
 the company’s long term competitive strategy.  We also note that the insight into the company’s understanding of the size of its future revenues that the targets would provide competitors is arguably required disclosure under Management’s Discussion and Analysis of Financial Condition.  See SEC Release 33-6835 (May 18, 1989) (discussion of required
prospective, trend information).  In future filings, please disclose these targets to the extent they become material elements of your executive compensation policies or decisions.

Response to Comment No. 1

UniFirst will disclose earnings per share and revenue targets in connection with annual cash incentive bonuses in future filings to the extent they are material to an understanding of the Company’s compensation policies or decisions concerning the named executive officers.

Other Matters

In responding to the Staff’s comments, we acknowledge that:

            •

            UniFirst is responsible for the adequacy and accuracy of the disclosure in the filings;

            •

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

            •

            UniFirst may not assert Staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

If you should have any questions about this letter, please call the undersigned at (978) 658-8888.

Very truly yours,

/s/ Steven S. Sintros

Steven S. Sintros,

Vice President and Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720         April 29, 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 response letter dated April 27, 2009 and have the
following comments.  Please address the following comment in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.
We welcome any questions you may have about our comments or on a ny other aspect of
our review.  Feel free to call us at the tele phone numbers listed at th e end of th is letter.

Definitive Proxy Statement Incorporated by Reference Into Part III

Compensation Discussion and Analysis

1. We have reviewed your response to comm ent one in our letter dated April 13,
2009.  We do not agree that you would be entitled to omit disclosure of material
earnings per share and revenue targets in  connection with cash incentive bonuses
for your most recent fiscal year based on competitive harm in accordance with Instruction 4 to Regulation S-K Item 402( b).  We especially note that such
disclosure, if material, would come seve ral months after the period for which the
target covered.  The targets are only for the most recently completed fiscal year
and are directly comparable to the histor ical results for that year.  Therefore,
disclosure of your targeted earnings per share in December af ter disclosure has
been made for your actual earnings per share for the year and the amounts of any
cash incentive bonus payouts to your named executive officers should not provide competitors with any greater advantage in deciphering the company’s long term competitive strategy.  We also note th at the insight into the company’s

Mr. Ronald D. Croatti
Unifirst Corporation
April 29, 2009
Page 2

understanding of the size of its future revenues that the targets would provide
your competitors is arguably required disclosure under Management’s Discussion
and Analysis of Financial Condition.  See SEC Release 33-6835 (May 18, 1989)
(discussion of required prospective, trend information).   In future filings, please
disclose these targets to the extent th ey become material elements of your
executive compensation policies or decisions.

*    *    *    *
 Please respond to these comments through correspondence ov er EDGAR within
10 business days or tell us when you will provid e us with a response.  Please furnish a
letter that keys your respons es to our comments and provide s any requested information.
Detailed letters greatly faci litate our review.  Please understand that we may have
additional comments after reviewin g your responses to our comments.

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

CORRESP
1
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UniFirst Corporation

68 Jonspin Road

Wilmington, Massachusetts 01887-1086

Telephone (978) 658-8888

Facsimile (978) 988-0659

April 27, 2009

VIA EDGAR AND FEDERAL EXPRESS

Mr. Larry Spirgel

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, DC 20549

            Re:

              UniFirst Corporation

Form 10-K for Fiscal Year Ended August 30, 2008

Filed November 13, 2008

File No. 000-08504

Dear Mr. Spirgel:

This letter is in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) as set forth in your comment letter to UniFirst Corporation (“UniFirst”) dated April 13, 2009 (the “Comment Letter”), with respect to UniFirst’s Annual Report on Form 10-K, File Number 000-08504, which was filed with the Commission on November 13, 2008.

Set forth below are UniFirst’s responses to the comments made by the Staff in the Comment Letter.  For reference purposes, the Staff’s comments have been reproduced below.

Definitive Proxy Statement Incorporated by Reference into Part III

Compensation Discussion and Analysis

Comment No. 1

We have reviewed your response to comment four in our letter dated March 5, 2009 and believe that you should disclose material earnings per share and revenue targets in connection with annual cash incentive bonuses in future filings.  Please disclose these targets in future filings to the extent they become material elements of your executive compensation policies or decisions.

Response to Comment No. 1

UniFirst respectfully submits that the predetermined targets of earnings per share and revenue used by UniFirst to determine annual cash incentive bonuses for its named executive officers need not be disclosed because such goals constitute confidential commercial and financial information the disclosure of which would likely result in substantial competitive harm to UniFirst.  Unlike many other companies, the targets used by UniFirst for the past several years have consistently reflected its multi-year competitive strategy.  If UniFirst disclosed its historical performance goals relating to earnings per share and revenue, competitors would undoubtedly use such historical disclosure to “reverse engineer” UniFirst’s long-term competitive strategy and thereby determine UniFirst’s likely goals for the current year.

Set forth below are specific examples of the competitive harm which UniFirst would suffer as a result of the disclosure, as well as an analysis of the materiality of UniFirst’s annual cash incentive bonuses to its named executive officers.  In addition, we are proposing some additional disclosure which should address your concerns.

Examples of Competitive Harm

UniFirst reiterates the examples of competitive harm that it would likely suffer as a result of the disclosure of earnings per share and revenue goals that it provided in its letter to the Commission dated April 3, 2009.  The following are a few additional examples of competitive harm that UniFirst would likely suffer as a result of disclosure of the historical earnings per share and revenue goals used by UniFirst to determine annual cash incentive bonuses.

UniFirst has operated in the intensely competitive industrial uniform business for over 70 years, which is a period considerably longer than most of UniFirst’s current competitors.  UniFirst’s long-standing presence in its industry has enabled it to (1) establish strong relationships with customers and (2) develop and implement strategies for operating its business, growing through acquisitions, pricing and utilizing technology and employees in the service of customers.  In developing the earnings per share and revenue goals applicable to the annual cash incentive bonuses for UniFirst’s named executive officers, UniFirst has applied its knowledge of, and valuable experience in, the industrial uniform market. UniFirst believes that the information inherent in these goals represents a valuable competitive advantage.

Disclosing earnings per share and revenue goals that are not publicly available would, through reverse engineering, provide existing and potential competitors with UniFirst’s projections about the potential growth of the markets in which UniFirst currently operates or may expand into in the future.  Gaining knowledge of UniFirst’s understanding of the potential size of its future revenue would enable competitors to adjust their strategic approach to hiring, spending and marketing, all in an effort to harm UniFirst competitively.  To the extent that recent historical revenue growth goals are greater than historical actual revenue growth, other companies would conclude that UniFirst believes that revenue will grow significantly in the current year and may seek to enter certain of or all of UniFirst’s markets to wrest market share away.  Such new entrants may be stronger than UniFirst in
particular geographic areas or with respect to the provision of certain services, or more familiar to current and potential customers of UniFirst in certain geographic areas.  Alternatively, competitors could, through reverse engineering of historical earnings per share and revenue goals, determine that the industrial uniform market does not support what such competitors interpret as UniFirst’s earnings per share and revenue estimates.  As a result, competitors could be enticed to pursue new markets that UniFirst is considering in efforts to expand sources of revenue growth.  This would result in a “bidding up” of acquisition prices, causing significant competitive harm to UniFirst.

If coupled with a dissemination of historical revenue goals, public disclosure of historical earnings per share would enable UniFirst’s competitors and suppliers to gain valuable insight into UniFirst’s understanding of future pricing and expense trends through reverse engineering of the historical disclosures.  Most of UniFirst’s costs of revenues are attributable to only a few variables. There are fewer variables affecting UniFirst’s bottom-line than many other companies.  If projected earnings per share growth reverse engineered from historical disclosure is inconsistent with actual earnings per share growth previously experienced or varies in a substantial way from the historical relationship with revenue, competitors and suppliers would glean important industry knowledge. Such information could also improve the bargaining position of UniFirst’s suppliers.  Higher supplier costs
would make it more difficult for UniFirst to compete effectively with other companies, which could harm UniFirst’s profitability.  Information developed by competitors regarding UniFirst’s projected pricing trends would enable competitors to have more information when approaching new customers, including existing customers of UniFirst, which would enhance their efforts to limit UniFirst’s revenue opportunities.

In essence, the earnings per share and revenue targets reflected in the annual cash incentive bonuses represent the distillation of UniFirst’s understanding of the markets in which it currently operates and markets that it may pursue in the future.  Public disclosure of such metrics would represent an invitation to competitors to reverse engineer UniFirst’s accumulated know-how and expertise at little to no cost or expense of time.  Given the high concentration of UniFirst’s costs in items that are directly tied to pricing and costs of expansion (i.e., relating to acquisitions of businesses), such reverse engineering is not speculative.

Materiality Analysis

UniFirst respectfully submits that its existing disclosure regarding annual cash incentive bonuses paid to UniFirst’s named executive officers satisfies the obligation to provide material information that is necessary to understand UniFirst’s compensation policies.  Instruction number 1 to Item 402(b) of Regulation S-K states that the purpose of the Compensation Discussion and Analysis is “to provide to investors material information that is necessary to an understanding of the registrant’s compensation policies and decisions regarding the named executive officers.”  In addition, Item 402(b)(1) of Regulation S-K states that the “discussion shall explain all material elements of the registrant’s compensation of the named executive officers.”

In its Proxy Statement filed with the Commission on December 9, 2008 (the “Proxy Statement”), UniFirst set forth the specific components for the calculation of the annual cash inventive bonus, which are corporate revenue, earnings per share and customer retention. UniFirst stated the percentage of base salary that a named executive officer has the ability to earn based on the attainment of corporate revenue, earnings per share and customer retention.  UniFirst described when the corporate performance targets are set and when corporate performance relative to the targets is measured and the nature of the targets.  For example, UniFirst disclosed that revenue targets are set at the beginning of the fiscal year and that at the end of the fiscal year, UniFirst compares actual revenues for the fiscal year to target revenues and actual revenues for the fiscal year to
 revenues for the prior fiscal year.  Furthermore, UniFirst stated the relative difficulty involved in the achievement of the predetermined goals.  For example, UniFirst stated:  “Overall, the minimum revenue, earnings per share and customer retention targets under our bonus plan were set at levels that we believed to be achievable with strong performance by our executives.”  Finally, UniFirst disclosed the
amount of the annual cash incentive bonus earned by each named executive officer.

The annual cash incentive bonuses that were paid to UniFirst’s named executive officers in fiscal 2008 and in other recent years represented only one component of total compensation earned by the named executive officers.  The other components, including annual base salary, option grants, pension plan and matching 401(k) contributions, were disclosed in the Proxy Statement.  As indicated in the summary compensation table in the Proxy Statement, the amount of annual cash incentive bonus paid to each named executive officer in fiscal 2008 ranged from 15% to 17% of each named executive officer’s fiscal 2008 total compensation.

In addition, UniFirst believes the annual cash incentive bonuses paid to UniFirst’s named executive officers in fiscal 2008 in respect of the achievement of performance goals are not, individually or the in the aggregate, material to shareholders evaluating UniFirst’s financial condition and results of operation.  UniFirst’s revenues in fiscal 2008 were over $1.02 billion, and total expenses were over $914 million. The amount of annual cash incentive bonuses paid to UniFirst’s named executive officers in fiscal 2008 totaled less than $450,000.  Furthermore, the amount of UniFirst’s annual cash incentive bonuses have historically been less or substantially less than those paid by UniFirst’s competitors.

UniFirst also respectfully submits that the range from the high and low annual cash incentive bonuses a named executive officer may receive based on the earnings per share and revenue targets is not material.  Therefore, disclosure of the earnings per share and revenue goals is not material to an understanding of UniFirst’s annual cash incentive bonuses paid to its named executive officers.

Proposed Additional Disclosure

While UniFirst respectfully submits that its existing disclosure is adequate, in future filings UniFirst would also include disclosure regarding the aggregate annual cash incentive bonuses paid to the named executive officers for each of the previous five years as a percentage of their total base salaries (in addition to the disclosure UniFirst currently provides of such percentages for the most recently completed fiscal year).

In conclusion, UniFirst respectfully submits that the disclosure of earnings per share and revenue corporate performance goals used to determine annual cash incentive bonuses would likely cause it substantial competitive harm and that such goals are not material to an understanding of UniFirst’s compensation practices or to its results of operation.

Other Matters

In responding to the Staff’s comments, we acknowledge that:

            •

            UniFirst is responsible for the adequacy and accuracy of the disclosure in the filings;

            •

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

            •

            UniFirst may not assert Staff comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

If you should have any questions about this letter, please call the undersigned at (978) 658-8888.

Very truly yours,

/s/ Steven S. Sintros

Steven S. Sintros,

Vice President and Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720         April 13, 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 response letter dated April 3, 2009 and have the
following comments.  Please address the following comment in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.
We welcome any questions you may have about our comments or on a ny other aspect of
our review.  Feel free to call us at the tele phone numbers listed at th e end of th is letter.

Definitive Proxy Statement Incorporated by Reference Into Part III

Compensation Discussion and Analysis

1. We have reviewed your response to comm ent four in our letter dated March 5,
2009 and believe that you should disclose ma terial earnings per share and revenue
targets in connection with annual cash in centive bonuses in future filings.  Please
disclose these targets in future filings to the extent they become material elements
of your executive compensati on policies or decisions.

*    *    *    *
 Please respond to these comments through correspondence ov er EDGAR within
10 business days or tell us when you will provid e us with a response.  Please furnish a
letter that keys your respons es to our comments and provide s any requested information.
Detailed letters greatly faci litate our review.  Please understand that we may have
additional comments after reviewin g your responses to our comments.

Mr. Ronald D. Croatti
Unifirst Corporation
April 13, 2009
Page 2

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

CORRESP
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UniFirst Corporation

68 Jonspin Road

Wilmington, Massachusetts 01887-1086

Telephone (978) 658-8888

Facsimile (978) 988-0659

April 3, 2009

VIA EDGAR AND FEDERAL EXPRESS

Mr. Larry Spirgel

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, DC 20549

            Re:

            UniFirst Corporation

Form 10-K for Fiscal Year Ended August 30, 2008

Filed November 13, 2008

File No. 000-08504

Dear Mr. Spirgel:

This letter is in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) as set forth in your comment letter to UniFirst Corporation (the “Company”) dated March 5, 2009 (the “Comment Letter”), with respect to the Company’s Annual Report on Form 10-K, File Number 000-08504 (the “Form 10-K”), which was filed with the Commission on November 13, 2008.

Set forth below are the Company’s responses to the comments made by the Staff in the Comment Letter.  For reference purposes, the Staff’s comments have been reproduced below.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Comment No. 1

In future filings to the extent that organic growth continues to materially impact revenue levels, please provide additional detail about the drivers of such growth.  For example, consider explaining and quantifying 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).

Response to Comment No. 1

As requested by the Commission, the Company will provide additional detail in future filings about the drivers of its growth.  This additional disclosure would potentially include further discussion regarding the impact of customer additions, losses, changes in employment levels at existing customers and changes in pricing.

Liquidity and Capital Resources

Comment No. 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).

Response to Comment No. 2

The Company will file our Amended Credit Agreement, the Note Agreement, and the 2006 Note Agreement (each as defined in our Form 10-K) as exhibits to our fiscal 2009 second quarter Form 10-Q which is due to be filed with the Commission on or before April 9, 2009.

Definitive Proxy Statement Incorporated by Reference Into Part III

Security Ownership of Management and Principal Shareholders

Comment No. 3

Please explain to us why you have excluded shares owned by The Queue Limited Partnership and The Red Cat Limited Partnership 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.

Response to Comment No. 3

The Company excluded shares of the Company owned by The Queue Limited Partnership and The Red Cat Limited Partnership from the ownership percentages of Mr. Croatti, Ms. Croatti and Ms. Levenstein set forth in the beneficial ownership table on page 6 of the proxy statement filed with the Commission on December 9, 2008 (the “Proxy Statement”) to avoid misleading the Company’s shareholders regarding the ownership of such shares.  By including the shares owned by The Queue Limited Partnership and The Red Cat Limited Partnership in the ownership percentages of Mr. Croatti, Ms. Croatti and Ms. Levenstein, such shares would be set forth in the beneficial ownership tables on pages 6 and 7 of the Proxy Statement as being beneficially owned by a total of five individuals and entities.  Such double counting of shares would be confusing to shareholders.

The Company believes that it clearly conveyed in the Proxy Statement the ownership by The Queue Limited Partnership and The Red Cat Limited Partnership of shares of the Company and the roles of Mr. Croatti, Ms. Croatti and Ms. Levenstein with respect to such entities.  The Company stated in the footnotes to the beneficial ownership table on page 6 of the Proxy Statement that the shares reflected in the table as being beneficially owned by Mr. Croatti, Ms. Croatti and Ms. Levenstein exclude the specified number of shares owned by The Queue Limited Partnership and The Red Cat Limited Partnership.  Such footnotes also state that Mr. Croatti and Ms. Croatti are directors and shareholders of the general partners of The Queue Limited Partnership and The Red Cat Limited Partnership and that Ms. Levenstein is a director and shareholder of The Queue Limited Partnership.  In addition, the Company
stated in the footnotes to the beneficial ownership table on page 6 of the Proxy Statement that Mr. Croatti, Ms. Croatti and Ms. Levenstein are sole directors and shareholders of the general partner of The Queue Limited Partnership and that Mr. Croatti and Ms. Croatti are sole directors and shareholders of the general partner of The Red Cat Limited Partnership.  The Company believes that such disclosure in the footnotes conveys to investors the nature of the roles of Mr. Croatti, Ms. Croatti and Ms. Levenstein in The Queue Limited Partnership and of Mr. Croatti and Ms. Croatti in The Red Cat Limited Partnership.

In addition, the Company respectfully submits that Mr. Croatti, Ms. Croatti and Ms. Levenstein do not have investment or voting power over the Company’s shares owned by The Queue Limited Partnership and The Red Cat Limited Partnership and, therefore, such shares should not be included in the beneficial ownership table on page 6 of the Proxy Statement as beneficially owned by Mr. Croatti, Ms. Croatti and Ms. Levenstein.  Investment and voting decisions of The Queue Limited Partnership with respect to the shares of the Company owned by The Queue Limited Partnership require the unanimous approval of Mr. Croatti, Ms. Croatti and Ms. Levenstein as the three shareholders and directors of the general partner of The Queue Limited Partnership.  Thus, none of Mr. Croatti, Ms. Croatti or Ms. Levenstein should be deemed to have investment or voting power over the shares of the Company’s
stock owned by The Queue Limited Partnership.  Similarly, investment and voting decisions of The Red Cat Limited Partnership require majority approval, which effectively means unanimous approval by Mr. Croatti and Ms. Croatti as the two shareholders and directors of the general partner of The Red Cat Limited Partnership.  As a result, neither Mr. Croatti or Ms. Croatti should be deemed to have investment or voting power over the shares of the Company’s stock owned by The Red Cat Limited Partnership.

Compensation Discussion and Analysis

Comment No. 4

We note that annual cash incentive bonuses 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 information confidential, disclose in future filings how difficult it would be for you to achieve the undisclosed goals. General statements regarding the level of difficulty or ease associated with achieving the goals are not sufficient. Provide as much detail as necessary without providing information that
would result in competitive harm. Refer to Regulation S-K Compliance and Disclosure Interpretations, Question and Answer 118.04, available at www.sec.gov/divisions/corpfin/guidance/regskinterp.htm.

Response to Comment No. 4

The Company respectfully submits that the predetermined goals used by the Company to determine annual cash incentive bonuses for its named executive officers need not be disclosed because such goals constitute confidential commercial and financial information, the disclosure of which would likely result in substantial competitive harm to the Company.  As disclosed in the Company’s Proxy Statement, the annual cash incentive bonuses paid to the Company’s named executive officers for fiscal 2008 were based on the following corporate financial performance goals: (1) revenues, (2) earnings per share and (3) customer retention.  Such corporate financial performance goals are based on the Company’s internal confidential financial plan (the “Company Plan”).  The Company Plan reflects the Company’s long-term strategies that take many years to implement; as
a consequence, the Company has used these same three metrics for many years and has set performance goals based on a consistent pattern for many years.  The Company has never disclosed, and does not expect to disclose in the future, the performance goals contained in the Company Plan because these goals constitute sensitive commercial and financial information that reveal the Company’s competitive strategies.

The Company believes that disclosure of the historical performance goals under the Company Plan would result in significant competitive harm to the Company.  The industrial uniform rental industry in which the Company operates is intensely competitive.  If the Company disclosed its historical performance goals, competitors would undoubtedly use such historical disclosure to extrapolate over several years the Company’s historic performance goals and thereby determine the Company’s likely goals for the current year.  Moreover, certain of the goals used for purposes of the annual cash incentive bonuses typically incorporate “stretch” objectives, which are at levels which exceed the Company’s publicly disclosed guidance and could therefore create confusion in the investment community.  Thus, the Company believes that disclosure of these corporate financial performance
goals even on a historic basis would provide its existing and potential competitors with substantial competitive advantage, cause substantial harm to the competitive position of the Company, and generate confusion in the investment community about the Company’s goals.

The following are a few examples of specific competitive harms that the Company would suffer as a result of disclosure of the historical performance goals used to determine annual cash incentive bonuses.  For instance, the disclosure of the Company’s corporate revenue goals (which have been based on similar parameters for several years since they reflect the Company’s long-term strategies which take many years to implement) would provide competitors with additional information about, and insight into, the Company’s business strategy and its customer pricing parameters.  For example, if competitors perceived that the Company’s trend of revenue goals was aggressive, they could deduce that the Company would seek to expand into new geographic or business markets.  These competitors could then thwart that strategy by proactively bidding up acquisition prices for companies serving those
 markets or otherwise aggressively entering into these territories or industries themselves.

On the other hand, if competitors determined that the Company’s revenue goals indicated a trend towards relatively slow revenue growth, they might reasonably conclude that the Company was more interested in preserving favorable margins than in expanding its business through, among other things, aggressive customer pricing.  Again, competitors could then use this knowledge to the Company’s competitive disadvantage by offering the Company’s existing customers competitively attractive pricing.

As another example, if the Company’s historic earnings per share goals were disclosed and perceived by a competitor to reflect a trend towards aggressive EPS growth, the competitor could reasonably conclude that earnings per share and profitability were relatively more important to the Company than was business expansion.  The competitor in this situation could more effectively compete against the Company by lowering its prices since it would know that the Company was less inclined to compete on price.  This would result in significant competitive harm to the Company because the Company would lose substantial business.  If the reverse were true and the Company’s historic performance goals revealed a trend where revenue growth was more important to the Company than EPS growth, then the competitors would know that the Company would compete aggressively on price and the competitors
would develop appropriate responsive business strategies.

With respect to the portion of the bonus related to the Company’s customer retention performance, the goals are based in part on proprietary methods of customer research and in part on specific operational goals, the disclosure of which would reveal the Company’s strategy to its competitors.  For example, if a competitor reviewed the Company’s past goals and observed a trend that the Company was emphasizing customer retention more than other objectives, the competitor could lower prices to attempt to undercut the Company’s efforts to retain customers.  Alternatively, the competitor could infer that it would be an opportune time to attempt to expand to a new geographic area and grow revenues in such new area at the expense of the Company, given that the Company’s apparent focus at that time was customer retention rather than expanding into new markets.

In addition, if the Company were required to disclose the performance goals with respect to corporate revenues, earnings per share and customer retention, the Company’s competitors would know precisely how the Company’s financial performance affects the overall compensation of its named executive officers.  Such competitors could then copy the Company’s compensation practices to unfairly compete with the Company when recruiting and hiring executives, or they could modify their practices for the specific purpose of recruiting the Company’s executives.  The Company believes that the success of its business depends on the skill and experience of its executives, many of whom have worked for the Company for over thirty years.  Losing the Company’s executives as a result of disclosing the Company’s confidential goals used for determining bonuses could materially harm
the Company and cause the Company a competitive disadvantage.

Disclosure of the historic performance goals would also competitively harm the Company by revealing its insights into the intensely competitive industry in which it operates.  The Company has been in business for over 70 years and in developing the corporate revenue, earnings per share and customer retention goals applicable to annual cash incentive bonuses, the Company has applied its knowledge of, and valuable experience in, its industry.  The Company believes that the information inherent in these predetermined goals represents a valuable competitive advantage.  This information incorporates the Company’s understanding about pricing trends, expense trends, estimates of future market size and assessments about new markets into which the Company might enter, all of which is the product of the Company’s industry expertise and experience.  Public disclosure of the goals would give
existing competitors and potential competitors vital insight, at no cost or expense of time, into the Company’s operations and market understanding that would cause the Company significant competitive harm.

As an additional matter, t

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UniFirst Corporation

68 Jonspin Road

Wilmington, Massachusetts 01887-1086

Telephone (978) 658-8888

Facsimile (978) 988-0659

March 10, 2009

VIA EDGAR AND OVERNIGHT COURIER

Mr. Larry Spirgel

Assistant Director

United States Securities and Exchange Commission

100 F St. NE

Washington, DC  20549

            Re:

            UniFirst Corporation

            Form 10-K for the fiscal year ended August 30, 2008

            Filed November 13, 2008

            File No. 000-08504

Dear Mr. Spirgel:

We respectfully inform the Commission that we will be providing our responses to your letter dated March 5, 2009 on or before April 3, 2009.  This is consistent with the discussion on March 9, 2009 between our outside counsel, Scott Chase of Goodwin Procter LLP and Staff Attorney John Harrington.

We appreciate Mr. Harrington’s agreement to the extension, and we are working on preparing responses to the comments in your letter.  Please let us know if you have any questions.

Thank you for your assistance.

Very truly yours,

/s/ Steven S. Sintros

Steven S. Sintros

Vice President and Chief Financial Officer

cc: John J. Harrington, Staff Attorney

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

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July 28, 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 June 30, 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 response in your
letter of June 10, 2005. Based on the information provided to your Chief Operating
Decision Maker to assess performance and allocate resources, it appears that you have six
operating segments. Addressing paragraphs 17 and 18 of SFAS 131, tell us the number of
reportable segments you are required to disclose. Provide us with all supporting
documentation in your determination of the number of reportable segments along with
references to applicable accounting literature. Furthermore, you must revise your MD&A
and discuss the profitability measure of each segment consistent with those disclosed in
your SFAS 131 segment information as is required by Financial Reporting Release No. 36
(Section 501.06) Revise or advise.

Response to Comment No. 1

Operating and Reportable
Segments

        The
Company has determined that it has six operating segments which are US Rental and
Cleaning, Canadian Rental and Cleaning, Manufacturing (MFG), Specialty Garments, First Aid
and Corporate. The Company believes that based on these six operating segments, that it
has five reportable segments based on the guidance of SFAS 131. Although First Aid does
not meet the quantitative threshold in paragraph 18 of SFAS 131 (total revenues, assets
and net income are all less than 4% of the consolidated totals) there is not any other
operating segment that does not meet the quantitative thresholds and therefore, the
Company will report First Aid separately. The Company has aggregated its US Rental and
Cleaning operating segment and its Canadian Rental and Cleaning operating segment based on
the criteria in paragraph 17 of SFAS 131.

        The
Company believes that the aggregation of these two operating segments is appropriate as
they have similar economic characteristics as their results of operations are affected by
similar economic factors (i.e. the price of energy, fuel, etc.). These operating segments
also have similar long-term expected gross margins. For the last five years, the US Rental
and Cleaning operating segment and the Canadian Rental and Cleaning operating segment have
generated profits before taxes as a percentage of revenues of 16% and 14%, respectively.
The Company also believes that the aggregation of these two operating segments is
appropriate as they 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 locations of the US Rental and Cleaning operating segment and all of the locations
of the Canadian Rental and Cleaning operating segment 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 the locations in the aggregated operating segments are identical
in that they include the washing, drying, sorting and delivery of garments and non-garment
items. The production facilities for both operating segments 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 operating segments 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 both of the operating segments. 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

        Both
of the operating segments 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.

        The
Company has a Regional Vice President (RVP) for each of the seven regions that comprise
the US Rental and Cleaning operating segment. The Company has one Regional Vice President
(RVP) for the region that comprises the Canadian Rental and Cleaning operating segment.
All eight RVPs report to one of two Senior Vice Presidents who are in charge of the US and
Canadian Rental and Cleaning operations as presented in Exhibit I.

        In
conclusion, based on the criteria of paragraph 17 of SFAS 131 and the facts discussed
above, the Company concludes that the aggregation of the US Rental and Cleaning operating
segment and the Canadian operating segment is appropriate.

Reporting Units

Based on the operating segments
identified by the Company as noted above, the Company believes that it has six reporting
units. These reporting units are US Rental and Cleaning, Canadian Rental and Cleaning,
Manufacturing (MFG), Specialty Garments, First Aid and Corporate. The MFG and Corporate
reporting units do not have any goodwill allocated to them and the goodwill allocated to
the First Aid reporting unit is not material. The Company has performed an annual
impairment test as of August 28, 2004 for each of the four reporting units (US Rental and
Cleaning, Canadian Rental and Cleaning, Specialty Garments and First-Aid) that have
goodwill allocated to them. Based on the results of this test, the Company has concluded
that its goodwill is not impaired as of August 28, 2004.

Amendment to Form 10-K
as of August 28, 2004

The Company has attached a marked
copy of its filed amendment to its Form 10-K as of August 28, 2004 which has been updated
to address the Staff’s comments and the Company’s responses to the Staff’s
letters dated February 18, 2005, March 31, 2005 and June 30, 2005. The Company has
highlighted in red the sections of the document that have been amended to address the
Staff’s comments.

Comment No. 2

Please comply with all of the
above comments in your future filings as applicable.

Response to Comment No. 2

The Company will comply with all of
the staff’s comments as detailed in the Company’s responses in future filings as
applicable.

If you should have any questions
about this letter, please call the undersigned at (978) 658-8888.

     Very truly yours,

By:  /s/ John B. Bartlett

        John B. Bartlett,

        Senior Vice President and

        Chief Financial Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

      							September 22, 2005

Via U.S. Mail and Fax (978-988-0659)
John B. Bartlett
Chief Financial Officer
UniFirst Corporation
68 Jonspin Road
Wilmington, MA  01887

	Re:	UniFirst Corporation
		Form 10-K/A for the fiscal year ended August 28, 2004
		Filed July 28, 2005
File No. 001-08504

Dear Mr. Bartlett:

We have reviewed your supplemental response letter dated August
22,
2005 as well as the above referenced filing and have the following
comments.  As noted in our comment letter dated February 18, 2005,
we
have limited our review to your financial statements and related
disclosures and will make no further review of your documents.
Where
indicated, we think you should revise your documents in response
to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
We welcome any questions you may have about our comments or any
other
aspect of our review.  Feel free to call us at the telephone
numbers
listed at the end of this letter.

Form10-K/A for the fiscal year ended August 28, 2004

Item 9A Controls and Procedures

1. In light of the fact that you restated the financial statements
for the period ending August 28, 2004, we believe the principal
executive and principal financial officers need to re-evaluate
their
original conclusions surrounding the effectiveness of their
disclosure controls and procedures (DCP) as of the end of the
period
covered by the original report. At a minimum, we expect disclosure
explaining that Company`s management continues to believe the DCP
were effective and why the principal executive and principal
financial officers continue to believe the DCP were effective,
after
considering the fact that the financial statements were required
to
be restated. In addition, if applicable, the company should
disclose
pursuant to Item 308(c) of Regulation S-K and Exchange Act Rule
12b-
20 what has been done to correct the internal control problems.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      You may contact Joe Cascarano, Staff Accountant, at (202)
551-
3376 or Carlos Pacho, Senior Assistant Chief Accountant, at (202)
551-3835 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

John B. Bartlett
UniFirst Corporation
September 22, 2005
Page 1

</TEXT>
</DOCUMENT>

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October 5, 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 September 22, 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

        In
light of the fact that you restated the financial statements for the period ending August
28, 2004, we believe the principal executive and principal financial officers need to
re-evaluate their original conclusions surrounding the effectiveness of their disclosure
controls and procedures (DCP) as of the end of the period covered by the original report.
At a minimum, we expect disclosure explaining that Company’s management continues to
believe the DCP were effective, and why the principal executive and principal financial
officers continue to believe the DCP were effective, after considering the fact that the
financial statements were required to be restated. In addition, if applicable, the company
should disclose pursuant to Item 308(c) of Regulation S-K and Exchange Act Rule 12b-20
what has been done to correct the internal control problems.

Response to Comment No. 1

        The
Company will file another amendment to its Form 10-K for the year ended August 28,
2004 in which the disclosure in Item 9A will appear as follows:

Disclosure
Controls and Procedures. In conjunction with the original filing of this Annual Report
on Form 10-K for the fiscal year ended August 28, 2004 on November 12, 2004 and as
required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange
Act”), the Company carried out an evaluation under the supervision and with the
participation of the Company’s management, including the Company’s Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and
operation of the Company’s disclosure controls and procedures. Based upon this
evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the
Company’s disclosure controls and procedures are effective to ensure that material
information relating to the Company required to be disclosed by us in reports we file or
submit under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in Securities and Exchange Commission rules and forms.

On
July 7, 2005, the Company announced that based on a periodic review of our quarterly and
annual reports by the Securities and Exchange Commission (SEC), the Company determined
that it would include additional segment disclosure information in its quarterly and
annual filings. On July 28, 2005, the Company amended its Annual Report on Form 10-K for
the fiscal year ended August 28, 2004 (the Amendment) to include additional segment
information and to revise certain other disclosures for the periods covered thereby. In
connection with the filing of the Amendment, the Company’s management including the
Company’s Chief Executive Officer and Chief Financial Officer reevaluated the
effectiveness of the design and operation of the Company’s disclosure controls and
procedures as of August 28, 2004. Based upon this reevaluation, the Chief Executive
Officer and Chief Financial Officer continue to believe that, as of August 28, 2004, the
Company’s disclosure controls and procedures are effective to ensure that material
information relating to the Company required to be disclosed by us in reports we file or
submit under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in Securities and Exchange Commission rules and forms.

This
conclusion is based on the following: 1) The Company views its internal controls over
financial reporting as a component of its overall disclosure controls and procedures. The
Company believes that the failure to include the disclosure information omitted and
subsequently included in the Amendment did not represent a material weakness in its
internal controls over financial reporting which caused its disclosure controls and
procedures to be deemed ineffective. 2) The Company believes that the Amendment was the
result of a different interpretation of the disclosure requirements of SFAS 131, not the
result of ineffective disclosure controls and procedures. 3) The additional disclosures
included in the Amendment did not change the Company’s previously reported
consolidated revenues, net income, income per share or other results of operations and did
not require restatement of the basic consolidated financial statements (Balance Sheets,
Statements of Income, Shareholders’ Equity and Cash Flows). 4) While the expanded
disclosures provide additional information, that additional information is consistent with
previous disclosures in Item I “Business” and Item 7 “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”.

After
evaluating the above information, the Company continues to believe its disclosure controls
and procedures are effective to ensure that material information relating to the Company
that is required to be disclosed by us in reports we file or submit under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms.

In
designing and evaluating the disclosure controls and procedures, the Company’s
management recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurances of achieving the desired control
objectives, and management necessarily was required to apply its judgment in designing and
evaluating the controls and procedures. The Company currently is in the process of further
reviewing and documenting its disclosure controls and procedures, and its internal control
over financial reporting, and may from time to time make changes aimed at enhancing their
effectiveness and to ensure that our systems evolve with our business.

Changes
in Internal Control Over Financial Reporting. There were no changes in our internal
control over financial reporting during the fourth quarter of fiscal year 2004 that have
materially affected, or that are reasonably likely to materially affect, our internal
controls over financial reporting.

If you should have any questions
about this letter, please call the undersigned at (978) 658-8888.

     Very truly yours,

By:  /s/ John B. Bartlett

        John B. Bartlett,

        Senior Vice President and

        Chief Financial Officer

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August 22, 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 August 4, 2005 to John B.
Bartlett (the “Comment Letter”) and comments of the Staff during a phone call
with Steven S. Sintros (Corporate Controller) on August 4, 2005.

        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 statement that your
“disclosure controls and procedures are effective to ensure that material information
relating to the Company required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the Commission’s Rules and forms.” Since you restated
your financial statements for the year ended December 31, 2004 (August 28, 2004), it
appears that your disclosure controls and procedures were ineffective as of December 31,
2004 (August 28, 2004). Please revise, or tell us why you believe they were effective.

Response to Comment No. 1

        The
Company views its internal controls over financial reporting as a component of its overall
disclosure controls and procedures and therefore, is responding to the Staff’s
comments in that context. The Company has concluded that its disclosure controls and
procedures were effective as of August 28, 2004 as the Company believes that the failure
to include information omitted and subsequently included in the Company’s Form 10-K/A
filing on July 28, 2005 (Form 10-K/A) did not represent a material weakness in its
internal controls over financial reporting which caused its disclosure controls and
procedures to be deemed ineffective. While the SEC Staff has not issued specific
interpretive guidance regarding disclosure controls and procedures, in the May 16, 2005
Staff Statement on Management’s Report on Internal Controls Over Financial Reporting,
the SEC staff asserted, “Neither Section 404 nor the Commission’s implementing
rules required that a material weakness in internal controls over financial reporting must
be found in every case of restatement resulting from an error. Rather, both management and
the external auditor should use their judgment in assessing the reasons why a restatement
was necessary and whether the need for restatement resulted from a material weakness in
controls. Such an evaluation should be based on all the facts and circumstances, including
the probability of occurrence in light of the assessed effectiveness of the company’s
internal control, keeping in mind that internal control over financial reporting is
defined as operating at the level of reasonable assurance.” The Company
continues to believe that its disclosure controls and procedures are effective to ensure
that material information relating to the Company that is required to be disclosed
by us in reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange
Commission rules and forms.

        The
Company conclusion is based on the following information:

               A.

               The amendment to the Form 10-K was the result of a different interpretation of
               the disclosure requirements of SFAS 131, not the result of ineffective
               disclosure controls and procedures.

               B.

               None of the additional disclosures included in the Company’s Form 10-K/A
               affected or changed the Company’s previously reported consolidated
               revenues, net income, income per share or other results of operations and did
               not require restatement of the basic consolidated financial statements (Balance
               Sheets, Statements of Income, Shareholders’ Equity and Cash Flows).

               C.

               While the expanded disclosures provide additional information, that additional
               information was consistent with previous disclosures in Item I
               “Business” and Item 7 “Management’s Discussion and Analysis
               of Financial Condition and Results of Operations”.

               D.

               The additional disclosure in the Form 10-K/A did not result in any questions or
               comments from shareholders or analysts regarding the additional information
               presented in the Form 10-K/A or a significant fluctuation of the Company’s
               stock price surrounding its press release announcing the amendment of its Form
               10-K or the actual filing of the amendment.

               E.

               The Company consulted with Ernst & Young LLP, its independent registered
               public accounting firm, including its national office regarding this matter.
               Ernst & Young LLP agreed with the Company’s conclusion that the failure
               to include the information omitted and subsequently included in the
               Company’s Form 10-K/A did not represent a material weakness in its internal
               controls over financial reporting which caused its disclosure controls and
               procedures to be deemed ineffective.

        After
evaluating the above information, the Company reconsidered its disclosure in Item 9A.
“Controls and Procedures” and continues to believe its disclosure controls and
procedures are effective to ensure that material information relating to the
Company that is required to be disclosed by us in reports we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission rules and forms.

Comment No. 2

In the Company’s response
dated March 11, 2005 to the Staff’s letter dated February 18, 2005, the Company
stated that, Pursuant to the Rule 5-03(b)(1) of Regulation S-X, the Company will state
separately on its Statement of Income, revenues and operating costs for the following
categories; “Rental and Cleaning” and “Direct Sales” in future
filings. The “Direct Sales” category will include sales and cost of sales as
applicable, related to the direct sale of first-aid cabinet services and safety supplies
and direct sale of garments, non-garment items and specialty garments.” The Staff has
asked the Company to include such disclosure in filings going forward or to explain to the
Staff why such disclosures are not required.

Response to Comment No. 2

        The
Company has subsequently determined that based on the guidance in Rule 5-03(b)(1) that
Direct Sales revenues and costs are not required to be disclosed separately as they are
less than 10% of total revenues. Therefore, the Company will continue to disclose one line
each for revenues and costs of sales in future filings.

If you should have any questions
about this letter, please call the undersigned at (978) 658-8888.

     Very truly yours,

By:  /s/ John B. Bartlett

        John B. Bartlett,

        Senior Vice President and

        Chief Financial Officer

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corresp

June 10, 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 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 during a phone call with the Company on May 23, 2005 (the “Call”).

     During the Call, the Staff requested that the Company provide a letter explaining the
Company’s position regarding certain parts of the business that were identified by the Staff as
operating segments. These operating segments were identified by the Staff based on certain
information provided in Exhibit I of the Company’s May 2, 2005 response to the Staff’s letter dated
March 31, 2005 (“Exhibit I”).

Operating Segments

     The Staff has asked the Company to consider, based on the information presented in Exhibit I,
whether the results of operations presented in the columns labeled Canada, Mfg, and Corporate
constitute separate operating segments as defined by paragraph 10 of SFAS 131. The Company
continues to believe that it has three operating segments; the US and Canadian Rental and Cleaning
operating segment, the Specialty Garments Rental and Cleaning operating segment and the First Aid
operating segment. Information related to these three operating segments is regularly reviewed by
the Chief Operating Decision Maker (CODM) for the purpose of assessing performance. The Company
believes that the most accurate presentation of information that reflects how the CODM assesses
performance would be to combine the results of operations of US Laundries, Canada, Mfg and the
majority of the costs in Corporate to form the US and Canadian

Rental and Cleaning operating segment. The remaining two operating segments would include the
results of operations currently labeled in Exhibit I as Specialty Garments and First Aid. These
two operating segments would also now include a small amount of allocated corporate costs. The
Company will revise its internal reporting to reflect this presentation as it feels that this is
the presentation that most accurately reflects how the CODM assesses performance.

     The Company does not believe that its manufacturing operation (Mfg) constitutes an operating
segment as defined by paragraph 10 of SFAS 131. This is due primarily to the fact that the
Company’s CODM does not regularly review the information provided in Exhibit I related to Mfg for
the purpose of allocating resources to or assessing its performance. The CODM views Mfg as one of
many cost centers that support the US and Canadian Rental and Cleaning operating segment. Mfg
operates entirely to support the US and Canadian Rental and Cleaning operating segment and does not
interact at all with the Specialty Garments Rental and Cleaning or First Aid operating segments.

     The amounts reflected as revenues recorded by Mfg are generated when goods are shipped from
the Company’s manufacturing facilities in Mexico to its distribution center in Owensboro, Kentucky.
These revenues are recorded at a transfer price which is typically in excess of the actual
manufacturing cost. The transfer price is determined by management and does not necessarily
represent the fair value of the garments manufactured. This transfer price is typically the
estimated cost to acquire a similar garment from a third party, but in many instances the transfer
price is lower to encourage the laundries to use the internally manufactured garment rather than
purchase the garment from a third party. Transfer prices are used, as opposed to cost, so the US
and Canadian Rental and Cleaning locations do not receive the benefit from the lower merchandise
costs that are a result of internal manufacturing. This helps to prevent situations where the
laundry locations attempt to pass along these lower merchandise costs to the customers by offering
lower pricing. These transfer prices are not used to assess the performance of the manufacturing
facility. The amounts which are reflected as revenues are eliminated in the Company’s
consolidated financial statements. The CODM does not make decisions about whether to manufacture
garments versus buying garments based on the operating results of Mfg as presented in Exhibit I.
The results of operations of Mfg are reviewed jointly with the results of operations of the US and
Canadian Laundries by the CODM to make relevant decisions about the performance of or resources to
be allocated to the US and Canadian Rental and Cleaning operations as a whole.

     The Company also does not believe that the information presented in the Corporate column of
Exhibit I (“Corporate”) constitutes an operating segment as defined by paragraph 10 of SFAS 131.
This is due to the fact that the Company’s CODM does not regularly review the information in
Corporate for the purpose of allocating resources or assessing performance. As currently presented,
Corporate includes costs associated with the Company’s distribution center, sales and marketing,
information systems, engineering, materials management, finance and budgeting, human resources,
other general and administrative costs and interest expense. The revenues presented in Corporate
are direct sales revenues related to national accounts and catalog sales. These

sales are made primarily to the customers of the US and Canadian Rental and Cleaning operating
segment. These revenues are not material as they represent less than 1% of total revenues.

     The Company estimates that greater than 90% of the costs in Corporate relate to the US and
Canadian Rental and Cleaning operating segment. Many of the cost centers included in Corporate such
as the distribution center, sales & marketing and materials management incur costs that are 100%
in support of the US and Canadian Rental and Cleaning operating segments. The costs for
distribution, sales & marketing and materials management for the Specialty Garments Rental and
Cleaning and First-Aid operating segments are already included in the columns on Exhibit I entitled
Specialty Garments and First-Aid. Therefore, substantially all of the costs in Corporate are
currently reviewed jointly with the results of operations of the US and Canadian Laundries and Mfg
by the CODM to make relevant decisions about the performance of or resources to be allocated to the
US and Canadian Rental and Cleaning operations as a whole and therefore will be allocated to this
operating segment in the Company’s revised internal reporting. In addition, the remaining costs
that relate to all three operating segments will either be allocated based on their relative
involvement with the three operating segments or remain in a corporate column. For example, the
Company will not allocate certain costs such as interest expense to its operating segments.

     The Company believes that allocating these Corporate costs to the Company’s proposed three
operating segments is in line with the guidance in paragraph 89 of SFAS 131. SFAS 131 discusses
the fact that it is likely that the information used by the CODM would include amounts that clearly
are directly attributable to a particular segment; otherwise, the usefulness of the information for
decision making purposes would be doubtful.

     In addition, the Company does not believe that its Canadian Rental and Cleaning operations
(“Canada”) constitutes an operating segment as defined by paragraph 10 of SFAS 131. This is due to
the fact that the Company’s Chief Operation Decision Maker (CODM) does not regularly review the
information provided in Exhibit I related to Canada for the purpose of allocating resources or
assessing its performance. Canada’s results are assessed primarily by a Regional Vice President who
reports to one of two Senior Vice Presidents as reflected in Exhibit II of the Company’s May 2,
2005 response. The information with respect to Canada in Exhibit I has always been segregated from
a reporting standpoint due to the different currency used in accumulating this financial
information. As discussed above, a more relevant presentation of the information for use by the
CODM would combined the Company’s Canadian operations with the US Rental and Cleaning operations,
Mfg, and certain Corporate costs as this is how the CODM reviews the information when assessing
performance and allocating resources.

     In summary, the CODM currently reviews the information for US Laundries, Mfg, Canada, and
substantially all of the costs in Corporate together when assessing the performance of and
allocating resources to the US and Canadian Rental and Cleaning operating segment. This is due to
the fact that all of the Mfg costs and substantially all of

the Corporate costs are directly attributable to the US and Canadian Rental and Cleaning
operating segment. Therefore, as discussed above, the Company will revise its internal reporting
to reflect how the CODM assesses performance of the Company’s three operating segments.

Reportable Segments

     The Company feels that its reportable segments that meet the quantitative thresholds for
separate reporting as described in SFAS 131 are the US and Canadian Rental and Cleaning operating
segment and the Specialty Garments operating segment. The Company’s remaining operating segment;
First Aid, does not meet the quantitative threshold to be reported separately. Accordingly,
segment disclosure would include three columns; (1) US and Canadian Rental and Cleaning operating
segment (2) Specialty Garments and (3) Other. The Other column would contain the First Aid
operating segment as well as any corporate costs that were not allocated to the specific operating
segments in the Company’s revised internal reporting as discussed above.

     The Company is willing to present its segment disclosures as described above, however, it
would be preferable to the Company to combine the operations of the Specialty Garments Rental and
Cleaning and First Aid operating segments into one column and present unallocated corporate costs
in a separate column. The Company feels that this would be a more relevant disclosure as both of
these operating segments represent business operations. The Company does not feel that this
disclosure would be contrary to the objectives of SFAS 131 due to the fact that the First Aid
operating segment is not material consisting of less than 4% of consolidated revenues, assets and
pre-tax income.

     Please call the undersigned at (978) 658-8888 after reviewing this letter to discuss the
segment disclosure that the Company will include in future filings.

    Very truly yours,

    By:
    /s/ John B. Bartlett

    John B. Bartlett,

    Senior Vice President

and Chief Financial Officer

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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

CORRESP
1
filename1.htm

March
11, 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”) 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
February 18, 2004 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

        In
future filings, please briefly describe your business combinations that would materially
affect the comparability of the information reflected in selected financial data, or
cross-reference to the appropriate footnote of the consolidated financials. See Item
301(b)(2) of Regulation S-K.

      Response
to Comment No. 1

        In
future filings, the Company will cross reference to the appropriate footnote that
describes the Company’s business combinations that would materially affect the
comparability of the information in the selected financial data as required by Item
301(b)(2) of Regulation S-K.

        Comment
No. 2

        We
refer you to your “Environmental and Other Contingencies” disclosures. MD&A
disclosures made pursuant to the guidance provided by the SEC should be sufficiently
specific to enable a reader to understand the scope of the contingencies affecting the
registrant. In this regard, in future filings, your discussion of historical and
anticipated environmental expenditures should, to the extent material, describe separately
(a) recurring costs associated with managing hazardous substances and pollution in
on-going operations, (b) capital expenditures to limit or monitor hazardous substances or
pollutants, (c) mandated expenditures to remediate previously contaminated sites, and (d)
other infrequent or non-recurring clean-up expenditures that can be anticipated but which
are not required in the present circumstances. Disaggregated disclosure that describes
accrued and reasonably likely losses with respect to particular environmental sites that
are individually material may be necessary for a full understanding of these
contingencies.

      Response
to Comment No. 2

        In
future filings the Company will include in its MD&A, disclosure consistent with the
Staff’s recommendations and the Company’s response to the Staff’s Comment
No. 10.  Please see the response to Comment No. 10 for the Company’s revised disclosures.

      Comment
No. 3

        Choose
from among the three disclosure formats provided by Item 305(a) and include more detailed
quantitative information about foreign currency and interest rate market risk in future
filings.

      Response
to Comment No. 3

        In
future filings, the Company will incorporate the Sensitivity Analysis disclosures as
described by Item 305(a)(ii). These disclosures will quantify the potential change in
future earnings resulting from hypothetical changes in interest rates and foreign currency
exchange rates. The following is an example of the Company’s revised disclosure as of
November 27, 2004.

Interest Rate Sensitivity

        The Company is exposed to market risk
from changes in interest rates which may adversely affect its financial position, results
of operations and cash flows. In seeking to minimize the risks from interest rate
fluctuations, the Company manages exposures through its regular operating and financing
activities. The Company is exposed to interest rate risk primarily through its borrowings
under its $125 million Amended Credit Agreement with a syndicate of banks and its $90
million of Floating Rate Notes with a group of insurance companies. Under both agreements,
the Company borrows funds at variable interest rates based on the Eurodollar rate or LIBOR
rates. If the LIBOR rates fluctuated by 10%, interest expense would have fluctuated by
approximately $50,000 for the quarter ended November 27, 2004 based on the current level of
borrowing under these variable rate debt instruments as of November 27, 2004.

Foreign
Currency Exchange Risk

        Management has determined that all of the Company’s
foreign subsidiaries operate primarily in local currencies that represent the functional
currencies of the subsidiaries. All assets and liabilities of foreign subsidiaries are
translated into U.S. dollars using the exchange rate prevailing at the balance sheet date.
The effect of exchange rate fluctuations on translation of assets and liabilities are
recorded as a component of stockholders’ equity. Income and expense accounts are
translated at average exchange rates during the year. As such, the Company’s
financial condition and operating results are affected by fluctuations in the value of the
U.S. dollar as compared to currencies in foreign countries. Revenue denominated in
currencies other than the U.S. dollar represented approximately 6% of total consolidated
revenues for the years ended August 28, 2004, August 30, 2003 and August 31, 2002 and
assets denominated in currencies other than the U.S. dollar represented approximately 6 %
and 7% of total consolidated assets at August 28, 2004 and August 30, 2003.  If the exchange rates had changed by 10% during the quarter
ended November 27, 2004, the Company’s revenues and assets for the quarter ended and as of
November 27, 2004 would have changed by approximately $1.3 million and $4.8 million, respectively.

        The Company does not operate a
hedging program to mitigate the effect of a significant rapid change in the value of the
Canadian Dollar, Euro, British Pound, or Mexican Peso as compared to the U.S. dollar. Any
gains or losses resulting from foreign currency transactions, including exchange rate
fluctuations on intercompany accounts are reported as transaction gains (losses) in other
income (expense). The intercompany payables and receivables are denominated in Canadian
Dollars, Euros, British Pounds and Mexican Pesos. During the years ended August 28, 2004,
August 30, 2003 and August 31, 2002, transaction gains (losses) included in other income
(expense) were not material. If the exchange rates had changed by 10% during the quarter
ended November 27, 2004, the Company would have recognized an exchange gain or loss in
other income (expense) of approximately $300,000.

      Comment
No. 4

        We
note from your revenue descriptions in your general business section of Item 1 and in your
MD&A that approximately 85% of your revenues in 2004 were generated from rental
activity and the remaining 15% was generated from services and sales of garments. As
required by Rule 5-03(b)(1) of Regulation S-X, in future filings, please revise your
presentation in future filings to disclose separately revenues from rentals as compared to
those generated from service activity and other. Concomitantly, please state separately
expenses related to rental revenues from those related to services and other. See Rule
5-03(b)(2) of Regulation S-X. Please revise or advise.

      Response
to Comment No. 4

        In
Item I and in the MD&A, the Company stated the following:

        “In
fiscal 2004, the Company generated $719.4 million in revenue, of which approximately 58%
was from the rental of uniforms and protective clothing, 27% was from the rental of
non-garment items, 8% was from garment decontamination services, 4% was from first aid
cabinet services and other safety supplies, and 3% was from the direct sale of
garments.”

        In
future filings, the Company will revise its disclosure to reflect a more complete
description of its revenue categories. The revised disclosure will read as follows:

        In
fiscal 2004, the Company generated $719.4 million in revenue, of which approximately 93%
was from the rental and cleaning of uniforms and protective clothing, non-garment items
and specialty garments. Of the 93%, 54% of revenues were from the rental and cleaning of
uniforms and protective clothing, 31% was from the rental and cleaning of non-garment
items and 8% was from the rental and cleaning of specialty garments such as nuclear
contaminated and cleanroom garments. The direct sale of first aid cabinet services and
other safety supplies represented 4% of total revenue and the direct sale of garments and
other non-garment items represented 3% of total revenue.

        Pursuant
to the Rule 5-03(b)(1) of Regulation S-X, the Company will state separately on its
Statement of Income, revenues and operating costs for the following categories;
“Rental and Cleaning” and “Direct Sales” in future filings. The
“Direct Sales” category will include sales and cost of sales as applicable,
related to the direct sale of first-aid cabinet services and safety supplies and direct
sale of garments, non-garment items and specialty garments.

      Comment
No. 5

        In
future filings, please revise the statements to comply with SAB Topic 11:B. We note that
you exclude depreciation and amortization from the line item for “operating
costs”.

      Response
to Comment No. 5

        In
future filings, the Company will comply with SAB Topic 11:B by modifying the income
statement caption for Operating costs to include the notation “exclusive of
depreciation and amortization”. The Company will also include this notation as part
of its caption for Selling and administrative expenses. The Company also feels it is
currently in compliance with the statement in SAB Topic 11:B related to not placing undue
emphasis on “cash flow”. The Company currently includes Depreciation and
amortization as a separate caption on its statement of income within costs and expenses
to compute income from operations which does not result in reporting an amount representing income before
depreciation and amortization.

      Comment
No. 6

        Please
tell us the basis of using a credit-adjusted risk-free rate of 4.0% for time periods
ranging from 10 to 30 years when discounting environmental contingencies. For example, in
comparison, we note that the credit-adjusted risk-free rates for discounting asset
retirement obligations, which range from 1 to 30 years, range from 3.00% to 7.25%.

      Response
to Comment No. 6

        The
Company’s current disclosure in Note 1 – Summary of Critical and Significant
Accounting Policies states, “The estimated liability for environmental and other
contingencies has been discounted using a credit-adjusted risk-free rate of interest of
4.0% over periods ranging from ten to thirty years.” This disclosure will be revised
to delete “credit-adjusted” and to state that the estimated liability for
environmental and other contingencies has been discounted using risk free rates of
interest ranging from 4% to 5%.

        SAB
Topic 5:Y addresses the rate to be used in valuing environmental contingencies. SAB Topic
5:Y states, “The rate used to discount the cash payments should be the rate that will
produce an amount at which the environmental or product liability could be settled in an
arm’s length transaction with a third party. SOP 96-1 further states that the
discount rate used to discount the cash payments should not exceed the interest rate on
monetary assets that are essentially risk free and have maturities comparable to
that of the environmental or product liability.”

        Therefore,
the Company believes that its use of rates ranging from 4% to 5% is appropriate as it
represents the “risk-free rates” applicable for the Company’s estimated
payments. The Company uses a “credit-adjusted risk-free rate” for discounting
asset retirement obligations as paragraph 9 of SFAS 143 requires. Please refer to the
Company’s response to the Staff’s Comment No. 10 for revised disclosure related
to environmental and other contingencies that the Company will use in future filings.

      Comment
No. 7

       We note that you recognize environmental liabilities on a discounted basis. Besides disclosing
the discount rate used, in future filings please disclose the following:
•    The
expected payment for each of the five succeeding years and the aggregate amount
thereafter;
•    A reconciliation of the expected aggregate
undiscounted amount to amounts recognized in the balance sheet;
•    An
explanation of material changes since the prior balance sheet date in the expected
aggregate amount of the obligations (other than those resulting from a pay down of the
obligation)
      Please
refer to SAB Topic 5Y.

      Response
to Comment No. 7

        In
future filings the Company will include in Note 1 – Summary of Critical and
Significant Accounting Policies disclosure consistent with the Staff’s
recommendations and the Company’s response to the Staff’s Comments No. 10.

      Comment
No. 8

        In
connection with the Textilease purchase, describe for us in more detail, how you came to
assign goodwill to one “reportable segment.” For example, explain to us whether
there are any reporting units as contemplated by paragraph 50 of SFAS 141 in your varied
list of business operations describing the one reportable segment in the fourth paragraph
of Note 2 – Acquisitions.

      Response
to Comment No. 8

        The
Company stated in Note 2 – “Acquisitions”, that it assigned goodwill from
the Textilease acquisition to only one reporting segment. The Company’s disclosure
will be revised in future filings to state that it assigned the goodwill from the
Textilease acquisition to only one reporting unit as defined by SFAS 142. The only
reporting unit the goodwill from the Textilease acquisition was assigned to was the US and
Canadian Rental and Cleaning reporting unit. This reporting unit designs, manufactures and
purchases, rents, cleans, delivers and sells uniforms and protective clothing and
non-garment items.

        The
Company has determined that it has three reporting units as defined by SFAS 142; the US
and Canadian Rental and Cleaning reporting unit, the Specialty Garments Rental and
Cleaning reporting unit and the First-Aid reporting unit. The First Aid reporting unit
provides its customers with first aid cabinet services and other safety supplies. Please
refer to the Company’s response to the Staff’s Comment No. 9 for detailed
discussion on how the Company determined its reporting units discussed above.

        In
connection with the Textilease acquisition, the Company did allocate certain tangible
assets and liabilities and amortizable intangible assets, based on a third-party
valuation, to the First Aid reporting unit. However, no goodwill was allocated to this
reporting unit. The Company’s decision was based on the guidance in paragraph 34 of
SFAS 142 which states, “Goodwill shall be assigned to reporting units of the
acquiring entity that are expected to benefit from the synergies of the combination even
though other assets or liabilities of the acquired entity may not be assigned to that
reporting unit.” In accordance with the guidance of SFAS 142 paragraph 34, the
Company concluded that the reporting unit that was expected to benefit from the synergies
of the business combination was the US and Canadian Rental and Cleaning reporting unit.

        The
Company’s interest in Textilease’s garment and non-garment rental and cleaning
operations, which represented approximately 82% of Textilease’s annua