content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on February 3, 2000
  
                                              Registration Statement No. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                              -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              -------------------------
  
                                UNIFIRST CORPORATION
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
       MASSACHUSETTS                                       04-2103460
  (STATE OF INCORPORATION)                    (I.R.S. EMPLOYER IDENTIFICATION NO.)
  
                                   68 JONSPIN ROAD
                                WILMINGTON, MA 01887
                                    578-658-8888
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                     REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
  
                   UNIFIRST CORPORATION 1996 STOCK INCENTIVE PLAN
                              (FULL TITLE OF THE PLAN)
                              -------------------------
  
                                  RONALD D. CROATTI
                VICE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                UNIFIRST CORPORATION
                                   68 JONSPIN ROAD
                                WILMINGTON, MA 01887
                                    578-658-8888
  
   (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                               OF AGENT FOR SERVICE)
  
                              -------------------------
  
                                   With a copy to:
  
                               RAYMOND C. ZEMLIN, P.C.
                             GOODWIN, PROCTER & HOAR LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                              -------------------------
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
    Title of Securities Being          Amounts to be           Proposed Maximum           Proposed Maximum            Amount of
            Registered                Registered (1)      Offering Price Per Share(2)  Aggregate Offering Price     Registration Fee
  ------------------------------- ----------------------- --------------------------- ------------------------- ----------------------
  <S>                                     <C>                       <C>                      <C>                       <C>
  Common Stock, par value $0.10           150,000                   $11.78                   $1,767,000                $467.00
            per share
  
  ====================================================================================================================================
  </TABLE>
  
  (1)      This Registration Statement also relates to such indeterminate number
           of additional shares of UniFirst Corporation Common Stock as may be
           required pursuant to the 1996 Stock Incentive Plan in the event of a
           stock dividend, reverse stock split, split-up, recapitalization,
           forfeiture of stock under the plan or other similar event.
  
  (2)      This estimate is made pursuant to Rule 457(c) and (h) under the
           Securities Act of 1933, as amended (the "Securities Act") solely for
           the purposes of determining the amount of the registration fee. The
           registration fee is based upon the average of the high and low prices
           for the Registrant's Common Stock, par value $0.10 per share, as
           reported on the New York Stock Exchange on January 27, 2000.
  
  ================================================================================
  
  
  <PAGE>   2
  
  
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  
  Item 1.           PLAN INFORMATION.*
  
  
  Item 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
  
          * Information required by Part I to be contained in the Section 10(a)
  Prospectuses is omitted from this Registration Statement in accordance with Rule
  428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
  Note to Part I of Form S-8.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
          UniFirst Corporation (the "Registrant") hereby incorporates by reference
  the following documents that have previously been filed with the Securities and
  Exchange Commission:
  
           (a)      the Registrant's annual report on Form 10-K, as filed with the
                    Securities and Exchange Commission on November 24, 1999;
  
           (b)      the Registrant's quarterly report on Form 10-Q, as filed with
                    the Securities and Exchange Commission on January 11, 2000.
  
           (c)      the Registrant's Proxy Statement for the January 11, 2000,
                    Annual Meeting, as filed with the Securities and Exchange
                    Commission on December 2, 1999; and
  
           (d)      the description of the Registrant's Common Stock contained in
                    the Registration Statement on Form S-3 (File No. 333-46131),
                    as filed with the Securities and Exchange Commission on
                    February 12, 1998.
  
          In addition, all documents subsequently filed with the Securities and
  Exchange Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
  15(d) of the Exchange Act, prior to the filing of a post-effective amendment
  hereto that indicates that all securities offered hereunder have been sold or
  which deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes hereof to the extent that a statement contained herein or in any
  subsequently filed document which also is incorporated by reference herein
  modifies or supersedes such statement. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.
  
  
  Item 4.           DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  
  
                                         2
  <PAGE>   3
  
  
  Item 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
          Not Applicable.
  
  
  Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          Section 67 of the Business Corporation Law of The Commonwealth of
  Massachusetts ("BCL") provides that indemnification of directors, officers,
  employees or other agents may be provided by a corporation in its (a) Articles
  of Organization, (b) its by-laws or (c) by a vote of the Board of Directors.
  Section 13(b)(1 1/2) of the BCL provides that the Articles of Organization may
  contain a provision eliminating or limiting the personal liability of a director
  to the corporation or its stockholders for monetary damages for breach of
  fiduciary duty as a director provided that such provision shall not eliminate or
  limit the liability of a director (i) for any breach of the director's duty of
  loyalty to the corporation or its stockholders, (ii) for acts or omissions not
  in good faith or which involve intentional misconduct or a knowing violation of
  law, (iii) under Sections 61 or 62 of the BCL, or (iv) with respect to any
  transaction from which the Director derived an improper personal benefit.
  
          Article 6A of the Registrant's Restated Articles of Organization, as
  amended (the "Articles"), provides for indemnification by the Registrant of its
  directors, officers and certain non-officer employees (including officers and
  certain non-officer employees of subsidiaries) under certain circumstances
  against expenses (including attorneys fees, judgments, fines and amounts paid in
  settlement) reasonably incurred in connection with the defense or settlement of
  any threatened, pending or completed legal proceeding in which any such person
  is involved by reason of the fact that such person is or was a director, an
  officer or an employee of the Registrant, if such person acted in good faith and
  in a manner he or she reasonably believed to be in, or not opposed to, the best
  interests of the Registrant. Article 6G of the Articles provides that no
  director of the Registrant shall be personally liable to the Registrant or its
  stockholders for monetary damages for breach of fiduciary duty as a director,
  notwithstanding any provision of law imposing such liability; provided, however,
  that Article 6G shall not eliminate or limit the liability of a director (i) for
  any breach of the director's duty of loyalty to the Registrant or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii) under Sections 61 or
  62 of the BCL, or (iv) with respect to any transaction from which the director
  derived an improper personal benefit.
  
          The Company carries directors' and officers' liability insurance
  covering its directors and officers.
  
  Item 7.           EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not Applicable.
  
  
  Item 8.           EXHIBITS.
  
          The following is a complete list of exhibits filed as part of this
  Registration Statement.
  
  EXHIBITS
  
            5.1     Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                    the securities being registered
           23.1     Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                    5.1)
           23.2     Consent of Arthur Andersen LLP
           24.1     Powers of Attorney (included on signature pages to this
                    Registration Statement)
  
  
  Item 9.           UNDERTAKINGS.
  
          (a)                The undersigned Registrant hereby undertakes:
  
  
  
                                         3
  <PAGE>   4
  
  
  
                    (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration Statement:
  
                             (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act; and
  
                             (ii) To reflect in the prospectus any acts or events
                    arising after the effective date of the Registration Statement
                    (or the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement;
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
           not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed by the undersigned Registrant pursuant to Section 13 or
           Section 15(d) of the Exchange Act that are incorporated by reference in
           the Registration Statement;
  
                    (2) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold at
           the termination of the offering.
  
       (b)         The undersigned Registrant hereby undertakes that, for purposes
           of determining any liability under the Securities Act, each filing of
           the registrant's annual report pursuant to Section 13(a) or 15(d) of
           the Exchange Act (and, where applicable, each filing of an employee
           benefit plan's annual report pursuant to Section 15(d) of the Exchange
           Act) that is incorporated by reference in the Registration Statement
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be the initial bona fide offering thereof.
  
       (c)         Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and controlling
           persons of the Registrant pursuant to the foregoing provisions, or
           otherwise, the Registrant has been advised that in the opinion of the
           Securities and Exchange Commission such indemnification is against
           public policy as expressed in the Securities Act, and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other than the payment by the registrant of expenses
           incurred or paid by a director, officer or controlling person of the
           registrant in the successful defense of any action, suit or proceeding)
           is asserted by such director, officer or controlling person in
           connection with the securities being registered, the registrant will,
           unless in the opinion of its counsel the matter has been settled by
           controlling precedent, submit to a court of appropriate jurisdiction
           the question whether such indemnification by it is against public
           policy as expressed in the Securities Act and will be governed by the
           final adjudication of such issue.
  
  
  
  
                                         4
  <PAGE>   5
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, UniFirst
  Corporation certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in Wilmington, Massachusetts, on this 31st day of January,
  2000.
  
                                          UniFirst Corporation
  
  
                                          By:  /s/ Ronald D. Croatti
                                               -----------------------------------
                                               Ronald D. Croatti
                                               Vice Chairman, President and Chief
                                                    Executive Officer
  
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints Ronald D. Croatti such person's true and
  lawful attorney-in-fact and agent with full power of substitution and
  resubstitution, for such person and in such person's name, place and stead, in
  any and all capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all documents in connection therewith, with the Securities
  and Exchange Commission, granting unto each said attorney-in-fact and agent full
  power and authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises, as fully to all intents and
  purposes as such person might or could do in person, hereby ratifying and
  confirming all that any said attorney-in-fact and agent, or any substitute or
  substitutes of any of them, may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  
          SIGNATURE                          TITLE                      DATE
  
  /s/ Ronald D. Croatti           Vice Chairman of the Board,     January 31, 2000
  -------------------------       President and Chief
  Ronald D. Croatti               Executive Officer (Principal
                                  Executive Officer)
  
  
  /s/ John B. Bartlett            Senior Vice President and       January 31, 2000
  -------------------------       Chief Financial Officer
  John B. Bartlett                (Principal Financial Officer
                                  and Principal Accounting
                                  Officer)
  
  
  /s/ Aldo Croatti                Chairman of the Board           January 31, 2000
  -------------------------
  Aldo Croatti
  
  
  /s/ Cynthia Croatti             Director and Treasurer          January 31, 2000
  -------------------------
  Cynthia Croatti
  
  
  /s/ Albert Cohen                Director                        January 31, 2000
  -------------------------
  Albert Cohen
  
  
  /s/ Donald J. Evans             Director                        January 31, 2000
  -------------------------
  Donald J. Evans
  
  
  /s/ Reynold L. Hoover           Director                        January 31, 2000
  -------------------------
  Reynold L. Hoover
  
  
  
  
                                         5
  <PAGE>   6
  
  
  
                                    EXHIBIT INDEX
  
  
  EXHIBIT NO.       DESCRIPTION
  
  
    5.1             Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                    the securities being registered.
  
   23.1             Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                    5.1)
  
   23.2             Consent of Arthur Andersen LLP
  
   24.1             Powers of Attorney (included on signature pages to this
                    Registration Statement)
  
  
  
  
  
  
                                         6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "UNIFIRST CORPORATION", "secsgml_size_bytes": 17867}]
metadata_filer: {"company-data": {"conformed-name": "UNIFIRST CORP", "cik": "0000717954", "assigned-sic": "7200", "irs-number": "042103460", "state-of-incorporation": "MA", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96097", "film-number": "522849"}, "business-address": {"street1": "68 JONSPIN RD", "city": "WILMINGTON", "state": "MA", "zip": "01887", "phone": "(978) 658-8888"}, "mail-address": {"street1": "68 JONSPIN ROAD", "city": "WILMINGTON", "state": "MA", "zip": "01887"}, "former-company": {"former-conformed-name": "INTERSTATE UNIFORM SERVICES CORP/MA", "date-changed": "19840410"}}
text: 1
  
      As filed with the Securities and Exchange Commission on February 3, 2000
  
                                              Registration Statement No. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                              -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                              -------------------------
  
                                UNIFIRST CORPORATION
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
       MASSACHUSETTS                                       04-2103460
  (STATE OF INCORPORATION)                    (I.R.S. EMPLOYER IDENTIFICATION NO.)
  
                                   68 JONSPIN ROAD
                                WILMINGTON, MA 01887
                                    578-658-8888
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                     REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
  
                   UNIFIRST CORPORATION 1996 STOCK INCENTIVE PLAN
                              (FULL TITLE OF THE PLAN)
                              -------------------------
  
                                  RONALD D. CROATTI
                VICE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                UNIFIRST CORPORATION
                                   68 JONSPIN ROAD
                                WILMINGTON, MA 01887
                                    578-658-8888
  
   (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                               OF AGENT FOR SERVICE)
  
                              -------------------------
  
                                   With a copy to:
  
                               RAYMOND C. ZEMLIN, P.C.
                             GOODWIN, PROCTER & HOAR LLP
                                   EXCHANGE PLACE
                          BOSTON, MASSACHUSETTS 02109-2881
                                   (617) 570-1000
  
                              -------------------------
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
    Title of Securities Being          Amounts to be           Proposed Maximum           Proposed Maximum            Amount of
            Registered                Registered (1)      Offering Price Per Share(2)  Aggregate Offering Price     Registration Fee
  ------------------------------- ----------------------- --------------------------- ------------------------- ----------------------
  Common Stock, par value $0.10           150,000                   $11.78                   $1,767,000                $467.00
            per share
  
  ====================================================================================================================================
  (1)      This Registration Statement also relates to such indeterminate number
           of additional shares of UniFirst Corporation Common Stock as may be
           required pursuant to the 1996 Stock Incentive Plan in the event of a
           stock dividend, reverse stock split, split-up, recapitalization,
           forfeiture of stock under the plan or other similar event.
  
  (2)      This estimate is made pursuant to Rule 457(c) and (h) under the
           Securities Act of 1933, as amended (the "Securities Act") solely for
           the purposes of determining the amount of the registration fee. The
           registration fee is based upon the average of the high and low prices
           for the Registrant's Common Stock, par value $0.10 per share, as
           reported on the New York Stock Exchange on January 27, 2000.
  
  ================================================================================
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.           PLAN INFORMATION.*
  
  Item 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
          * Information required by Part I to be contained in the Section 10(a)
  Prospectuses is omitted from this Registration Statement in accordance with Rule
  428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
  Note to Part I of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
          UniFirst Corporation (the "Registrant") hereby incorporates by reference
  the following documents that have previously been filed with the Securities and
  Exchange Commission:
  
           (a)      the Registrant's annual report on Form 10-K, as filed with the
                    Securities and Exchange Commission on November 24, 1999;
  
           (b)      the Registrant's quarterly report on Form 10-Q, as filed with
                    the Securities and Exchange Commission on January 11, 2000.
  
           (c)      the Registrant's Proxy Statement for the January 11, 2000,
                    Annual Meeting, as filed with the Securities and Exchange
                    Commission on December 2, 1999; and
  
           (d)      the description of the Registrant's Common Stock contained in
                    the Registration Statement on Form S-3 (File No. 333-46131),
                    as filed with the Securities and Exchange Commission on
                    February 12, 1998.
  
          In addition, all documents subsequently filed with the Securities and
  Exchange Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
  15(d) of the Exchange Act, prior to the filing of a post-effective amendment
  hereto that indicates that all securities offered hereunder have been sold or
  which deregisters all securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part hereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes hereof to the extent that a statement contained herein or in any
  subsequently filed document which also is incorporated by reference herein
  modifies or supersedes such statement. Any statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Registration Statement.
  
  Item 4.           DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
                                         2
  3
  
  Item 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
          Not Applicable.
  
  Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          Section 67 of the Business Corporation Law of The Commonwealth of
  Massachusetts ("BCL") provides that indemnification of directors, officers,
  employees or other agents may be provided by a corporation in its (a) Articles
  of Organization, (b) its by-laws or (c) by a vote of the Board of Directors.
  Section 13(b)(1 1/2) of the BCL provides that the Articles of Organization may
  contain a provision eliminating or limiting the personal liability of a director
  to the corporation or its stockholders for monetary damages for breach of
  fiduciary duty as a director provided that such provision shall not eliminate or
  limit the liability of a director (i) for any breach of the director's duty of
  loyalty to the corporation or its stockholders, (ii) for acts or omissions not
  in good faith or which involve intentional misconduct or a knowing violation of
  law, (iii) under Sections 61 or 62 of the BCL, or (iv) with respect to any
  transaction from which the Director derived an improper personal benefit.
  
          Article 6A of the Registrant's Restated Articles of Organization, as
  amended (the "Articles"), provides for indemnification by the Registrant of its
  directors, officers and certain non-officer employees (including officers and
  certain non-officer employees of subsidiaries) under certain circumstances
  against expenses (including attorneys fees, judgments, fines and amounts paid in
  settlement) reasonably incurred in connection with the defense or settlement of
  any threatened, pending or completed legal proceeding in which any such person
  is involved by reason of the fact that such person is or was a director, an
  officer or an employee of the Registrant, if such person acted in good faith and
  in a manner he or she reasonably believed to be in, or not opposed to, the best
  interests of the Registrant. Article 6G of the Articles provides that no
  director of the Registrant shall be personally liable to the Registrant or its
  stockholders for monetary damages for breach of fiduciary duty as a director,
  notwithstanding any provision of law imposing such liability; provided, however,
  that Article 6G shall not eliminate or limit the liability of a director (i) for
  any breach of the director's duty of loyalty to the Registrant or its
  stockholders, (ii) for acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of law, (iii) under Sections 61 or
  62 of the BCL, or (iv) with respect to any transaction from which the director
  derived an improper personal benefit.
  
          The Company carries directors' and officers' liability insurance
  covering its directors and officers.
  
  Item 7.           EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not Applicable.
  
  Item 8.           EXHIBITS.
  
          The following is a complete list of exhibits filed as part of this
  Registration Statement.
  
  EXHIBITS
  
            5.1     Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                    the securities being registered
           23.1     Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                    5.1)
           23.2     Consent of Arthur Andersen LLP
           24.1     Powers of Attorney (included on signature pages to this
                    Registration Statement)
  
  Item 9.           UNDERTAKINGS.
  
          (a)                The undersigned Registrant hereby undertakes:
  
                                         3
  4
  
                    (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration Statement:
  
                             (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act; and
  
                             (ii) To reflect in the prospectus any acts or events
                    arising after the effective date of the Registration Statement
                    (or the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement;
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
           not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed by the undersigned Registrant pursuant to Section 13 or
           Section 15(d) of the Exchange Act that are incorporated by reference in
           the Registration Statement;
  
                    (2) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold at
           the termination of the offering.
  
       (b)         The undersigned Registrant hereby undertakes that, for purposes
           of determining any liability under the Securities Act, each filing of
           the registrant's annual report pursuant to Section 13(a) or 15(d) of
           the Exchange Act (and, where applicable, each filing of an employee
           benefit plan's annual report pursuant to Section 15(d) of the Exchange
           Act) that is incorporated by reference in the Registration Statement
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be the initial bona fide offering thereof.
  
       (c)         Insofar as indemnification for liabilities arising under the
           Securities Act may be permitted to directors, officers and controlling
           persons of the Registrant pursuant to the foregoing provisions, or
           otherwise, the Registrant has been advised that in the opinion of the
           Securities and Exchange Commission such indemnification is against
           public policy as expressed in the Securities Act, and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other than the payment by the registrant of expenses
           incurred or paid by a director, officer or controlling person of the
           registrant in the successful defense of any action, suit or proceeding)
           is asserted by such director, officer or controlling person in
           connection with the securities being registered, the registrant will,
           unless in the opinion of its counsel the matter has been settled by
           controlling precedent, submit to a court of appropriate jurisdiction
           the question whether such indemnification by it is against public
           policy as expressed in the Securities Act and will be governed by the
           final adjudication of such issue.
  
                                         4
  5
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, UniFirst
  Corporation certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in Wilmington, Massachusetts, on this 31st day of January,
  2000.
  
                                          UniFirst Corporation
  
                                          By:  /s/ Ronald D. Croatti
                                               -----------------------------------
                                               Ronald D. Croatti
                                               Vice Chairman, President and Chief
                                                    Executive Officer
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints Ronald D. Croatti such person's true and
  lawful attorney-in-fact and agent with full power of substitution and
  resubstitution, for such person and in such person's name, place and stead, in
  any and all capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all documents in connection therewith, with the Securities
  and Exchange Commission, granting unto each said attorney-in-fact and agent full
  power and authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises, as fully to all intents and
  purposes as such person might or could do in person, hereby ratifying and
  confirming all that any said attorney-in-fact and agent, or any substitute or
  substitutes of any of them, may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
          SIGNATURE                          TITLE                      DATE
  
  /s/ Ronald D. Croatti           Vice Chairman of the Board,     January 31, 2000
  -------------------------       President and Chief
  Ronald D. Croatti               Executive Officer (Principal
                                  Executive Officer)
  
  /s/ John B. Bartlett            Senior Vice President and       January 31, 2000
  -------------------------       Chief Financial Officer
  John B. Bartlett                (Principal Financial Officer
                                  and Principal Accounting
                                  Officer)
  
  /s/ Aldo Croatti                Chairman of the Board           January 31, 2000
  -------------------------
  Aldo Croatti
  
  /s/ Cynthia Croatti             Director and Treasurer          January 31, 2000
  -------------------------
  Cynthia Croatti
  
  /s/ Albert Cohen                Director                        January 31, 2000
  -------------------------
  Albert Cohen
  
  /s/ Donald J. Evans             Director                        January 31, 2000
  -------------------------
  Donald J. Evans
  
  /s/ Reynold L. Hoover           Director                        January 31, 2000
  -------------------------
  Reynold L. Hoover
  
                                         5
  6
  
                                    EXHIBIT INDEX
  
  EXHIBIT NO.       DESCRIPTION
  
    5.1             Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                    the securities being registered.
  
   23.1             Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                    5.1)
  
   23.2             Consent of Arthur Andersen LLP
  
   24.1             Powers of Attorney (included on signature pages to this
                    Registration Statement)
  
                                         6