content: <PAGE>   1
  
  
                   Registration Statement Consists of 69 pages.
                        The Exhibit Index appears on page 9.
  
                                                                      File No. 33-
  
       As filed with the Securities and Exchange Commission on June 30, 1995
  ================================================================================
                         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 or other jurisdiction of             (I.R.S. Employer Identification No.)
   Incorporation or Organization)
  
  
                  68 JONSPIN ROAD, WILMINGTON, MASSACHUSETTS 01887
                      (Address of Principal Executive Offices)
  
                      UNIFIRST CORPORATION PROFIT SHARING PLAN
                              (Full Title of the Plan)
  
                              ------------------------
   
                                  JOHN B. BARTLETT
                               Senior Vice President
                                UNIFIRST CORPORATION
                                  68 Jonspin Road
                          Wilmington, Massachusetts 01887
                      (Name and Address of Agent for Service)
  
                                   (508) 658-8888
           (Telephone Number, Including Area Code, of Agent for Service)
  
                              ------------------------ 
                                  with a copy to:
  
                              RAYMOND C. ZEMLIN, P.C.
                              Goodwin, Procter & Hoar
                                   Exchange Place
                         Boston, Massachusetts  02109-2881
                                   (617) 570-1000
  
                              ------------------------
  ===============================================================================
  <PAGE>   2
  ================================================================================
                          Calculation of Registration Fee
  
  <TABLE>
  <CAPTION>
  - --------------------------------------------------------------------------------------------
                                                   Proposed           Proposed
                                                   Maximum             Maximum
    Title of                   Amount              Offering           Aggregate       Amount of
  Securities to                to be                Price             Offering        Registra-
  be Registered(1)           Registered(2)        Per Share(3)         Price          tion Fee
  - ---------------------------------------------------------------------------------------------
  <S>                       <C>                  <C>               <C>               <C>
  Common Stock,
    $.10 par value          500,000              $ 12.75           $ 6,375,000       $ 2,198.28
  - ---------------------------------------------------------------------------------------------
  </TABLE>
  
  
  (1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           as amended, this registration statement also covers an indeterminate
           amount of interests to be offered or sold pursuant to the UniFirst
           Corporation Profit Sharing Plan (the "Plan").
  
  (2)      Plus such additional number of shares as may be required pursuant to
           the Plan in the event of a stock dividend, reverse stock split,
           split-up, recapitalization or other similar event.
  
  (3)      This estimate is made pursuant to Rule 457(c) and (h)(1) under the
           Securities Act of 1933, as amended, solely for purposes of determining
           the registration fee and is based upon the market value of outstanding
           shares of the Registrant's common stock on June 28, 1995, utilizing
           the average of the high and low sale prices reported on the New York
           Stock Exchange on that date.
  
  ================================================================================
  
  
                                         2
  <PAGE>   3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.  Incorporation of Documents by Reference.
  
           UniFirst Corporation (the "Registrant") and the Plan hereby
  incorporate by reference the documents listed in (a) through (e) below, which
  have previously been filed with the Securities and Exchange Commission.
  
           (a)     The Registrant's Annual Report on Form 10-K filed under the
                   Securities Exchange Act of 1934, as amended (the "Exchange
                   Act"), for the fiscal year ended August 27, 1994;
  
           (b)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                   ended November 26, 1994;
  
           (c)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                   ended February 25, 1995;
  
           (d)     The description of the Registrant's Common Stock contained in
                   its registration statement filed with the Securities and
                   Exchange Commission under Section 12 of the Exchange Act, and
                   any amendments or reports filed for the purpose of updating
                   such description; and
  
           (e)     The Plan's Annual Report on Form 11-K for the plan year ended
                   December 31, 1994, which is filed simultaneously herewith.
  
           In addition, all documents subsequently filed with the Securities and
  Exchange Commission by the Registrant pursuant to Sections 13(a) and 13(c),
  Section 14 and Section 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which 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.
  
  
  Item 4.  Description of Securities.
  
           Not Applicable.
  
  
  Item 5.  Interests of Named Experts and Counsel.
  
           The validity of the securities to be offered hereby will be passed
  upon for the Registrant by Goodwin, Procter & Hoar.  Donald J. Evans and
  William H. Gorham, whose respective professional corporations are each partners
  of Goodwin, Procter & Hoar, are a Director and Secretary of the Registrant in
  the case of Mr. Evans and Clerk of the Registrant in the case of Mr. Gorham.
  
  
  Item 6.  Indemnification of Directors and Officers.
  
           The Registrant is a Massachusetts corporation.  In accordance with
  Chapter 156B, Section 13(b)(1 1/2) of the Massachusetts Business Corporation
  Law (the "MBCL"), the Registrant's Restated Articles of Organization, as
  amended (the "Articles of Organization"), contain a provision eliminating the
  personal liability of a director for monetary damages for violations of the
  director's fiduciary duty, except (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) pursuant to Sections 61 and 62 of the MBCL (providing
  
  
  
  
  
                                         3
  <PAGE>   4
  for liability of directors for authorizing unauthorized distributions and for
  making loans to directors, officers and certain shareholders) or (iv) for any
  transaction from which a director derived an improper personal benefit.
  
           Reference is made to Chapter 156B, Section 67 of the MBCL, which
  provides that a corporation may indemnify directors, officers, employees and
  other agents and persons who serve at its request as directors, officers,
  employees or other agents of another organization or who serve at its request
  in any capacity with respect to any employee benefit plan, to the extent
  specified or authorized by the articles of organization, a by-law adopted by
  the stockholders or a vote adopted by the holders of a majority of the shares
  of stock entitled to vote on the election of directors.  Such indemnification
  may include payment by the corporation of expenses incurred defending a civil
  or criminal action or proceeding in advance of the final disposition of such
  action or proceeding, upon receipt of an undertaking by the person indemnified
  to repay such payment if he shall be adjudicated to be not entitled to
  indemnification under Section 67 which undertaking may be accepted without
  reference to the financial ability of such person to make repayment.  Any such
  indemnification may be provided although the person to be indemnified is no
  longer an officer, director, employee or agent of the corporation or of such
  other organization or no longer serves with respect to any such employee
  benefit plan.  No indemnification shall be provided, however, for any person
  with respect to any matter as to which he shall have been adjudicated in any
  proceeding not to have acted in good faith in the reasonable belief that his
  action was in the best interest of the corporation or to the extent that such
  matter relates to service with respect to an employee benefit plan, in the best
  interests of the participants or beneficiaries of such employee benefit plan.
  
           The Articles of Organization provide that directors and officers of
  the Registrant shall be indemnified by the Registrant for all expenses incurred
  by them in connection with any proceeding in which they are involved as a
  result of serving or having served as a director or officer of the Registrant
  or of any other organization at the Registrant's direction; provided that no
  indemnification shall be provided to a director or officer with respect to a
  matter as to which it shall have been adjudicated in any proceeding that the
  director or officer did not act in good faith in the reasonable belief that his
  action was in the best interests of the Registrant.  As to any matter disposed
  of by a compromise payment by the party seeking indemnification, pursuant to a
  consent decree or otherwise, no indemnification shall be paid with respect to a
  matter if the Registrant has obtained an opinion of counsel that with respect
  to said matter, the director or officer did not act in good faith in the
  reasonable belief that his action was in the best interests of the Registrant.
  The provisions of the Articles of Organization of the Registrant do not limit
  any lawful rights to indemnification existing independently of such provisions.
  
           The Registrant has purchased directors' and officers' liability
  insurance, which insures against certain losses arising from claims against
  directors or officers of the Registrant by reason of certain acts, including a
  breach of duty, neglect, error, misstatement, misleading statement, omission or
  other act done or wrongfully attempted or any of the foregoing so alleged by
  any claimant or any claim against an officer or director of the Registrant
  solely by reason of his being such officer or director.
  
           Insofar as indemnification for liabilities arising under the
  Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
  directors, officers or persons controlling the Registrant pursuant to the
  foregoing provisions, the Securities and Exchange Commission has expressed its
  opinion that such indemnification is against public policy as expressed in the
  Securities Act and is therefore unenforceable.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not applicable.
  
  Item 8.  Exhibits.
  
           (a)     The following is a complete list of exhibits filed or
  incorporated by reference as part of this registration statement.
  
  
  
  
  
                                         4
  <PAGE>   5
  
      Exhibit Number                Exhibit
  
             4.1         Restated Articles of Organization (filed with the
                         Securities and Exchange Commission as Exhibit 3-A to
                         Registrant's Registration Statement on Form S-1 (No.
                         2-83051) and incorporated by reference) and the Articles
                         of Amendment dated January 12, 1988 (filed with the
                         Securities and Exchange Commission as an exhibit to
                         Registrant's Annual Report on Form 10-K for fiscal year
                         ended August 27, 1988 and incorporated by reference) and
                         the Articles of Amendment dated January 21, 1993 (filed
                         with the Securities and Exchange Commission as an
                         exhibit to Registrant's Quarterly Report on Form 10-Q
                         for fiscal quarter ended February 27, 1993 and
                         incorporated by reference).
             4.2         By-Laws, as amended (filed with the Securities and
                         Exchange Commission as Exhibit 3-B to Registrant's
                         Annual Report on Form 10-K for the year ended December
                         31, 1991 and incorporated by reference).
             4.3         UniFirst Corporation Profit Sharing Plan, as amended.
             5.1         Opinion of Goodwin, Procter & Hoar as to the legality of
                         the securities being registered.
             5.2         IRS Determination Letter.
            23.1         Consent of Counsel (included in Exhibit 5.1 hereto).
            23.2         Consent of Arthur Andersen LLP, Independent Public
                         Accountants.
            23.3         Consent of Arthur Andersen LLP, Independent Public
                         Accountants.
            24.1         Powers of Attorney (included in Part II of this
                         registration statement).
  
  
  Item 9.  Undertakings.
  
                   (a)      The undersigned registrant hereby undertakes:
  
                            (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 of 1933;
  
                                    (ii)     To reflect in the prospectus any
                            facts 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; and
  
                                    (iii)    To include any material information
                            with respect to the plan of distribution not
                            previously disclosed in the registration statement or
                            any material change to such information 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 Securities
                   Exchange Act of 1934 that are incorporated by reference in the
                   registration statement;
  
                            (2)     That, for the purpose of determining any
                   liability under the Securities Act of 1933, each such
                   post-effective amendment 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;
                   and
  
  
  
  
  
                                         5
  <PAGE>   6
  
                            (3)     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 of 1933,
  each filing of the registrant's annual report pursuant to Section 13(a) or
  15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Securities Exchange Act of 1934) 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.
  
                   (h)      Insofar as indemnification for liabilities arising
  under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such
  issue.
  
  
  
  
  
                                         6
  <PAGE>   7
                                     SIGNATURES
  
           The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, the registrant 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 the Town of Wilmington, Commonwealth of
  Massachusetts, on the 30th day of June, 1995.
  
  
                                          UNIFIRST CORPORATION
  
  
                                          By:/s/ Ronald D. Croatti
                                             -------------------------
                                             Ronald D. Croatti
                                             Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
           KNOWN ALL PERSONS BY THESE PRESENTS that each person whose signature
  appears below constitutes and appoints Aldo A.  Croatti, Ronald D. Croatti and
  John B. Bartlett, and each of them, as his or her true and lawful
  attorney-in-fact and agent, with full power of substitution, for him or her and
  in his or her name, place and stead, in any and all capacities to sign any or
  all amendments or post-effective amendments to this registration statement, and
  to file the same, with all exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto 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 he or she might or could do
  in person, hereby ratifying and confirming all that said attorney- in-fact and
  agent or his or her substitute, 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 below by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
          Signature                                  Title                                           Date
          ---------                                  -----                                           ----
  <S>                                                <C>                                     <C>
  /s/ Aldo A. Croatti                                Chairman and Director                   June 30, 1995
  - --------------------------------------                                                                  
  Aldo A. Croatti
  
  
  /s/ Ronald D. Croatti                              Principal Executive                     June 30, 1995
  - --------------------------------------             Officer and Director
  Ronald D. Croatti                                  
  
  
  /s/ John B. Bartlett                               Principal Financial Officer and         June 30, 1995
  - --------------------------------------             Principal Accounting Officer
  John B. Bartlett                                   
  
  
  /s/ Donald J. Evans                                Director                                June 30, 1995
  - --------------------------------------                                                                  
  Donald J. Evans
  
  
  /s/ Reynold L. Hoover                              Director                                June 30, 1995
  - --------------------------------------                                                                  
  Reynold L. Hoover
  </TABLE>
  
  
                                         7
  <PAGE>   8
  <TABLE>
  <S>                                                <C>                                     <C>
  /s/ Albert Cohen                                   Director                                June 30, 1995
  - --------------------------------------                                                                  
  Albert Cohen
  
  
  /s/ Cynthia Croatti Inello                         Director                                June 30, 1995
  - --------------------------------------                                                                  
  Cynthia Croatti Inello
  </TABLE>
  
  
           The Plan.  Pursuant to the requirements of the Securities Act of 1933,
  the Trustees of the UniFirst Corporation Profit Sharing Plan have duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the Town of Wilmington, Commonwealth of
  Massachusetts, June 30, 1995.
  
  
                                                     UNIFIRST CORPORATION
                                                     PROFIT SHARING PLAN
  
  
                                                     /s/ Ronald D. Croatti
                                                     -----------------------------
                                                     Ronald D. Croatti,
                                                     Trustee
  
  
                                                     /s/ John B. Bartlett
                                                     -----------------------------
                                                     John B. Bartlett,
                                                     Trustee
  
  
  
  
  
                                         8
  <PAGE>   9
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  Exhibit No.      Description                                                                      Page+
  - ----------       -----------                                                                      ---- 
     <S>            <C>                                                                                <C>
      4.1           Restated Articles of Organization (filed with the Securities and Exchange          --
                    Commission as Exhibit 3-A to Registrant's Registration Statement on Form S-1
                    (No. 2-83051) and incorporated by reference) and the Articles of Amendment
                    dated January 12, 1988 (filed with the Securities and Exchange Commission as an
                    exhibit to Registrant's Annual Report on Form 10-K for fiscal year ended
                    August 27, 1988 and incorporated by reference) and the Articles of Amendment
                    dated January 21, 1993 (filed with the Securities and Exchange Commission as an
                    exhibit to Registrant's Quarterly Report on Form 10-Q for fiscal quarter ended
                    February 27, 1993 and incorporated by reference)
  
      4.2           By-Laws, as amended (filed with the Securities and Exchange Commission as          --
                    Exhibit 3-B to the Registrant's Annual Report on Form 10-K for the year ended
                    December 31, 1991 and incorporated by reference)
   
      4.3           UniFirst Corporation Profit Sharing Plan, as amended                               10
  
      5.1           Opinion of Goodwin, Procter & Hoar as to the legality of the securities being
                    registered                                                                         63
  
      5.2           IRS Determination Letter                                                           65
  
     23.1           Consent of Counsel (included in Exhibit 5.1 hereto)                                --
  
     23.2           Consent of Arthur Andersen LLP, Independent Public Accountants                     68
  
     23.3           Consent of Arthur Andersen LLP, Independent Public Accountants                     69
  
     24.1           Powers of Attorney (included in Part II of this registration statement)            --
  </TABLE>
  
  ____________________
  
  +  Refers to sequentially numbered copy.
  
  
  
  
  
                                         9
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "UNIFIRST CORPORATION", "secsgml_size_bytes": 26297}]
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": "033-60781", "film-number": "95551544"}, "business-address": {"street1": "68 JONSPIN RD", "city": "WILMINGTON", "state": "MA", "zip": "01887", "phone": "5086588888"}, "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
  
                   Registration Statement Consists of 69 pages.
                        The Exhibit Index appears on page 9.
  
                                                                      File No. 33-
  
       As filed with the Securities and Exchange Commission on June 30, 1995
  ================================================================================
                         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 or other jurisdiction of             (I.R.S. Employer Identification No.)
   Incorporation or Organization)
  
                  68 JONSPIN ROAD, WILMINGTON, MASSACHUSETTS 01887
                      (Address of Principal Executive Offices)
  
                      UNIFIRST CORPORATION PROFIT SHARING PLAN
                              (Full Title of the Plan)
  
                              ------------------------
   
                                  JOHN B. BARTLETT
                               Senior Vice President
                                UNIFIRST CORPORATION
                                  68 Jonspin Road
                          Wilmington, Massachusetts 01887
                      (Name and Address of Agent for Service)
  
                                   (508) 658-8888
           (Telephone Number, Including Area Code, of Agent for Service)
  
                              ------------------------ 
                                  with a copy to:
  
                              RAYMOND C. ZEMLIN, P.C.
                              Goodwin, Procter & Hoar
                                   Exchange Place
                         Boston, Massachusetts  02109-2881
                                   (617) 570-1000
  
                              ------------------------
  ===============================================================================
  2
  ================================================================================
                          Calculation of Registration Fee
  - --------------------------------------------------------------------------------------------
                                                   Proposed           Proposed
                                                   Maximum             Maximum
    Title of                   Amount              Offering           Aggregate       Amount of
  Securities to                to be                Price             Offering        Registra-
  be Registered(1)           Registered(2)        Per Share(3)         Price          tion Fee
  - ---------------------------------------------------------------------------------------------
  Common Stock,
    $.10 par value          500,000              $ 12.75           $ 6,375,000       $ 2,198.28
  - ---------------------------------------------------------------------------------------------
  (1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           as amended, this registration statement also covers an indeterminate
           amount of interests to be offered or sold pursuant to the UniFirst
           Corporation Profit Sharing Plan (the "Plan").
  
  (2)      Plus such additional number of shares as may be required pursuant to
           the Plan in the event of a stock dividend, reverse stock split,
           split-up, recapitalization or other similar event.
  
  (3)      This estimate is made pursuant to Rule 457(c) and (h)(1) under the
           Securities Act of 1933, as amended, solely for purposes of determining
           the registration fee and is based upon the market value of outstanding
           shares of the Registrant's common stock on June 28, 1995, utilizing
           the average of the high and low sale prices reported on the New York
           Stock Exchange on that date.
  
  ================================================================================
  
                                         2
  3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           UniFirst Corporation (the "Registrant") and the Plan hereby
  incorporate by reference the documents listed in (a) through (e) below, which
  have previously been filed with the Securities and Exchange Commission.
  
           (a)     The Registrant's Annual Report on Form 10-K filed under the
                   Securities Exchange Act of 1934, as amended (the "Exchange
                   Act"), for the fiscal year ended August 27, 1994;
  
           (b)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                   ended November 26, 1994;
  
           (c)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                   ended February 25, 1995;
  
           (d)     The description of the Registrant's Common Stock contained in
                   its registration statement filed with the Securities and
                   Exchange Commission under Section 12 of the Exchange Act, and
                   any amendments or reports filed for the purpose of updating
                   such description; and
  
           (e)     The Plan's Annual Report on Form 11-K for the plan year ended
                   December 31, 1994, which is filed simultaneously herewith.
  
           In addition, all documents subsequently filed with the Securities and
  Exchange Commission by the Registrant pursuant to Sections 13(a) and 13(c),
  Section 14 and Section 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which 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.
  
  Item 4.  Description of Securities.
  
           Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           The validity of the securities to be offered hereby will be passed
  upon for the Registrant by Goodwin, Procter & Hoar.  Donald J. Evans and
  William H. Gorham, whose respective professional corporations are each partners
  of Goodwin, Procter & Hoar, are a Director and Secretary of the Registrant in
  the case of Mr. Evans and Clerk of the Registrant in the case of Mr. Gorham.
  
  Item 6.  Indemnification of Directors and Officers.
  
           The Registrant is a Massachusetts corporation.  In accordance with
  Chapter 156B, Section 13(b)(1 1/2) of the Massachusetts Business Corporation
  Law (the "MBCL"), the Registrant's Restated Articles of Organization, as
  amended (the "Articles of Organization"), contain a provision eliminating the
  personal liability of a director for monetary damages for violations of the
  director's fiduciary duty, except (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) pursuant to Sections 61 and 62 of the MBCL (providing
  
                                         3
  4
  for liability of directors for authorizing unauthorized distributions and for
  making loans to directors, officers and certain shareholders) or (iv) for any
  transaction from which a director derived an improper personal benefit.
  
           Reference is made to Chapter 156B, Section 67 of the MBCL, which
  provides that a corporation may indemnify directors, officers, employees and
  other agents and persons who serve at its request as directors, officers,
  employees or other agents of another organization or who serve at its request
  in any capacity with respect to any employee benefit plan, to the extent
  specified or authorized by the articles of organization, a by-law adopted by
  the stockholders or a vote adopted by the holders of a majority of the shares
  of stock entitled to vote on the election of directors.  Such indemnification
  may include payment by the corporation of expenses incurred defending a civil
  or criminal action or proceeding in advance of the final disposition of such
  action or proceeding, upon receipt of an undertaking by the person indemnified
  to repay such payment if he shall be adjudicated to be not entitled to
  indemnification under Section 67 which undertaking may be accepted without
  reference to the financial ability of such person to make repayment.  Any such
  indemnification may be provided although the person to be indemnified is no
  longer an officer, director, employee or agent of the corporation or of such
  other organization or no longer serves with respect to any such employee
  benefit plan.  No indemnification shall be provided, however, for any person
  with respect to any matter as to which he shall have been adjudicated in any
  proceeding not to have acted in good faith in the reasonable belief that his
  action was in the best interest of the corporation or to the extent that such
  matter relates to service with respect to an employee benefit plan, in the best
  interests of the participants or beneficiaries of such employee benefit plan.
  
           The Articles of Organization provide that directors and officers of
  the Registrant shall be indemnified by the Registrant for all expenses incurred
  by them in connection with any proceeding in which they are involved as a
  result of serving or having served as a director or officer of the Registrant
  or of any other organization at the Registrant's direction; provided that no
  indemnification shall be provided to a director or officer with respect to a
  matter as to which it shall have been adjudicated in any proceeding that the
  director or officer did not act in good faith in the reasonable belief that his
  action was in the best interests of the Registrant.  As to any matter disposed
  of by a compromise payment by the party seeking indemnification, pursuant to a
  consent decree or otherwise, no indemnification shall be paid with respect to a
  matter if the Registrant has obtained an opinion of counsel that with respect
  to said matter, the director or officer did not act in good faith in the
  reasonable belief that his action was in the best interests of the Registrant.
  The provisions of the Articles of Organization of the Registrant do not limit
  any lawful rights to indemnification existing independently of such provisions.
  
           The Registrant has purchased directors' and officers' liability
  insurance, which insures against certain losses arising from claims against
  directors or officers of the Registrant by reason of certain acts, including a
  breach of duty, neglect, error, misstatement, misleading statement, omission or
  other act done or wrongfully attempted or any of the foregoing so alleged by
  any claimant or any claim against an officer or director of the Registrant
  solely by reason of his being such officer or director.
  
           Insofar as indemnification for liabilities arising under the
  Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
  directors, officers or persons controlling the Registrant pursuant to the
  foregoing provisions, the Securities and Exchange Commission has expressed its
  opinion that such indemnification is against public policy as expressed in the
  Securities Act and is therefore unenforceable.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not applicable.
  
  Item 8.  Exhibits.
  
           (a)     The following is a complete list of exhibits filed or
  incorporated by reference as part of this registration statement.
  
                                         4
  5
  
      Exhibit Number                Exhibit
  
             4.1         Restated Articles of Organization (filed with the
                         Securities and Exchange Commission as Exhibit 3-A to
                         Registrant's Registration Statement on Form S-1 (No.
                         2-83051) and incorporated by reference) and the Articles
                         of Amendment dated January 12, 1988 (filed with the
                         Securities and Exchange Commission as an exhibit to
                         Registrant's Annual Report on Form 10-K for fiscal year
                         ended August 27, 1988 and incorporated by reference) and
                         the Articles of Amendment dated January 21, 1993 (filed
                         with the Securities and Exchange Commission as an
                         exhibit to Registrant's Quarterly Report on Form 10-Q
                         for fiscal quarter ended February 27, 1993 and
                         incorporated by reference).
             4.2         By-Laws, as amended (filed with the Securities and
                         Exchange Commission as Exhibit 3-B to Registrant's
                         Annual Report on Form 10-K for the year ended December
                         31, 1991 and incorporated by reference).
             4.3         UniFirst Corporation Profit Sharing Plan, as amended.
             5.1         Opinion of Goodwin, Procter & Hoar as to the legality of
                         the securities being registered.
             5.2         IRS Determination Letter.
            23.1         Consent of Counsel (included in Exhibit 5.1 hereto).
            23.2         Consent of Arthur Andersen LLP, Independent Public
                         Accountants.
            23.3         Consent of Arthur Andersen LLP, Independent Public
                         Accountants.
            24.1         Powers of Attorney (included in Part II of this
                         registration statement).
  
  Item 9.  Undertakings.
  
                   (a)      The undersigned registrant hereby undertakes:
  
                            (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 of 1933;
  
                                    (ii)     To reflect in the prospectus any
                            facts 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; and
  
                                    (iii)    To include any material information
                            with respect to the plan of distribution not
                            previously disclosed in the registration statement or
                            any material change to such information 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 Securities
                   Exchange Act of 1934 that are incorporated by reference in the
                   registration statement;
  
                            (2)     That, for the purpose of determining any
                   liability under the Securities Act of 1933, each such
                   post-effective amendment 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;
                   and
  
                                         5
  6
  
                            (3)     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 of 1933,
  each filing of the registrant's annual report pursuant to Section 13(a) or
  15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Securities Exchange Act of 1934) 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.
  
                   (h)      Insofar as indemnification for liabilities arising
  under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such
  issue.
  
                                         6
  7
                                     SIGNATURES
  
           The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, the registrant 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 the Town of Wilmington, Commonwealth of
  Massachusetts, on the 30th day of June, 1995.
  
                                          UNIFIRST CORPORATION
  
                                          By:/s/ Ronald D. Croatti
                                             -------------------------
                                             Ronald D. Croatti
                                             Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
           KNOWN ALL PERSONS BY THESE PRESENTS that each person whose signature
  appears below constitutes and appoints Aldo A.  Croatti, Ronald D. Croatti and
  John B. Bartlett, and each of them, as his or her true and lawful
  attorney-in-fact and agent, with full power of substitution, for him or her and
  in his or her name, place and stead, in any and all capacities to sign any or
  all amendments or post-effective amendments to this registration statement, and
  to file the same, with all exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto 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 he or she might or could do
  in person, hereby ratifying and confirming all that said attorney- in-fact and
  agent or his or her substitute, 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 below by the following persons in the
  capacities and on the date indicated.
  Signature                                  Title                                           Date
          ---------                                  -----                                           ----
  /s/ Aldo A. Croatti                                Chairman and Director                   June 30, 1995
  - --------------------------------------                                                                  
  Aldo A. Croatti
  
  /s/ Ronald D. Croatti                              Principal Executive                     June 30, 1995
  - --------------------------------------             Officer and Director
  Ronald D. Croatti                                  
  
  /s/ John B. Bartlett                               Principal Financial Officer and         June 30, 1995
  - --------------------------------------             Principal Accounting Officer
  John B. Bartlett                                   
  
  /s/ Donald J. Evans                                Director                                June 30, 1995
  - --------------------------------------                                                                  
  Donald J. Evans
  
  /s/ Reynold L. Hoover                              Director                                June 30, 1995
  - --------------------------------------                                                                  
  Reynold L. Hoover
  7
  8
  /s/ Albert Cohen                                   Director                                June 30, 1995
  - --------------------------------------                                                                  
  Albert Cohen
  
  /s/ Cynthia Croatti Inello                         Director                                June 30, 1995
  - --------------------------------------                                                                  
  Cynthia Croatti Inello
  The Plan.  Pursuant to the requirements of the Securities Act of 1933,
  the Trustees of the UniFirst Corporation Profit Sharing Plan have duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the Town of Wilmington, Commonwealth of
  Massachusetts, June 30, 1995.
  
                                                     UNIFIRST CORPORATION
                                                     PROFIT SHARING PLAN
  
                                                     /s/ Ronald D. Croatti
                                                     -----------------------------
                                                     Ronald D. Croatti,
                                                     Trustee
  
                                                     /s/ John B. Bartlett
                                                     -----------------------------
                                                     John B. Bartlett,
                                                     Trustee
  
                                         8
  9
                                   EXHIBIT INDEX
  Exhibit No.      Description                                                                      Page+
  - ----------       -----------                                                                      ----
  4.1           Restated Articles of Organization (filed with the Securities and Exchange          --
                    Commission as Exhibit 3-A to Registrant's Registration Statement on Form S-1
                    (No. 2-83051) and incorporated by reference) and the Articles of Amendment
                    dated January 12, 1988 (filed with the Securities and Exchange Commission as an
                    exhibit to Registrant's Annual Report on Form 10-K for fiscal year ended
                    August 27, 1988 and incorporated by reference) and the Articles of Amendment
                    dated January 21, 1993 (filed with the Securities and Exchange Commission as an
                    exhibit to Registrant's Quarterly Report on Form 10-Q for fiscal quarter ended
                    February 27, 1993 and incorporated by reference)
  
      4.2           By-Laws, as amended (filed with the Securities and Exchange Commission as          --
                    Exhibit 3-B to the Registrant's Annual Report on Form 10-K for the year ended
                    December 31, 1991 and incorporated by reference)
   
      4.3           UniFirst Corporation Profit Sharing Plan, as amended                               10
  
      5.1           Opinion of Goodwin, Procter & Hoar as to the legality of the securities being
                    registered                                                                         63
  
      5.2           IRS Determination Letter                                                           65
  
     23.1           Consent of Counsel (included in Exhibit 5.1 hereto)                                --
  
     23.2           Consent of Arthur Andersen LLP, Independent Public Accountants                     68
  
     23.3           Consent of Arthur Andersen LLP, Independent Public Accountants                     69
  
     24.1           Powers of Attorney (included in Part II of this registration statement)            --
  ____________________
  
  +  Refers to sequentially numbered copy.
  
                                         9