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                                                                     EXHIBIT 3.1


                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-2103-460



                        THE COMMONWEALTH OF MASSACHUSETTS

                             MICHAEL JOSEPH CONNOLLY
                               Secretary of State
                ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

                        RESTATED ARTICLES OF ORGANIZATION

                     GENERAL LAWS, CHAPTER 156B, SECTION 74


       This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
restated articles of organization. The fee for filing this certificate is
prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the
Commonwealth of Massachusetts.

       We, Aldo A. Croatti, President, and William H. Gorham, Clerk of
Interstate Uniform Services Corporation located at 15 Olympia Avenue, Woburn,
Massachusetts 01801 do hereby certify that the following restatement of the
articles of organization of the corporation was duly adopted at a meeting held
on April 11, 1983, by vote of 1,357,440 shares of Common Stock out of 1,357,440
shares outstanding, being at least two-thirds of each class of stock outstanding
and entitled to vote and of each class or series of stock adversely affected
thereby:

       1.     The name by which the corporation shall be known is:

              Interstate Uniform Services Corporation

       2.     The purposes for which the corporation is formed are as follows:

              To engage in the business of operating a uniform rental service
              and a commercial and industrial laundry, cleaning and
              decontamination establishment in all its aspects; and in general
              to carry on any business permitted by the laws of the Commonwealth
              of Massachusetts to a corporation organized under Chapter 156B of
              the Massachusetts General Laws.














       3.     The total number of shares and the par value, if any, of each
              class of stock which the corporation is authorized to issue is as
              follows:

                        WITHOUT PAR VALUE                   WITH PAR VALUE
CLASS OF STOCK          NUMBER OF SHARES         NUMBER OF SHARES      PAR VALUE
- --------------          ----------------         ----------------      ---------

Preferred                                           2,000,000            $1.00
Common                                             20,000,000            $0.10

       4.     If more than one class is authorized, a description of each of the
              different classes of stock with, if any, the preferences, voting
              powers, qualifications, special or relative rights or privileges
              as to each class thereof and any series now established:

              See attached Sheet 4A

       5.     The restrictions, if any, imposed by the articles of organization
              upon the transfer of shares of stock of any class are as follows:*

              None

       6.     Other lawful provisions, if any, for the conduct and regulation of
              the business and affairs of the corporation, for its voluntary
              dissolution, or for limiting, defining, or regulating the powers
              of the corporation, or of its directors or stockholders, or of any
              class of stockholders:

              See attached Sheets 6A-6F
























       *We further certify that the foregoing restated articles of organization
effect no amendments to the articles of organization of the corporation as
heretofore amended, except amendments to the following articles 3, 4 and 6.

       (*If there are no such amendments, state "None.")

       Briefly describe amendments in space below:

       The number of authorized shares of Common stock is increased to
20,000,000. A new class of Preferred stock has been authorized.

       Provisions relating to the manner in which a "Business Combination" can
be effected have been added.

       IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this 11th day of April, in the year 1983.



                                                /s/ Aldo A. Croatti
                                                --------------------------------
                                                President


                                                /s/ William H. Gorham
                                                --------------------------------
                                                Clerk













                        THE COMMONWEALTH OF MASSACHUSETTS

                        RESTATED ARTICLES OF ORGANIZATION

                    (General Laws, Chapter 156B, Section 74)


       I hereby approve the within restated articles of organization and, the
filing fee in the amount of $9,225.00 having been paid, said articles are deemed
to have been filed with me this 12th day of April, 1983.



                                                /s/ Michael Joseph Connolly
                                                MICHAEL JOSEPH CONNOLLY
                                                Secretary of State







                         TO BE FILLED IN BY CORPORATION

           PHOTO COPY OF RESTATED ARTICLES OF ORGANIZATION TO BE SENT

                           TO: Linda Joyce Hodge, Esq.
                               Goodwin, Procter & Hoar
                               28 State Street
                               Boston, MA 02109
                               Telephone: (617) 523-5700









Article 4A.  DESCRIPTION OF CLASSES OF STOCK

       I.     Two classes of stock are authorized: Common Stock having a par
value of $.0.10 per share and Preferred Stock having a par value of $1.00 per
share. Stock of any class or series authorized hereby or pursuant hereto may be
issued from time to time by authority of the Board of Directors for such
consideration as from time to time may be fixed by vote of the Board of
Directors providing for the issue of such stock.

       II.    The Preferred Stock may be divided into two or more series. The
Board of Directors may, from time to time, establish and designate the different
series and the variations in the relative rights and preferences as between the
different series as provided in Section III hereof, but in all other respects
all shares of the Preferred Stock shall be identical. In the event that at any
time the Board of Directors shall have established and designated only one
series of Preferred Stock, or two or more series of Preferred Stock, consisting
of a number of shares less than all of the authorized shares of Preferred Stock,
the remaining authorized shares of Preferred Stock not being a part of any such
designated series shall be deemed to be shares of an undesignated series of
Preferred Stock until designated by the Board of Directors as being a part of
any series theretofore, or when being, established by the Board of Directors.

       III.   The Board of Directors is hereby expressly authorized, subject to
the provisions of this description of classes of





stock, to establish one or more series of Preferred Stock and, with respect to
each series, to fix and determine by vote providing for the issue of such
series:

              (a)    the number of shares to constitute such series and the
       distinctive designation thereof;

              (b)    the dividend rate on the shares of such series and the
       dividend payment dates;

              (c)    whether or not the shares of such series shall be
       redeemable, and, if redeemable, the redemption prices which the shares of
       such series shall be entitled to receive and the terms and manner of
       redemption;

              (d)    the preferences, if any, and the amounts which the shares
       of such series shall be entitled to receive and all other special or
       relative rights of the shares of such series, upon the voluntary and
       involuntary dissolution of, or upon any distribution of the assets of,
       the corporation;

              (e)    whether or not the shares of such series shall be subject
       to the operation of a retirement, sinking or purchase fund or funds to be
       applied for redemption of such shares and, if such retirement, sinking or
       purchase fund or funds be established, the annual amount thereof and the
       terms and provisions relative to the operation thereof;

              (f)    whether or not the shares of such series shall be
       convertible into, or exchangeable for, shares of any other class or
       classes of stock of the corporation and the conversion price or prices or
       ratio or ratios or the rate or rates






       at which such exchange may be made, with such adjustments, if any, as
       shall be stated in such vote;

              (g)    whether or not the shares of such series shall have voting
       rights, and, if so, the conditions under which the shares of such series
       shall vote as a separate class; and

              (h)    such other designations, preferences and relative,
       participating, optional or other special rights and qualifications;
       limitations or restrictions of such series to the full extent now or
       hereafter permitted by the laws of the Commonwealth of Massachusetts.

Notwithstanding the fixing of the number of shares constituting a particular
series, the Board of Directors may at any time there after authorize the
issuance of additional shares of the same series.

       IV.    Holders of Preferred Stock shall be entitled to receive, when and
as declared by the Board of Directors, but only out of funds legally available
for the payment of dividends, cash dividends at the annual rates fixed by the
Board of Directors for the respective series, payable on such dates in each year
as the Board of Directors shall fix for the respective series as provided in
subsection III(b) (hereinafter referred to as "dividend dates"). Until all
accrued dividends on all series of Preferred Stock shall have been declared and
set apart for payment through the last preceding dividend date set for all
holders of any other class of stock of the corporation, other than a dividend
payable







in Common Stock of the corporation. Dividends on shares of Preferred Stock of
any series shall accumulate from and after the day on which such shares are
issued, but arrearages in the payment thereof shall not bear interest. No
dividend shall be declared and set apart for payment on any series of Preferred
Stock in respect of any dividend period unless there shall likewise be declared
and set apart for payment on all shares of Preferred Stock of each series at the
time outstanding such dividends as would be payable on the said shares through
the last preceding dividend date if all dividends were declared and paid in
full. Nothing herein contained shall be deemed to limit the right of the
corporation to purchase or otherwise acquire at any time any shares of its
capital stock; provided that no shares of capital stock shall be purchased or
redeemed (a) at any time when accrued dividends on any series of Preferred Stock
remain unpaid for any period to and including the last preceding dividend date,
or (b) in contravention of the provisions of the next paragraph of this Section
IV.

       In addition to and notwithstanding the provisions of the preceding
paragraph of this Section IV,

              (a)    no dividend shall be paid on any shares of any class of
       stock of the corporation other than Preferred Stock, and

              (b)    no shares of any class of stock of the corporation other
       than Preferred Stock shall be purchased or redeemed

if the effect thereof would be to reduce the capital and surplus






of the corporation below an amount equal to the preferential amount payable on
all then outstanding shares of Preferred Stock corporation upon the dissolution
of, or the distribution of the assets of, the corporation; but neither the
corporation nor any director shall, unless otherwise provided by law, have any
obligation or liability to any holder of Preferred Stock for any such dividend
on or purchase or redemption of stock other than Preferred Stock if made or
authorized in good faith in the reasonable belief that the effect thereof would
not be to reduce the capital and surplus of the corporation to such an extent.

       For purposes of this description of classes of stock, and of any vote
fixing the terms of any series of Preferred Stock, the amount of dividends
"accrued" on any shares of Preferred Stock of any series as at any dividend date
shall be deemed to be the amount of any unpaid dividends accumulated thereon to
and including such dividend date, whether or not earned or declared, and the
amount of dividends "accrued" on any share of Preferred Stock of any series as
at any date other than a dividend date shall be calculated as the amount :~f any
unpaid dividends accumulated thereon to and including the last preceding
dividend date whether or not earned or declared, plus an amount computed, on the
basis of 360 days per annum, for the period after such last preceding dividend
date to and including the date as of which the calculation is made at the annual
dividend rate fixed for the shares of such series.

       V.     Upon the dissolution of the corporation, or upon any distribution
of its assets pursuant to a plan of liquidation,






before any payment or distribution of the assets of the corporation shall be
made to or set apart for any other class of stock, the holders of Preferred
Stock shall be entitled to payment of the amount of the preference payable upon
such dissolution of, or distribution of the assets, the corporation fixed by the
Board of Directors for the respective series as provided in subsection III(d).
If upon any such dissolution-or distribution, the assets of the corporation
shall be insufficient to pay in full to the holders of the Preferred Stock the
preferential amount aforesaid, then such assets, or the proceeds thereof, shall
be distributed among the holders of each series of Preferred Stock ratably in
accordance with the sums which would be payable on such distribution if all sums
payable were discharged in full. The voluntary sale, conveyance, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all
or substantially all of the property and assets of the corporation, the-merger
or consolidation of the corporation into or with any other corporation, or the
merger of any other corporation into it, shall not be deemed to be a dissolution
of, or a distribution of the assets of, the corporation, for the purpose of this
Section V.

       VI.    In the event that and during the period in which any series of the
Preferred Stock shall be redeemable, then, at the option of the Board of
Directors, the corporation from time to time may redeem all or any part of the
outstanding shares of such series at the redemption price and upon the terms and
conditions fixed by the Board of Directors as provided in subsection III(c)







(the sum so payable upon any redemption of Preferred Stock being herein referred
to as the "redemption price"); provided that not less than 30 days previous to
the date fixed for redemption notice of the time and place thereof shall be
mailed to each holder of record of the shares so to be redeemed at his address
as shown by the records of the cooperation; and provided further that in the
case of redemption of less than all of the outstanding shares of any series of
Preferred Stock the shares to be redeemed shall be chosen by lot or in such
equitable manner as may be prescribed by the Board of Directors. At any time
after notice of redemption shall have been mailed as above provided but before
the redemption date, the corporation may deposit the aggregate redemption price
in trust with a bank or trust company in New York, Now York, Boston,
Massachusetts, or any other city in which the Company shall at that time
maintain a transfer agency with respect to, any class of its stock; having
capital, surplus and undivided profits of at least $5,000,000, and named in such
notice. Upon the making of such deposit, or if no such deposit is made then upon
such redemption date (unless the corporation shall default in making payment of
the redemption price), holders of the shares of Preferred Stock called for
redemption shall cease to be stockholders with respect to such shares
notwithstanding that any certificate for such shares shall not have been
surrendered; and thereafter such shares shall no longer be transferable on the
books of the corporation and such holders shall have no interest in or claim
against the corpora-







tion with respect to said shares, including but not limited to the right to
vote, except the right (a) to receive payment of the redemption price upon
surrender of their certificates, or (b) to exercise on or before the date fixed
for redemption such rights, if any, not theretofore expiring as such shares so
called for redemption may have to be converted into, or to be exchanged for,
shares of stock of another class or classes or of another series of the same
class or classes of stock of the corporation. Any funds deposited in trust as
aforesaid which shall not be required for such redemption, because of the
exercise of any right of conversion or exchange subsequent to the date of such
deposit or otherwise, shall be returned to the corporation forthwith. The
corporation shall be entitled to receive from any such bank or trust company the
interest, if any, allowed on any moneys deposited pursuant to this Section, and
the holders of any shares so redeemed shall have no claim to any such interest.
Any funds so deposited by the corporation and unclaimed at the end of five years
from the date fixed for such redemption shall be repaid to the corporation upon
its request, after which repayment the holders of such shares who shall not have
made claim against such moneys prior to such repayment shall be deemed to be
unsecured creditors of the corporation, but only for a period of two years from
the date of such repayment (after which all rights of the holders of such shares
as unsecured creditors or otherwise shall cease), for an amount equivalent to
the amount deposited as above stated for the redemption of such shares and so
repaid to the corporation, but shall in no event be entitled to any interest.







       In order to facilitate the redemption of any shares of Preferred Stock,
the Board of Directors is authorized to cause the transfer books of the
corporation to be closed as to the shares to be redeemed.

       VI.    Any shares of Preferred Stock which shall at any time have been
redeemed, or which shall at any time have been surrendered for conversion or
exchange or for cancellation pursuant to any retirement, sinking or purchase
fund provisions with respect to any series of Preferred Stock, shall be retired
and shall thereafter have the status of authorized and unissued shares of
Preferred Stock undesignated as to series.

       VIII.  The Common Stock shall have exclusive voting power except as
required by law and except to the extent the Board of Directors shall, at the
time any series of Preferred Stock is established, determine that the shares of
such series shall vote (i) together as a single class of shares of Common Stock
and/or with shares of Preferred Stock (or one or more other series thereof) on
all or certain matters presented to the stockholders and/or upon the ,occurrence
of any specified event or condition, and/or (ii) exclusively on certain matters,
or, upon the occurrence of any specified event or condition, on all or certain
matters. The Board of Directors, in establishing a series of Preferred Stock and
fixing the voting rights thereof, may determine that the voting power of each
share of such series may be greater or less than the voting power of each share
of the Common Stock or of other series of Preferred Stock notwithstanding that



the shares of such series of Preferred Stock may vote as a single class with the
shares of other series of Preferred Stock and/or with the shares of Common
Stock.


Article 6A.  INDEMNIFICATION

       1.     Except as limited by law or as provided in Paragraphs 2 and 3;
each Officer of this Corporation (and his heirs and personal representatives)
shall be indemnified by this Corporation against all Expense incurred by him in
connection with each Proceeding in which he is involved as a result of his
serving or having served as an Officer of this Corporation or, at the request of
this Corporation, as a director, officer, employee or other agent f any other
organization.

       2.     No indemnification shall be provided to an Officer with respect to
a matter as to which it shall have been adjudicated in any proceeding that he
did not act in good faith in the reasonable belief that his action was in the
best interests of this Corporation.

       3.     In the event that a Proceeding is compromised or settled so as to
impose any liability or obligation upon an Officer or upon this Corporation, no
indemnification shall be provided to said Officer with respect to a matter if
this Corporation has obtained an opinion of counsel that with respect to said
matter said Officer did not act in good faith in the reasonable belief that his
action was in the best interests of this Corporation.

       4.     To the extent authorized by the Board of Directors or the
stockholders, this Corporation may pay indemnification in advance of final
disposition of a Proceeding, upon receipt of an undertaking by the person
indemnified to repay such indemnifica-








tion if it shall be established that he is not entitled to indemnification by an
adjudication under Paragraph 2 or by an opinion of counsel under Paragraph 3
hereof.

       5.     For the purposes of this Article,

              (a)    "Officer" means any person who serves or has served as a
       director or in any other office filled by election or appointment by the
       stockholders or the Board of Directors;

              (b)    "Proceeding" means any action, suit or proceeding, civil or
       criminal, brought or threatened in or before any court, tribunal,
       administrative or legislative body or agency; and

              (c)    "Expense" means any liability fixed by a judgment, order,
       decree, or award in a Proceeding, any amount reasonable paid in
       settlement of a Proceeding and any professional fees and other
       disbursements reasonably incurred in a Proceeding.

       6.     Nothing in this Article shall limit any lawful rights to
indemnification existing independently of this Article.

Article 6B.  TRANSACTIONS WITH INTERESTED PERSONS

       1.     Unless entered into in had faith, no contract or transaction by
this Corporation shall be void, voidable or in any way affected by reason of the
fact that it is with an Interested Person.

       2.     For the purposes of this Article, "Interested Person" means any
person or organization in any way interested in this







Corporation whether as an officer, director, stockholder, employee or otherwise,
and any other entity in which any such person or organization or this
Corporation is in any way interested.

       3.     Unless such contract or transaction was entered into in bad faith,
no Interested Person, because of such interest, shall be liable to this
Corporation or to any other person or organization for any loss or expense
incurred by reason of such contract or transaction or shall be accountable for
any gain or profit realized from such contract or transaction.

       4.     The provisions of this Article shall be operative notwithstanding
the fact that the presence of an Interested Person was necessary to constitute a
quorum at a meeting of directors or stockholders of this Corporation at which
such contract or transaction was authorized or that the vote of an Interested
Person was necessary for the authorization of such contract or transaction.

Article 6C.  STOCKHOLDERS' MEETINGS

       Meetings of Stockholders of this Corporation may be held anywhere in the
United States.

Article 6D.  AMENDMENT OF BY-LAWS

       The By-Laws may provide that the Board of Directors as well as the
stockholders may make, amend or repeal the By-Laws of this Corporation, except
with respect to any provision thereof which by law, by these Articles o by the
By-Laws requires action by the Stockholders.











Article 6E.  ACTING AS A PARTNER

       This Corporation may be a partner in any business enterprise which it
would have power to conduct by itself.

Article 6F.  FAIR PRICE

       The affirmative vote of the holders of not less than 80 percent of the
outstanding shares of "Voting Stock" (as hereinafter defined) of the Corporation
and the affirmative vote of the holders of not less than two-thirds of the
outstanding shares of Voting Stock held by stockholders other than a "Related
Person" (as hereinafter defined) shall be required for the approval or
authorization of any "Business Combination" (as hereafter defined) of the
Corporation with any Related Person; provided, however, that the 80 percent and
two-thirds voting requirements shall not be applicable if:

              (1)    The "Continuing Directors" of this Corporation (as
       hereinafter defined) by a two-thirds vote of the Continuing Directors
       then in office have approved the Business Combination;

              (2)    The Business Combination is solely between the Corporation
       and another corporation, one hundred percent of the Voting Stock of which
       is owned directly or indirectly by the Corporation; or

              (3)    The Business Combination is a merger or consolidation and
       the consideration to be received per share by holders of Common Stock of
       the Corporation in the Business Combination is cash and is in an amount
       not less than the







       highest per share price (with appropriate adjustments for
       recapitalizations and for stock splits, stock dividends and like
       distributions or transactions), paid by the Related Person in acquiring
       any of its holdings of the Corporation's Common Stock.
       For the purposes of this Article:

              (i)    The term "Business Combination" shall mean (a) any merger
       or consolidation of the Corporation or a subsidiary of the Corporation
       with or into a Related Person, (b) any sale, lease, exchange, transfer or
       other disposition, including without limitation a mortgage or any other
       security device, of all or any "Substantial Part" (as hereinafter
       defined) of the assets either of the Corporation or of a subsidiary of
       the Corporation, to a Related Person, (c) any merger or consolidation of
       a Related Person with or into the Corporation or a subsidiary of the
       Corporation, (d) any sale, lease, exchange, transfer or other disposition
       of all or any Substantial part of the assets of a Related Person to the
       Corporation or a subsidiary of the Corporation, (e) the issuance of any
       securities of the Corporation or a subsidiary of the Corporation to a
       Related Person, (f) any recapitalization that would have the effect of
       increasing the voting power of a Related Person with respect to the
       Corporation, (g) the adoption of any plan or proposal for the liquidation
       or dissolution of the Corporation proposed by or on behalf of a Related
       Person, or (h) any agreement, contract or other







       arrangement providing for any of the transactions described in this
       definition of Business Combination.

              (ii)   The term "Related Person" shall mean and include any
       individual, corporation, partnership or other person or entity which,
       together with its "Affiliates" and "Associates" (as defined under Rule
       12b-2 in effect-as of February 1, 1983 promulgated under the Securities
       Exchange Act of 1934), "beneficially owns" (as defined under Rule 13d-3
       in effect as of February 1, 1983 promulgated under the Securities
       Exchange Act of 1934) in the aggregate 20 percent or more of the
       outstanding Voting Stock of the Corporation, and any Affiliate or
       Associate of any such individual, corporation, partnership or other
       person or entity.

              (iii)  The term "Substantial Part" shall mean more than 30 percent
       of the fair market value of the total assets of the corporation or entity
       in question, as of the end of its most recent fiscal year ending prior to
       the time the determination is being made.

              (iv)   Without limitation, any shares of Common Stock of the
       Corporation that any Related Person has the right to acquire pursuant to
       any agreement, or upon exercise of conversion rights, warrants or
       options, or otherwise, shall be deemed beneficially owned by the Related
       Person.

              (v)    The term "Voting Stock" shall mean all outstanding shares
       of capital stock of the Corporation or another corporation entitled to
       voce generally in the election of






       directors and each reference to a proportion of shares of Voting Stock
       shall refer to such proportion of the votes entitled to be cast by such
       shares.

              (vi)   The term "Continuing Director" shall mean a Director who
       was a member of the-Board of Directors of the Corporation on the date of
       adoption of this Article by the stockholders of the Corporation, a
       Director who was a member of the Board of Directors of the Corporation
       immediately prior to the time that the Related Person involved in a
       Business Combination became a Related Person and a person elected a
       Director who had been recommended by two-thirds of the then Continuing
       Directors in office to succeed a Continuing Director.

       The provisions set forth at this Article may not be repealed or amended
in any respect, unless such action is approved by the Affirmative vote of the
holders of not less than 80 percent of the outstanding shares of Voting Stock of
the Corporation; provided, however, that if there is a Related Person at that
time., such action must also be approved by the affirmative vote of the holders
of not less than two-thirds of the outstanding shares of Voting Stock held by
stockholders other than the Related Person; provided, further, however, that any
amendment alteration, change or repeal of any provision of this Article declared
advisable by the affirmative vote of two-thirds of the Continuing Directors then
in office may be approved by the affirmative vote of two-thirds of the
outstanding shares of Voting Stock of the Corporation.

                                                                     EXHIBIT 3.2


                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-2103460



                        THE COMMONWEALTH OF MASSACHUSETTS

                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

                       MICHAEL JOSEPH CONNOLLY, SECRETARY

                ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

                              ARTICLES OF AMENDMENT

                     GENERAL LAWS, CHAPTER 156B, SECTION 72


       This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.

       We, Anthony F. DiFillippo, President, and William H. Gorham, Clerk, of
Unifirst Corporation located at 68 Jonspin Road, Wilmington, Massachusetts 01887
do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted at a meeting held on January 12, 1988, by
vote of 4,212,143 shares of Common Stock out of 5,039,552 shares outstanding,
being at least two-thirds of each class outstanding and entitled to vote thereon
and of each class or series of stock whose rights are adversely affected
thereby.(2)













- -----------
(2) For amendments adopted pursuant to Chapter 156B, Section 71.











       TO CHANGE the number of shares and the par value, if any, of each class
of stock within the corporation fill in the following:

       The total presently authorized is:

- --------------------------------------------------------------------------------
                            NO PAR VALUE          WITH PAR VALUE
 KIND OF STOCK            NUMBER OF SHARES       NUMBER OF SHARES      PAR VALUE
- --------------------------------------------------------------------------------
COMMON
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
PREFERRED
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

       Change the total to:

- --------------------------------------------------------------------------------
                            NO PAR VALUE          WITH PAR VALUE
 KIND OF STOCK            NUMBER OF SHARES       NUMBER OF SHARES      PAR VALUE
- --------------------------------------------------------------------------------
COMMON
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
PREFERRED
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

       Article 6 of the Restated Articles of Organization of UniFirst
Corporation (the "Company") is hereby amended by adding the following Article 6G
thereto:

              Article 6G. LIMITATION OF LIABILITY OF DIRECTORS. No Director of
              this Company shall be personally liable to the Company or its
              shareholders for monetary damages for breach of fiduciary duty as
              a Director notwithstanding any provision of law imposing such
              liability; provided, however, that this Article shall not
              eliminate or limit any liability of a Director (i) for any breach
              of the Director's duty of loyalty to the Company or its
              shareholders, (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 Massachusetts Business
              Corporation Law, or (iv) with respect to any transaction from
              which the Director derived an improper personal benefit.










              The provision of this Article shall not eliminate or limit the
              liability of a Director of this Company for any act or omission
              occurring prior to the date on which this Article became
              effective. No amendment or repeal of this Article shall adversely
              affect the rights and protection afforded to a Director of this
              Company under this Article for acts or omissions occurring while
              this Article is in effect.

              If the Massachusetts Business Corporation Law is subsequently
              amended to further eliminate or limit the personal liability of
              directors or to authorize corporate action to further eliminate or
              limit such liability, then the liability of the Directors of this
              Company shall be eliminated or limited to the fullest extent
              permitted by the Massachusetts Business Corporation Law as so
              amended.

              This Article does not limit the Company's powers, or Directors'
              rights, under Article 6A of the Company's Restated Articles of
              Organization, or as otherwise permitted by law.






       The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.

       IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this 13th day of January, in the year 1988.




                                        /s/ Anthony F. DiFillippo
                                        ----------------------------------------
                                        Anthony F. DiFillippo, President




                                        /s/ William H. Gorham
                                        ----------------------------------------
                                        William H. Gorham, Clerk






                        THE COMMONWEALTH OF MASSACHUSETTS

                              ARTICLES OF AMENDMENT

                    (General Laws, Chapter 156B, Section 72)


       I hereby approve the within articles of amendment and, the filing fee in
the amount of $75.00 having been paid, said articles are deemed to have been
filed with me this 20th day of January, 1988.




                                        /s/ Michael J. Connolly
                                        MICHAEL JOSEPH CONNOLLY
                                        Secretary of State











                         TO BE FILLED IN BY CORPORATION

                       PHOTO COPY OF AMENDMENT TO BE SENT

                         TO:

                             Raymond C. Zemlin, Esq.
                             Goodwin, Procter & Hoar
                             Exchange Place
                             Boston, MA 02109
                             Telephone: (617) 570-1512

                                                                     EXHIBIT 3.3


                                                          FEDERAL IDENTIFICATION
                                                          NO. 04-2103460


                        THE COMMONWEALTH OF MASSACHUSETTS

                 OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
                         MICHAEL J. CONNOLLY, Secretary
                ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

                              ARTICLES OF AMENDMENT
                     GENERAL LAWS, CHAPTER 156B, SECTION 72



       We, John B. Bartlett, Vice President, and William H. Gorham, Clerk of
UniFirst Corporation located at 68 Jonspin Road, Wilmington, MA 01887 do hereby
certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED 4A & 3 of
the Articles of Organization were duly adopted at a meeting held on January 12,
1993, by vote of:

       7,974,161 shares of Common Stock out of 10,202,504 shares outstanding,

       being at least two-thirds of each type, class or series outstanding and
       entitled to vote thereon and of each type, class or series of stock whose
       rights are adversely affected thereby.(2)






















(2)  For amendments adopted pursuant to Chapter 156B, Section 71.





       To CHANGE the number of shares and the par value (if any) of any type,
class or series of stock which the corporation is authorized to issue, fill in
the following:

       The total presently authorized is:

WITHOUT PAR VALUE STOCKS                    WITH PAR VALUE STOCKS

- ------------------------    ----------------------------------------------------
              NUMBER OF                                 NUMBER OF
TYPE           SHARES       TYPE                         SHARES      PAR VALUE
- ------------------------    ----------------------------------------------------
COMMON:                     COMMON
                                Common Stock           20,000,000       $0.10
- ------------------------    ----------------------------------------------------
PREFERRED:                  PREFERRED:
                                Preferred Stock         2,000,000       $1.00
- ------------------------    ----------------------------------------------------


       CHANGE the total authorized to:


WITHOUT PAR VALUE STOCKS                    WITH PAR VALUE STOCKS

- ------------------------    ----------------------------------------------------
              NUMBER OF                                 NUMBER OF
TYPE           SHARES       TYPE                         SHARES       PAR VALUE
- ------------------------    ----------------------------------------------------
COMMON:                     COMMON
                              Common Stock             30,000,000       $0.10
                              Class B Common Stock     20,000,000       $0.10
- ------------------------    ----------------------------------------------------
PREFERRED:                  PREFERRED:
                                Preferred Stock         2,000,000       $1.00
- ------------------------    ----------------------------------------------------








                                  AMENDMENTS TO
                      THE RESTATED ARTICLES OF ORGANIZATION
                                       OF
                              UNIFIRST CORPORATION


       1.     Article 4A is hereby amended to read in its entirety as follows:

                 ARTICLE 4A.   DESCRIPTION OF AUTHORIZED CAPITAL STOCK

       I.     Three classes of stock are authorized: Two classes of common
stock, each having a par value of $0.10 per share, and one class of Preferred
Stock having a par value of $1.00 per share. Except as otherwise provided in
these Restated Articles of Organization, stock of any class or series authorized
hereby or pursuant hereto may be issued from time to time by authority of the
Board of directors for such consideration as from time to time may be fixed by
vote of the Board of Directors providing for the issue of such stock.

A.     COMMON STOCK

       1.     Authorization of Two Classes.

       As of the date and time this Amendment to the Restated Articles of
Organization shall become effective under the laws of the Commonwealth of
Massachusetts (the "Effective Time"), there shall be two classes of common
stock, par value $0.10 per share. The first class shall be denominated Common
Stock and shall consist of thirty million (30,000,000) shares. The Second class
shall be denominated Class B Common Stock ("Class B Stock") and shall consist of
twenty million (20,000,000) shares.

       No additional shares of Class B Stock shall be authorized without the
affirmative vote of a majority of all votes entitled to be cast by the holders
of the Common Stock and Class B Stock, voting as separate classes.

       No shares of Class B Stock shall be issued without the affirmative vote
of a majority of all votes entitled to be cast by the holders of the Common
Stock and the Class B Stock, voting as separate classes, except (i) in
connection with a single, one-time only offer to the holders of Common Stock to
exchange shares of outstanding Common Stock for shares of Class B Stock on a
share-for-share basis, such offer to be made on such date as is determined by
the Board of Directors; or (ii) in connection with stock splits, stock dividends
or other similar recapitalizations.

       2.     Powers, Preferences and Rights.

       Except as otherwise required by law, the powers, preferences and rights
of the Common Stock and the Class B Stock shall be as set forth herein.

       3.     Voting Rights.

       Each share of Common Stock shall entitled the holder thereof to one (1)
vote and each share of Class B Stock shall entitle the holder thereof to ten
(10) votes. Except as set forth herein, all actions submitted to a vote of
stockholders shall be voted on by the holders of Common Stock and Class B Stock
(as well as the holders of any series of Preferred Stock, if any, entitled to
vote thereon) voting together as a single class.

       With respect to the election of Directors, holders of Common Stock voting
separately as a single class shall be entitled to elect, at such time as is
determined by the Board of Directors, but in no event later than January 31,
1995; 25% of the total number of Directors constituting the total Board of
Directors and, if such 25% is not a whole number, then the holders of Common
Stock shall be entitled to elect the nearest higher whole number of Directors
that is at least 25% of the total number of Directors and shall have the sole
right to



                                      A-1


remove such Director(s). With respect to the election of the remaining
Directors, holders of Class B Stock shall vote together with the holders of
Common Stock, as a single class.

       The holders of Common Stock and Class B Stock shall each be entitled to
vote separately as a single class with respect to matters which require class
votes under the Business Corporation Law of the Commonwealth of Massachusetts,
with holders of Class B Stock voting on matters affecting Class B Stock and
holders of Common Stock voting on matters affecting Common Stock.

       Except as otherwise provided by law or pursuant to this Article 4A or by
vote or votes of the Board of Directors providing for the issue of any series of
Preferred Stock, the holders of the Common Stock and the Class B Stock shall
have sole voting power for all purposes, each holder of the Common Stock and
Class B Stock being entitled to vote as provided in this Section A.3.

       4.     Dividends.

              a.     If and when a dividend on the Class B Stock is declared by
the Board of Directors, whether payable in cash, in property or in shares of
stock of the Corporation, a dividend shall also be declared on the Common Stock.
The cash dividend payable on each outstanding share of Common Stock shall be one
hundred twenty-five percent (125%) of the c ash dividend payable on each
outstanding share of Class B Stock. If dividends are declared that are payable
in shares of Common Stock or Class B Stock, such dividends shall be payable t
the same rate on both classes of stock, provided that the dividends payable in
shares of Common Stock shall be payable only to holders of Common Stock and the
dividends payable in shares of Class B Stock shall be payable only to holders of
Class B Stock.

              b.     Subject to provisions of law and the preferences of the
Preferred Stock, the holders of the Common Stock and the Class B Stock shall be
entitled to receive dividends at such time and in such amounts, subject to
Section A.4.a, as may be determined by the Board of Directors and declared out
of any funds lawfully available therefore, and shares of Preferred Stock shall
not be entitled to share therein except as otherwise expressly provided in the
vote or votes of the Board of Directors providing for the issue of such
Preferred Stock.

       5.     Stock Splits and Other Transactions.

       Shares of Common Stock or Class B Stock may be split up, subdivided,
combined or reclassified, unless at the same time the shares of such other class
are proportionately so split up, subdivided, combined or reclassified in a
manner which maintains the same proportionate equity ownership between the
holders of Common Stock and Class B Stock as comprised on the record date for
any such transaction.

       6.     Liquidation, Dissolution or Winding Up.

       In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after payment of or provision for
payment of the debts and other liabilities of the Corporation and the
preferential amounts to which the holders of any stock ranking prior to the
Common Stock and the Class B Stock in the distribution of assets shall be
entitled upon such liquidation, dissolution or winding up, the holders of the
Common Stock and the Class B Stock shall be entitled to receive an equal amount
with respect to each share owned.

       7.     Conversion of Class B Stock.

              a.     The holder of each share of Class B Stock shall have the
right at any time, and from time to time, at such holder's option, to convert
such share into one fully paid and nonassessable share of Common Stock on and
subject to the terms and conditions set forth in this Section A.7.

              b.     In order to exercise his conversion privilege, the holder
of any shares of Class B Stock to be converted shall present and surrender the
certificate or certificates representing such shares during normal business
hours at the principal executive offices of the Corporation or, if an agent for
the registration of the transfer of shares of Common Stock is then duly
appointed and acting (the "Transfer Agent"), then at the office of the Transfer
Agent, accompanied by a written notice of the election by the record holder
thereof to convert, and (if so







                                      A-2


required by the Corporation or the Transfer Agent) by instruments of transfer,
in form reasonably satisfactory to the Corporation or the Transfer Agent. A
conversion shall be deemed to have occurred at the close of business on the date
when the Corporation or the Transfer Agent, as the case may be, has received the
prescribed written notice, the required certificate or certificates and any such
instruments of transfer (the "Conversion Date"). Such notice shall also state
the name or names (with address) in which the certificate or certificates for
shares of Common Stock issuable on such conversion shall be registered. The
person or persons in whose name or names any certificate or certificates for
shares of Common Stock shall be issuable or such conversion shall be, for the
purpose of receiving dividends and for all other corporate purposes whatsoever,
deemed to have become the holder or holders of record of the shares of Common
Stock represented thereby on the Conversion Date.

              c.     As promptly as practicable after the presentation and
surrender for conversion, as herein provided, of any certificate for shares of
Class B Stock, the Corporation shall issue and deliver at such office or agency,
to or upon the written order of the holder hereof, certificates for the number
of shares of Common Stock issuable upon such conversion. In case any certificate
for shares of Class B Stock shall be surrendered for conversion of only a part
of the shares represented thereby, the Corporation shall deliver at such office
or agency, to or upon the written order of the holder thereof, a certificate or
certificates for the number of shares of Class B Stock represented by such
surrendered certificate which are not being converted. The issuance of
certificates for shares of Common Stock issuable upon the conversion of shares
of Class B Stock by the registered holder thereof shall be made without charge
to the converting holder for any tax imposed on the Corporation in respect of
the issue thereof. The Corporation shall not, however, be required to pay any
tax which may be payable with respect to any transfer involved in the issue and
delivery of any certificate in a name other than that of the registered holder
of the shares being converted, and the Corporation shall not be required to
issue or deliver any such certificate unless and until the person requesting the
issue thereof shall have paid to the Corporation the amount of such tax or has
established to the satisfaction of the Corporation that such tax has been paid.

              d.     Upon any conversion of shares of Class B Stock into shares
of Common Stock pursuant hereto, no adjustment with respect to dividends shall
be made; only those dividends that are payable on the shares so converted as
have been declared but not yet paid to holders of record of shares of Class B
Stock with respect to a record date prior to the conversion date with respect to
the shares so converted; and only those dividends shall be payable on shares of
Common Stock issued upon such conversion as have been declared and are payable
to holders of record of shares of Common Stock with respect to a record date on
or after such conversion date.

              e.     In case of any consolidation or merger of the Corporation
as a result of which stockholders of the Corporation shall be entitled to
receive cash, stock, other securities or other property with respect to or in
exchange for stock of the Corporation, each holder of Common Stock and Class B
Stock shall be entitled to receive an equal amount of consideration for each
share of Common Stock or Class B Stock surrendered in such merger.

              f.     Shares of the Class B Stock converted into Common Stock
shall be retired and shall resume the status of authorized but unissued shares
of Class B Stock.

              g.     The Corporation covenants that it will at all times reserve
and keep available, solely for the purpose of issuance upon conversion of the
outstanding shares of Class B Stock, such number of shares of Common Stock as
shall be issuable upon the conversion of all such outstanding shares of Class B
Stock.

       8.     Limitations on Transfer of Class B Stock.

              a.     No record or beneficial owner of shares of Class B Stock
may transfer, and the Corporation shall not register the transfer of, shares of
Class B Stock, whether by sale, assignment, gift, bequest, appointment or
otherwise, except to a "Permitted Transferee" as provided herein.









                                      A-3


                     (i)    In the case of a holder of record of the Class B
       Stock (the "Class B Holder") who is natural person and the beneficial
       owner of the shares of Class B Stock to be transferred, Permitted
       Transferees shall mean:

                            (a)    The spouse of such Class B Holder, any lineal
              descendant of a grandparent of such Class B Holder or of a
              grandparent of such spouse, or any spouse of such lineal
              descendant (herein collectively referred to as "Class B Holder's
              Family Members");

                            (b)    The trustee or trustees of a trust (including
              a voting trust) solely for the benefit of such Class B Holder
              and/or one or more of such Class B Holder's Family Members (except
              for remote contingent interests); provided, however, if at any
              time such trust ceases to meet the requirements of this Section
              A.8.a(i)(b), all shares of Class B Stock then held by such trustee
              or trustees shall, upon receipt by such trustee or trustees of a
              notice from the Corporation that it has obtained actual knowledge
              that the trust no longer meets the requirements of this Section
              A.8.a(i)(b), be automatically converted into Common Stock on a
              share-for-share basis, and stock certificates formerly
              representing such shares of Class B Stock shall thereupon and
              thereafter be deemed to represent a like number of shares of
              Common Stock;

                            (c)    A corporation, of which all of the record and
              beneficial owners of outstanding capital stock are, or a
              partnership in which all of the partners are, and all of the
              partnership interests are owned by, the Class B Holder and/or one
              or more of the Permitted Transferees of such Class B Holders as
              determined under this Section A.8; provided, however, if by reason
              of any change in the ownership of such stock or partners or
              partnership interest, such corporation or partnership would no
              longer qualify as a Permitted Transferee of such Class B Holder,
              then all shares of Class B Stock then held by such corporation or
              partnership shall, upon receipt by such partnership or corporation
              of a notice from the Corporation that it has obtained actual
              knowledge that such corporation or partnership no longer qualifies
              as a Permitted Transferee, be automatically converted into shares
              of Common Stock on a share-for-share basis, and stock certificates
              formerly representing such shares of Class B Stock shall thereupon
              and thereafter be deemed to represent a like number of shares of
              Common Stock and

                            (d)    The executor, administrator or personal
              representative of the estate of a deceased Class B Holder or the
              trustee of the estate of a bankrupt or insolvent Class B Holder
              or, the guardian or conservator of a Class B Holder adjudged
              disabled or incompetent by a court of competent jurisdiction,
              acting in his capacity as such.

                     (ii)   In the case of a Class B Holder holding the shares
       of Class B Stock as trustee pursuant to a trust (including a voting
       trust) other than an irrevocable trust as described in Section A.8.a(iii)
       below, Permitted Transferees shall mean:

                            (a)    any successor trustee of such trust;

                            (b)    the person or persons who established such
              trust; and

                            (c)    a Permitted Transferee of any person who
              established such trust.

                     (iii)  In the case of a Class B Holder holding the shares
       of Class B Stock as trustee pursuant to a trust which was irrevocable on
       the Record Date (a "Transferor Trust"), Permitted Transferees shall mean:

                            (a)    any successor trustee of such Transferor
              Trust;

                            (b)    any person to whom or for whose benefit the
              principal or income may be distributed either during or at the end
              of the term of such Transferor Trust whether by power of
              appointment or otherwise; and

                            (c)    a Permitted Transferee of any person who
              established such trust.










                                      A-4

                     (iv)   In the case of a Class B Holder which is a
       partnership and the beneficial owner of the shares of Class B Stock
       proposed to be transferred, Permitted Transferees shall mean:

                            (a)    any partner of such partnership who was also
              a partner of such partnership on the Record Date;

                            (b)    any person transferring shares of Class B
              Stock to such partnership after the Record Date (provided,
              however, that such transfer to the partnership was made in
              accordance with this Section A.8, and further provided that such
              transferor may not receive shares of Class B Stock in excess of
              the shares transferred to such partnership); and

                            (c)    any Permitted Transferee of such person
              referred to in Section A.8.a(iv)(a) or (b) above, provided that in
              the case of Section A.8.a(iv)(b), the number of shares which such
              Permitted Transferee is entitled to receive pursuant to this
              Section A.8.a(iv)(c) shall not exceed the number of shares such
              person would have been entitled to receive pursuant to Section
              A.8.a(iv)(b).

                     (v)    In the case of a Class B Holder which is a
       corporation and the beneficial owner of the shares proposed to be
       transferred, Permitted Transferees shall include only:

                            (a)    any stockholder of such corporation on the
              Record Date that is generally entitled to vote in the selection of
              directors of such corporation (a "Voting Stockholder"), provided
              that such corporation does not have more than 20 Voting
              Stockholders of Record on the Record Date;

                            (b)    any stockholder of such corporation on the
              Record Date who receives shares of Class B Stock pro rata to his
              stock ownership in such corporation through a dividend or through
              a distribution made upon liquidation of such corporation;

                            (c)    any person transferring shares of Class B
              Stock to such corporation after the Record Date (provided,
              however, that such transferor may not receive shares of Class B
              Stock in excess of the shares transferred by the transferor to
              such corporation);

                            (d)    any Permitted Transferee of such stockholder
              or person referred to in Sections A.8.a(v)(a), (b) or (c) above,
              provided that in the case of Section A.8.a(v)(c), the number of
              shares which such Permitted Transferee is entitled to receive
              pursuant to this Section A.8.a(v)(d) shall not exceed the number
              of shares such person would have been entitled to receive pursuant
              to Section A.8.a(v)(c); and

                            (e)    the survivor of a merger or consolidation of
              such corporation but only if all of the record and beneficial
              owners of the outstanding capital stock of such survivor
              immediately after the merger or consolidation are Permitted
              Transferees of such corporation; provided, however, if by reason
              of any change in the ownership of such stock such surviving
              corporation would no longer qualify as a Permitted Transferee,
              then all shares of Class B Stock then held by such surviving
              corporation shall, upon receipt by such surviving corporation of a
              notice from the Corporation that it has obtained actual knowledge
              that the surviving corporation no longer qualifies as a Permitted
              Transferee, be automatically converted into shares of Common Stock
              on a share-for-share basis, and stock certificates formerly
              representing such shares of Class B Stock shall thereupon and
              thereafter be deemed to represent a like number of shares of
              Common Stock.

                     (vi)   In the case of a Class B Holder who is the executor
       or administrator of the estate of a deceased Class B Holder, guardian or
       conservator of the estate of a disabled or incompetent Class B Holder or
       who is a trustee of the estate of a bankrupt or insolvent Class B Holder,
       Permitted Transferees shall include only a Permitted Transferee of such
       deceased, disabled, bankrupt or Insolvent Class B Holder.

              b.     Notwithstanding anything to the contrary set forth herein,
any Class B Holder may pledge such holder's shares of Class B Stock to a pledge
pursuant to a bona fide pledge of such shares as collateral security for
indebtedness due to the pledge, provided that such shares shall not be
transferred to or registered in the name of the pledge and shall remain subject
to the provisions of this Section A.8. In the event of foreclosure or other
similar action by the pledge, such pledged shares of Class B Stock may only be








                                      A-5


transferred to the pledgor or a Permitted Transferee of the pledgor or converted
into shares of Common Stock, as the pledge may elect.

              c.     For purposes of this Section A.8:

                     (i)    the "Record Date" with respect to shares of Class B
       Stock is the date on which such share of Class B Stock is issued;

                     (ii)   in the case of nay transfers by a trust, partnership
       or corporation pursuant to Section A.8.a(ii), (iii), (iv), and (v), the
       trust, partnership or corporation, as the case may be, may not transfer
       to a Permitted Transferee more shares of Class B Stock than such
       Permitted Transferee or the person from whom such Permitted Transferee
       derived its Permitted Transferee relationship, contributed to the trust,
       partnership or corporation;

                     (iii)  any limitation on the number of shares of Class B
       Stock permitted to be transferred imposed by this Section A.8 shall be
       adjusted appropriately for any stock splits, stock dividends or other
       similar recapitalizations effected during any time period in question;

                     (iv)   the term "spouse" shall refer to any then present or
       former spouse;

                     (v)    the relationship of any person that is derived by or
       though legal adoption shall be considered a natural one;

                     (vi)   each joint owner of shares of Class B Stock shall be
       considered a Class B Holder of such shares;

                     (vii)  a minor for whom shares of Class B Stock are held
       pursuant to a Uniform Gifts to Minors Act or similar law shall be
       considered a Class B Holder of such shares; and

                     (vii) unless otherwise specified, the term "person" means
       both natural persons and legal entities.

              d.     Any transfer of shares of Class B Stock not permitted
hereunder shall result in the automatic conversion of the transferee's shares of
Class B Stock into an equal number of shares of Common Stock, effective as of
the date on which certificates representing such shares of Class B Stock are
presented for transfer on the stock transfer record books of the Corporation;
provided, however, that if the Corporation should determine that such shares
were not so presented for transfer within twenty (20) days after the date of
such transfer, sale, assignment or other disposition, as determined in good
faith by the Board of Directors or its appointed agent. The Corporation may, in
its discretion from time to time or as a condition to the transfer or the
registration of transfer of shares of Class B Stock to a purported Permitted
Transferee, require the furnishing of such affidavits or other proof as it deems
necessary to establish that a holder of Class B Stock or proposed transferee is
a Permitted Transferee. If no indication to the contrary is supplied at the time
shares of Class B Stock are presented for transfer, the transfer shall be
presumed by the Corporation to be a transfer to a person other than a Permitted
Transferee.

       9.     Registration of Class B Stock in Name of Beneficial Owner.

       Shares of Class B Stock shall be registered in the name(s) of the
beneficial owner(s) thereof (as hereinafter defined) and no in "street" or
"nominee" names. For the purposes of Section A.8 and A.9, the term "beneficial
owner(s)" of any shares of Class B Stock shall mean the person or persons who
possess the power to vote or dispose, or to direct the voting or disposition, of
such shares and "beneficially owned" shares shall refer to shares owned by such
a beneficial owner. The Corporation shall note on the certificates representing
the shares of Class B Stock that there are restrictions on transfer and
registration of transfer imposed by Section A.8 and A.9.





                                      A-6


       10.    Termination of Class B Stock.

       All outstanding shares of Class B Stock shall automatically, without
further act or deed on the part of this Corporation or any other person, be
converted into shares of Common Stock on a share-for-share basis:

              a.     at such time as the total number of shares of Class B Stock
issued and outstanding constitutes less than 10% of the total of all shares of
Common Stock and Class B Stock then issued and outstanding;

              b.     if, solely as a result of the existence of the Class B
Stock, the Common Stock is excluded from trading on the New York Stock Exchange,
the American Stock Exchange and all other national securities exchanges and is
also excluded from quotation on the National Association of Securities Dealers
Automated Quotation System and any other quotation system then in use; or

              c.     at any time when the Board of Directors and the holders of
a majority of the outstanding shares of the Class B Stock approve the conversion
of all of the Class B Stock into Common Stock.

In the event of any automatic conversion of Class B Stock pursuant to this
Section A.10, certificates formerly representing outstanding shares of Class B
Stock will thereafter be deemed to represent a like number of shares of Common
Stock.

B.     PREFERRED STOCK.

       1.     The Preferred Stock may be divided into two or more series. The
Board of Directors may, from time to time, establish and designate the different
series and the variations in the relative rights and preferences as between the
different series as provided in Section B.2 hereof, but in all other respects
all shares of the Preferred Stock shall be identical. In the event that at any
time the Board of Directors shall have established and designated only one
series of Preferred Stock, or two or more series of Preferred Stock, consisting
of a number of shares less than all of the authorized shares of Preferred Stock,
the remaining authorized shares of Preferred Stock not being a part of any such
designated series shall be deemed to be shares of an undesignated series of
Preferred Stock until designated by the Board of Directors as being a part of
any series theretofore, or then being, established by the Board of Directors.

       2.     The Board of Directors is hereby expressly authorized, subject to
the provisions of this description of classes of stock, to establish one ore
more series of Preferred Stock and, with respect to each series, to fix and
determine by vote providing for the issue of such series:

              a.     the number of shares to constitute such series and the
distinctive designated thereof;

              b.     the dividend rate on the shares of such series and the
divided payment dates;

              c.     whether or not the shares of such series shall be
redeemable, and, if redeemable, the redemption prices which the shares of such
series shall be entitled to receive and the terms and manner of redemption;

              d.     the preferences, if any, and the amounts which the shares
of such series shall be entitled to receive and all other special or relative
rights of the shares of such series, upon the voluntary and involuntary
dissolution of, or upon any distribution of the assets of, the Corporation;

              e.     whether or not the shares of such series shall be subject
to the operation of a retirement, sinking or purchase fund or funds to be
applied for redemption of such shares and, if such retirement, sinking or
purchase fund or funds be established, the annual amount thereof and the terms
and provisions relative to the operation thereof;

              f.     whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of any other class or classes of
stock of the corporation and the conversion price or prices or ratio or ratios
or the rate or rates at which such exchange may be made, with such adjustments,
if any, as shall be stated in such vote;

              g.     whether or not the shares of such series shall have voting
rights, and, if so, the conditions under which the shares of such series shall
vote as a separate class; and












                                      A-7


              h.     such other designations, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions of such series to the full extent now or hereafter permitted by
the laws of the Commonwealth of Massachusetts.

Notwithstanding the fixing of the number of shares constituting a particular
series, the Board of Directors may at any time thereafter authorize the issuance
of additional shares of the same series.

       3.     Holders of Preferred Stock shall be entitled to receive, when and
as declared by the Board of Directors, but only out of funds legally available
for the payment of dividends, cash dividends at the annual rates fixed by the
Board of Directors for the respective series, payable on such dates in each year
as the Board of Directors shall fix for the respective series as provided in
subsection B.2.b (hereinafter referred to as "dividend dates") Until all accrued
dividends on all series of Preferred Stock shall have been declared and set
apart for payment through the last preceding dividend date set for all holders
of any other class of stock of the Corporation, other than a dividend payable in
Common Stock of the Corporation. Dividends on shares of Preferred Stock of any
series shall accumulate from and after the day on which such shares are issued,
but arrearages in the payment thereof shall not bear interest. No dividend shall
be declared and set apart for payment on any series of Preferred Stock in
respect of any dividend period unless there shall likewise be declared and set
apart for payment on all shares of Preferred Stock of each series at the time
outstanding such dividends as would be payable on the said share through the
last preceding dividend date if all dividends were declared and paid in full.
Nothing herein contained shall be deemed to limit the right of the Corporation
to purchase or otherwise acquire at any time any shares of its capital stock;
provided that no shares of capital stock shall be purchased or redeemed (a) at
any time when accrued dividends on any series of Preferred Stock remain unpaid
for any period to and including the last preceding dividend date, or (b) in
contravention of the provisions of the next paragraph of this Section B.3.

       In addition to and notwithstanding the provisions of the preceding
paragraph of this Section B.3,

              a.     no dividend shall be paid on any shares of any class of
stock of the Corporation other than the Preferred Stock, and

              b.     no shares of any class of stock of the Corporation other
than Preferred Stock shall be purchased or redeemed

if the effect thereof would be to reduce the capital and surplus of the
Corporation below an amount equal to the preferential amount payable on all then
outstanding shares of Preferred Stock of the Corporation upon the dissolution
of, or the distribution of the assets of, the Corporation; but neither the
Corporation nor any director shall, unless otherwise provided by law, have any
obligation or liability to any holder of Preferred Stock for any such dividend
on or purchase or redemption of stock other than Preferred Stock if made or
authorized in good faith in the reasonable belief that the effect thereof would
not be to reduce the capital and surplus of the corporation to such extent.

       For purposes of this description of classes of stock, and of any vote
fixing the terms of any series of Preferred Stock, the amount of dividends
"accrued" on any shares of Preferred Stock of any series as at any dividend date
shall be deemed to be the amount of any unpaid dividends accumulated thereon to
an including such dividend date, whether or not earned or declared, and the
amount of dividends "accrued" on nay share of Preferred Stock of any series as
at any date other than a dividend date shall be calculated as the amount of any
unpaid dividends accumulated thereon to and including the last preceding
dividend date whether or not earned or declared, plus an amount computed, on the
basis of 360 days per annum, for the period after such last preceding dividend
date to and including the date as of which the calculation is made at the annual
dividend rate fixed for the shares of such series.

              4.     Upon the dissolution of the Corporation, or upon any
distribution of its assets pursuant to a plan of liquidation, before any payment
or distribution of the assets of the Corporation shall be made to or set apart
for any other class of stock, the holders of Preferred Stock shall be entitled
to payment of the amount of the preference payable upon such dissolution, or
distribution n of the assets, of the Corporation fixed by the Board of Directors
for the respective series as provided in subsection B.2.d. If upon any such
dissolution or distribution, the assets of the Corporation shall be insufficient
to pay in full to the holders of the Preferred Stock the












                                      A-8


preferential amount aforesaid, the such assets, or the proceeds thereof, shall
be distributed among the holders of each series of Preferred Stock ratably in
accordance with the sums which would be payable on such distribution if all sums
payable were discharged in full. The voluntary sale, conveyance, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all
or substantially all of the property and assets of the Corporation, the merger
or consolidation of the Corporation into or with any such corporation, or the
merger of any other corporation into it, shall not be deemed to be a dissolution
of, or a distribution of the assets of, the corporation, for the purpose of this
Section B.4.

       5.     In the event that and during the period in which any series of the
Preferred Stock shall be redeemable, then, at the option of the Board of
Directors, the Corporation from time to time may redeem all or any part of the
outstanding shares of such series at the redemption price and upon the terms and
conditions fixed by the Board of Directors as provided in subsection B.2.c (the
sum so payable upon any redemption of Preferred Stock being hereinafter referred
to as the "redemption price"); provided that not less than 30 days previous to
the date fixed for redemption notice of the time and place thereof shall be
mailed to each holder of record of the shares so to be redeemed at his address
as shown by the records of the Corporation; and provided further than in the
case of redemption of less than all of the outstanding shares of any series of
Preferred Stock the shares to be redeemed shall be chosen by lot or in such
equitable manner as may be prescribed by the Board of Directors. At any time
after notice of redemption shall have been mailed as above provided but before
the redemption date, the Corporation may deposit the aggregate redemption price
in trust with a bank or trust company in New York New York, Boston,
Massachusetts, or any other city in which the Company shall at that time
maintain a transfer agency with respect to any class of its stock, having
capital, surplus and undivided profits of at least $5,000,000, and name din such
notice. Upon the making of such deposit, or if no such deposit is made then upon
such redemption date (unless the Corporation shall default in making payment of
the redemption price), holders of the shares of Preferred Stock called for
redemption shall cease to be stockholders with respect to such shares
notwithstanding that any certificate for such shares shall not have been
surrendered; and thereafter such shares shall no longer be transferable on the
books of the Corporation and such holders shall have no interest in or claim
against the Corporation with respect to said shares, including but not limited
to the right to vote, except the right (a) to receive payment of the redemption
price upon surrender of their certificates, or (b) to exercise on or before the
date fixed for redemption such rights, if any, not theretofore expiring as such
shares so called for redemption may have to be converted into, or to be
exchanged for, shares of stock of another class or classes of another series of
the same class or classes of stock of the Corporation. Any funds deposited in
trust as aforesaid which shall not be required for such redemption, because of
the exercise of any right of conversion or exchange subsequent to the date of
such deposit or otherwise, shall be returned to the Corporation forthwith. The
Corporation shall be entitled to receive from any such bank or trust company the
interest, if any, allowed on any moneys deposited pursuant to this Section B.5,
and the holders of any shares so redeemed shall have no claim to any such
interest. Any funds to deposited by the Corporation and unclaimed at the end of
five years from the date fixed for such redemption shall be repaid to the
Corporation upon its request, after which repayment the holders of such shares
who shall not have made claim against such moneys prior to such repayment shall
be deemed to be unsecured creditors of the Corporation, but only for a period of
two years from the date of such repayment (after which all rights of the holders
of such shares are unsecured creditors or otherwise shall cease), for an amount
equivalent to the amount deposited as above stated for the redemption of such
shares and so repaid to the Corporation, but shall in no event be entitled to
any interest.

       In order to facilitate the redemption of any shares of Preferred Stock,
the Board of Directors is authorized to cause the transfer books of the
Corporation to be closed as to the shares to be redeemed.

       6.     Any shares of Preferred Stock which shall at any time have been
redeemed, or which shall at any time have been surrendered for conversion or
exchange or for cancellation pursuant to any retirement, sinking or purchase
fund provisions with respect to any series of Preferred Stock, shall be retire
and shall thereafter have the status of authorized and unissued shares of
Preferred Stock undesignated as to series.

       7.     Te Common Stock and Class B Stock shall have exclusive noting
power except as required by law and except to the extent the Board of Directors,
shall, as the time any series of Preferred Stock is established, determine that
the shares of such series shall vote (i) together as a single class with shares
of Class B Stock


















                                      A-9


and/or with share of one or more other series of Preferred Stock on all or
certain matters presented to the stockholders and/or upon the occurrence of any
specific event or condition , and/or (ii) exclusively on certain matters, or,
upon the occurrence of any specified event or condition, on all or certain
matters. The Board of Directors, in establishing a series of Preferred Stock and
fixing the voting rights thereof, may determine that the voting power of each
share of such series may be greater or less than the voting power of each share
of the Common Stock or Class B Stock or other series of Preferred Stock
notwithstanding the shares of such series of Preferred Stock may vote as a
single class with the shares of other series of Preferred Stock and/or with the
shares of Class B Stock.




                                      A-10



       SEE ATTACHED SHEET 4A.

       The foregoing amendment will become effective when theses articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effect date not more than thirty days after such filing, in
which event the amendment will become effective on such later date. LATER
EFFECTIVE DATE:__________________________________

       IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto
signed our names this 21st day of January in the year 1993.



                                  /s/ John B. Bartlett
                                  ----------------------------------------------
                                  President/Vice President


                                  /s/ William H. Gorham
                                  ----------------------------------------------
                                  Clerk/Assistant Clerk














                        THE COMMONWEALTH OF MASSACHUSETTS

                              ARTICLES OF AMENDMENT

                     GENERAL LAWS, CHAPTER 156B, Section 72



       I hereby approve the within articles of amendment and, the filing fee in
the amount of $30,100 having been paid, said articles are deemed to have been
filed with me this 22nd day of January, 1993.

                                         /s/ Michael Joseph Connolly
                                         Michael J. Connolly
                                         Secretary of State

























                         TO BE FILLED IN BY CORPORATION

                         PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT

                     To: Andrew F. Viles, Esq.
                         Goodwin, Procter & Hoar
                         Exchange Place, Boston, MA 02109
                         (617) 570-1294








                                      A-12

                                                                     EXHIBIT 3.4

                                                            Amended at 1/14/86,
                                                            7/29/87, 11/16/89,
                                                            11/15/90 and 7/11/91
                                                            Board of Directors'
                                                            Meetings


                                     BY-LAWS

                                       Of

                              UNIFIRST CORPORATION


                                    ARTICLE I

                                  Stockholders

     1. Meetings. Meetings of stockholders may be held at the principal office
of the corporation in the Commonwealth of Massachusetts, or at such other places
within or without the Commonwealth of Massachusetts as may be specified in the
notices of such meetings; provided, that when any such meeting is convened, the
presiding officer may adjourn the meeting for a period of time not to exceed 60
calendar days if (a) no quorum is present for the transaction of business or (b)
the Board of Directors determines that adjournment is necessary or appropriate
to enable the stockholders (i) to consider fully information that the Board of
Directors determines has not been made sufficiently or timely available to
stockholders or (ii) otherwise to exercise effectively their voting rights. The
presiding officer in such event shall announce the adjournment and date, time
and place of reconvening and shall cause notice thereof to be posted at the
original place of meeting designated in the notice sent to stockholders; and if
such date is more than ten calendar days after the original date of meeting
designated in the notice sent to stockholders the Clerk or Assistant Clerk (or
other person authorized by these By-laws or by law) shall give notice thereof as
provided in Section 5 of this Article I.

     2. Annual Meeting. The annual meeting of stockholders shall be held on such
date and at such time and place as shall be determined by the Board of Directors
or the Chairman or vice Chairman of the Board, which date, time and place may
subsequently be changed at any time, including during the year in which such
determination occurs, by vote of the Board of Directors. The purposes for which
such annual meeting is to be held, in addition to those prescribed by law, by
the Articles






of Organization or by these By-laws, may be specified by the Board of Directors
or the Chairman or vice Chairman of the Board. If no annual meeting of
stockholders has been held within six months of the end of the fiscal year of
the corporation, a special meeting in lieu thereof may be held or, there may be
action by written consent of the stockholders on matters to be voted on at the
annual meeting of stockholders, and such special meeting or written consent
shall have for the purposes of these By-laws or otherwise all the force and
effect of an annual meeting of stockholders.

     3. Special Meetings. Special meetings of stockholders may be called by the
Chairman or Vice Chairman of the Board or by the Board of Directors at such
date, time and place as they may determine, which date, time and place may
subsequently be changed at any time by vote of the Board of Directors. Such
special meetings shall be called by the Clerk, or in case of the death, absence,
incapacity or refusal of the Clerk, by any other officer, upon written
application of one or more stockholders who hold at least two-thirds in interest
of the capital stock entitled to vote at such meeting. The call for the special
meeting of stockholders may be oral or written and shall state the date, time,
place and purposes of such meeting.

     4. Matters to be Considered at Meetings. Except as provided in Article II
Section 3, at annual and special meetings of stockholders, only such business
shall be conducted, and only such proposals shall be acted upon, as shall have
been properly brought before such meeting (a) by, or at the direction of, a
majority of the Board of Directors or (b) by any holder of record (both as of
the time notice of such proposal is given by the stockholder as set forth below
and as of the record date for the meeting in question) of any shares of the
corporation's stock outstanding and entitled to vote at such meeting who
complies with the procedures set forth in this Section 4. For a proposal to be
properly brought before any such meeting by a stockholder, other than a
stockholder proposal included pursuant to Rule 14a-8 of the Securities Exchange
Act of 1934, as amended, in the proxy statement distributed on behalf of the
Board of Directors, the stockholder must have given timely notice thereof in
writing to the Clerk of the corporation and such stockholder or his
representative must be present in person at such meeting. To be timely, a
stockholder's notice must be delivered to, or mailed and received by, the Clerk
at the principal executive offices of the corporation (a) not less than 75
calendar days nor more than 120 calendar days prior to the anniversary date of
the immediately preceding annual meeting of stockholders or special meeting in
lieu thereof (the "Anniversary Date") or (b) in the case of a special meeting of
stockholders or in the event that the annual meeting of stockholders is called
for a date (including any change in a date determined pursuant to


                                       2



Section 2 or 3 of this Article I) more than 75 calendar days prior to the
Anniversary Date, not later than the close of business on (i) the 20th
calendar-day (or if that day is not a business day for the corporation, on the
next succeeding business day) following the earlier of (1) the date on which
notice of the date of such meeting was mailed to stockholders, or (2) the date
on which the date of such meeting was publicly disclosed, or (ii) if such date
of notice or public disclosure occurs more than 75 calendar days prior to the
scheduled date of such meeting, the 75th calendar day prior to such scheduled
date of such meeting (or if that day is not- a business day for the corporation,
on the next succeeding business day). Such stockholder's notice to the Clerk
shall set forth as to each matter the stockholder proposes to bring before such
meeting (a) a brief description of the proposal desired to be brought before
such meeting and the reasons for conducting such business at such meeting, (b)
the name and address, as they appear on the corporation's stock transfer books,
of the stockholder proposing such business and of the beneficial owners (if any)
of the stock registered in such stockholder's name and the name and address of
other stockholders known by such stockholder to be supporting such proposal, (c)
the class and number of shares of the corporation's capital stock which are
beneficially owned by the stockholder and such beneficial owners (if any) on the
date of such stockholder's notice and by any other stockholders known by such
stockholder to be supporting such proposal on the date of such stockholder's
notice, and (d) any substantial interest, direct or indirect, of the stockholder
in such proposal.

     Notwithstanding anything in these By-laws to the contrary, no business
shall be conducted at a meeting of stockholders except in accordance with the
procedures set forth in this Article I or in Section 3 of Article II; provided,
however, that nothing in this Article I shall be deemed to preclude discussion
of any business brought before such meeting. The presiding officer of any such
meeting may, if the facts warrant, determine and declare to such meeting that
business was not properly brought before such meeting in accordance with .this
Article I, and if such officer should so determine, he or she shall so declare
to such meeting and that business shall be disregarded.

     5. Notice of Meetings. A written notice of the date, time and place of each
meeting of stockholders stating the purposes of such meeting shall be given by
the Clerk or an Assistant Clerk (or other person authorized by these By-laws or
by law) at least seven calendar days before such meeting to each stockholder
entitled to vote thereat and to each stockholder who, by law, by the Articles of
Organization or by these By-laws, is entitled to such notice, by leaving such
notice with him or at his residence or usual place of business,


                                       3




or by mailing it, postage prepaid, and addressed to such stockholder at his
address as it appears in the records of the corporation. A written waiver of
notice, executed before or after a meeting by such stockholder or his attorney
thereunto authorized and filed with the records of the meeting shall be deemed
equivalent to notice of such meeting.

     6. Quorum. The holders of a majority in interest of all stock issued,
outstanding and entitled to vote at a meeting shall constitute a quorum, but if
a quorum is not present, a lesser number may adjourn the meeting from time to
time and such meeting may be held as adjourned without further notice.

     7. Voting and Proxies. Unless otherwise provided by law or by the Articles
of Organization, stockholders shall have one vote for each share of stock
entitled to vote owned by them of record according to the books of the
corporation and a proportionate vote for a fractional share. Stockholders may
vote either in person or by written proxy dated not more than six months before
the meeting of stockholders named therein. Proxies shall be filed with the Clerk
of such meeting, or of any adjournment thereof, before being voted. Except as
otherwise permitted by law or limited therein, proxies shall entitle the persons
authorized thereby to vote at any adjournment of such meeting but shall not be
valid after final adjournment of such meeting. A proxy with respect to stock
held in the name of two or more persons shall be valid if executed by one of
them unless at or prior to exercise of the proxy the corporation receives a
specific written notice to-the contrary from any one of them. A proxy purporting
to be executed by or on behalf of a stockholder shall be deemed valid unless
challenged at or prior to its exercise and the burden of proving invalidity
shall rest on the challenger.

     8. Action at Meeting. When a quorum is present, any matter before a meeting
of stockholders shall be decided by vote of the holders of a majority of the
shares of stock voting on such matter, except where a larger vote is required by
law, by the Articles of Organization or by these By-laws. Any election by
stockholders shall be determined by a plurality of the votes cast, except where
a larger vote is required by law, by the Articles of Organization or by these
By-laws. No ballot shall be required for any election unless requested by a
stockholder entitled to vote in the election. The corporation shall not directly
or indirectly vote any share of its own stock.

     9. Action without Meeting. Any action to be taken at any annual or special
meeting of stockholders may be taken without a meeting if all stockholders
entitled to vote on the matter consent to the action in writing and the written
consents are filed with the records of the meetings of stockholders. Such
consents shall be treated for all purposes as a vote at a meeting.


                                       4






     10. Tabulation of Votes. At any annual or special meeting of stockholders,
the presiding officer shall be authorized to appoint a Teller for such meeting.
The Teller may, but need not, be an officer, employee or agent of the
corporation. The Teller shall be responsible for tabulating or causing to be
tabulated shares voted at the meeting and reviewing or causing to be reviewed
all proxies. In tabulating votes, the Teller shall be entitled to rely in whole
or in part on tabulations and analyses made by personnel of the corporation, its
counsel, its transfer agent, its registrar or such other organizations that are
customarily employed to provide such services. The Teller shall be authorized to
determine the legality and sufficiency of all votes cast and proxies delivered
under the Articles of Organization, under these By-laws and under applicable
law. The presiding officer of the meeting may review all determinations made by
the Teller hereunder, and in doing so such presiding officer shall be entitled
to exercise his sole judgment and discretion and shall not be bound by any
determinations made by the Teller. All determinations by the Teller and, if
applicable, the presiding officer of the meeting shall be subject to further
review by any court of competent jurisdiction.

                                   ARTICLE II

                                    Directors

     1. Powers. The business of the corporation shall be managed by a Board of
Directors who may exercise all the powers of the corporation except as otherwise
provided by law, by the Articles of Organization or by these By-laws. In the
event of a vacancy in the Board of Directors, the remaining Directors, except as
otherwise provided by law, may exercise the powers of the full Board until the
vacancy is filled.

     2. Number, Election, Qualification and Term of Office. The Board of
Directors shall be composed of such number of members (which shall not be less
than three) as shall be fixed by the Board, by vote of a majority of the entire
Board, pursuant to Section 5 of this Article II; provided, however, that no
decrease in the number comprising the Board of Directors made pursuant to this
Section shall shorten the term of any incumbent directors. The Board of
Directors shall be divided into three classes, as nearly equal in number as
possible. The Directors need not be stockholders. At each annual meeting of
stockholders, the successors to the class of directors whose term expires at
that meeting shall be elected to hold office for a term continuing until the
annual meeting of stockholders held in the third year following the year of
their election and until their successors are duly elected and qualified or
until their earlier resignation, death or removal;


                                       5




provided, that in the event of failure to hold such an annual meeting or to hold
such election at such meeting, the election of Directors may be held at any
special meeting of stockholders called for that purpose. Directors, except those
appointed by the Board of Directors to fill vacancies, shall be elected by a
plurality vote of the stockholders, voting by ballot either in person or by
proxy.

     Any Director may resign by delivering a written resignation to the
corporation at its principal office or to the President, Clerk or Secretary,
Such resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.

     3. Director Nominations. Nominations of candidates for election as
Directors at any annual meeting of stockholders or special meeting in lieu
thereof may be made (a) by; or at the direction of, a majority of the Board of
Directors, or (b) by any stockholder of record (both as of the time notice of
such nomination is given by the stockholder as set forth below and as of the
record date for the meeting in question) of any shares of the corporation's
capital stock outstanding and entitled to vote at such meeting who complies with
the procedures set forth in this Section 3. Any stockholder who seeks to make
such a nomination, or his representative, must be present in person at such
meeting. Only persons nominated in accordance with the procedures set forth in
this Section 3 shall be eligible for election as Directors at an annual meeting
or special meeting in lieu thereof of stockholders.

     Nominations, other than those made by, or at the direction of, the Board of
Directors, shall be made pursuant to timely notice in writing to the Clerk of
the corporation as set forth in this Section 3. To be timely, a stockholder's
notice shall be delivered to, or mailed and received by, the Clerk at the
principal executive offices of the corporation (a) not less than 75 calendar
days nor more than 120 calendar days prior to the anniversary date of the
immediately preceding annual meeting of stockholders or special meeting in lieu
thereof (the "Anniversary Date") or (b) in the case of a special meeting of
stockholders or in the event that the annual meeting of stockholders is called
for a date (including any change in a date determined pursuant to Section 2 or 3
of Article 1) more than 75 days prior to the Anniversary Date, not later than
the close of business on (i) the 20th calendar day (or if that day is not a
business day for the corporation, on the next succeeding full business day)
following the earlier of (1) the date on which notice of the date of such
meeting was mailed to stockholders, or (2) the date on which. the date of such
meeting was publicly disclosed, or (ii) if such date of notice or public
disclosure occurs more than 75 calendar days prior to the scheduled date of such
meeting, the 75th calendar day prior



                                       6






to such scheduled date of such meeting (or if that day is not a business day for
the corporation, on the next succeeding business day). Such stockholder's notice
shall set forth (a) as to each person whom the stockholder proposes to nominate
for election or re-election as a Director (i) the name, age, business address
and residence address of such person; (ii) the principal occupation or
employment of such person during the past five years; (iii) the class and number
of shares of the corporation's stock (if any) which are beneficially owned by
such person on the date of such stockholder notice, (iv) a description of any of
the following events that occurred within the last five years that is material
to the evaluation of the ability or integrity of such person: (1) any petition
under Federal bankruptcy laws or any state insolvency laws was filed by or
against such person, (2) such person was convicted in, or named the subject of,
any criminal proceeding (excluding traffic violations and other minor offenses),
(3) such person was found by any court of competent jurisdiction to have
violated any Federal or state securities law or Federal commodities law, which
judgment or finding has not been subsequently reversed, suspended or vacated, or
(4) such person was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated of any court of competent
jurisdiction or any Federal or state governmental or quasi-governmental agency,
authority or commission enjoining him or otherwise limiting him from engaging in
any type of business practice or in any activity in connection with the purchase
or sale of any security or commodity; and (v) the consent of each nominee to
serve as a Director if so elected; and (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the corporation's stock
transfer books, of such stockholder and of the beneficial owners (if any) of the
stock registered in such stockholder's name and the name and address of other
stockholders known by such stockholder to be supporting such nominees; (ii) the
class and number of shares of the corporation's stock which are beneficially
owned by such stockholder and such beneficial owners (if any) on the date of
such stockholder notice and by any other stockholders known by such stockholder
to be supporting such nominees on the date of such stockholder notice; (iii) a
representation that the stockholder or his representative intends to appear in
person at the meeting to nominate the person or persons specified in the notice;
and (iv) a description of all arrangements or understandings between such
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
such stockholder; provided, that nothing in subsection (a) or (b) of this
Section shall require the stockholder giving such notice to provide to the
corporation copies of such stockholder's preliminary or definitive proxy, proxy
statement, or other soliciting material filed with the Securities and Exchange


                                       7



Commission. At the request of the-Board of Directors, any person nominated by,
or at the direction of, the Board of Directors for election as a Director shall
furnish to the Secretary or Clerk of the corporation that information required
to be set forth in a stockholder's notice of nomination which pertains to the
nominee.

     No person shall be elected by the stockholders as a Director unless
nominated in accordance with the procedures set forth in this Section 3.
Election of Directors at an annual meeting of stockholders or special meeting in
lieu thereof need not be by written ballot, unless otherwise provided by the
Board of Directors or presiding officer at such meeting. If written ballots are
to be used, ballots bearing the names of all the persons who have been nominated
for election as Directors at such, meeting in accordance with the procedures set
forth in this Section 3 shall be provided for use at the meeting. The presiding
officer of any such meeting may, if the facts warrant, determine and declare to
such meeting that a nomination was not made in accordance with the procedures
set forth in this Section 3, and, if the presiding officer should so determine,
he or she shall so declare to such meeting and such nomination shall be
disregarded.

     4. Vacancies. The Board of Directors may act notwithstanding a vacancy or
vacancies in its membership. If the office of any Director shall become vacant
by reason of an increase in size of the Board of Directors, or the death,
resignation, disqualification or removal of a Director or otherwise, such
vacancy or vacancies shall be filled solely by the affirmative vote of the
Directors then in office, even though less than a quorum. Any Director elected
in accordance with this Section 4 shall hold office for the remainder of the
full term of the class of Directors in which the vacancy occurred or the new
directorship was created and until his or her successor is chosen and qualified
or until his or her earlier resignation, death or removal.

     5. Size of the Board. The number of members of the Board of Directors shall
be fixed only by the Board of Directors by a vote of the majority of the
Directors then in office.

     6. Removal. Except as otherwise provided by the Articles of Organization, a
Director may be removed from office by vote of majority of the shares of stock
outstanding and entitled to vote in the election of Directors or by vote of a
majority of the entire number of Directors then in office, only for the
following reasons: (i) conviction of a felony; (ii) declaration of unsound mind
by order of court; (iii) gross dereliction of duty; (iv) commission of action
involving moral turpitude; or (v) commission of an action which constitutes
intentional


                                       8



misconduct or a knowing violation of law, if such action in either event results
both in an improper substantial personal benefit to such Director and a material
injury to the corporation.

     A Director may be removed only after reasonable notice and opportunity to
be heard before the body proposing removal.

     7. Meetings. Regular meetings of the Board of Directors may be held without
notice at such time, date and place as the Board of Directors may from time to
time determine. A regular meeting of the Board of Directors may be held without
notice at the same place as the annual meeting of stockholders, or the special
meeting held in lieu thereof, following such meeting of stockholders.

     Special meetings of the Board of Directors may be called, orally or in
writing, by the Chairman or Vice Chairman of the Board designating the time,
date and place thereof.

     8. Notice of Meetings. Notice of the time, date and place of all special
meetings of the Board of Directors shall be given to each Director by the
Secretary, or if there be no Secretary, by the Clerk or Assistant Clerk, or in
case of the death, absence, incapacity or refusal of such persons, by the
officer or one of the Directors calling the meeting. Notice shall be given to
each Director in person or by telephone or by telegram sent to his business or
home address at least twenty-four hours in advance of the meeting, or by written
notice mailed to his business or home address at least forty-eight hours in
advance of the meeting. Notice need not be given to any Director if a written
waiver of notice, executed by him before or after the meeting, is filed with the
records of the meeting, or to any Director who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him. A
notice or waiver of notice of a meeting of the Board of Directors need not
specify the purposes of the meeting.

     9. Quorum. At any meeting of the Board of Directors, a majority of the
Directors then in office shall constitute a quorum. Less than a quorum may
adjourn any meeting from time to time and the meeting may be held as adjourned
without further notice.

     10. Action at Meeting. At any meeting of the Board of Directors at which a
quorum is present, a majority of the Directors present may take any action on
behalf of the Board of Directors, unless a larger number is required by law, by
the Articles of Organization or by these By-laws.


                                       9



     11. Action by Consent. Any action to be taken at any meeting of the Board
of Directors may be taken without a meeting if all the Directors consent to the
action in writing and the written consents are filed with the records of the
meetings of the Board of Directors. Such consents shall be treated for all
purposes as a vote at a meeting of the Board of Directors.

     12. Committees. The Board of Directors, by vote of a majority of the
Directors then in office, may elect from its number an Executive Committee or
other committees and may delegate thereto some or all of its powers except those
which by law, by the Articles of Organization, or by these By-laws may not be
delegated. Except as the Board of Directors may otherwise determine, any such
committee may make rules for the conduct of its business, but unless otherwise
provided by the Board of Directors or in such rules, its business shall be
conducted so far as possible in the same manner as is provided by. these By-laws
for the Board of Directors. All members of such committees shall hold such
offices at the pleasure of the Board of Directors. The Board of Directors may
abolish any such committee at any time. Any committee to which the Board of
Directors delegates any of its powers or duties shall keep records of its
meetings and shall report its action to the Board of Directors. The Board of
Directors shall have power to rescind any action of any committee, but no such
rescission shall have retroactive effect.

                                   ARTICLE III

                                    Officers

     1. Enumeration. The officers of the corporation shall consist of a Chairman
of the Board, a Vice Chairman of the Board, a President, a Treasurer, a Clerk,
and such other officers, including one or more Vice Presidents, Assistant
Treasurers, Assistant Clerks or a Secretary, as the Board of Directors may
determine.

     2. Election. The Chairman of the Board, Vice Chairman of the Board,
President, Treasurer and Clerk shall be elected annually by the Board of
Directors at their first meeting following the annual meeting of stockholders.
other officers may be chosen by the Board of Directors at such meeting or at any
other meeting.

     3. Qualification. The Chairman of the Board and the Vice Chairman of the
Board shall be elected from the Board of Directors, but no other officer need be
a stockholder or Director. Any two or more offices may be held by any person.
The Clerk shall be a resident of Massachusetts unless the


                                       10



corporation has a resident agent appointed for the purpose of service of
process. Any officer may be required by the Board of Directors to give bond for
the faithful performance of his duties in such amount and with such sureties as
the Board of Directors may determine.

     4. Tenure. Except as otherwise provided by law, by the Articles of
Organization or by these By-laws, the Chairman of the Board, Vice Chairman of
the Board, President, Treasurer and Clerk shall hold office until the first
meeting of the Board of Directors following the next annual meeting of
stockholders and until their respective successors are chosen and qualified; and
all other officers shall hold office until the first meeting of the Board of
Directors following the next annual meeting of stockholders and until their
successors are chosen and qualified, or for such shorter term as the Board of
Directors may fix at the time such officers are chosen. Any officer may resign
by delivering his written resignation to the corporation at its principal office
or to the Chairman of the Board, Vice Chairman of the Board, President, Clerk or
secretary, and such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

     5. Removal. The Board of Directors may remove any officer with or without
cause by a vote of a majority of the entire number of Directors then in office;
provided, that an officer may be removed for cause only after reasonable notice
and opportunity to be heard by the Board of Directors.

     6. Vacancies. Any vacancy in any office may be filled for the unexpired
portion of the term by the Board of Directors.

     7. Chairman of the Board, Vice Chairman of the Board, President and Vice
Presidents. Except as otherwise determined by the Board of Directors, the
Chairman of the Board shall he the chief executive officer of the corporation
and shall, subject to the direction of the Board of Directors, have general
supervision and control of its business. Unless otherwise provided by the Board
of Directors he shall preside, when present, at all meetings of stockholders and
of the Board of Directors.

     The Vice Chairman of the Board, President, and any vice President shall
have such powers and shall perform such duties as the Board of Directors may
from time to time designate.

     8. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the
direction of the Board of Directors, have general charge of the financial
affairs of the corporation and shall cause to be kept accurate books of account.
He shall


                                       11



have custody of all funds, securities, and valuable documents of the
corporation, except as the Board of Directors may otherwise provide.

     Any Assistant Treasurer shall have such powers and perform such duties as
the Board of Directors may from time to time designate.

     9. Clerk and Assistant Clerks. The Clerk shall keep a record of the
meetings of stockholders. In case a Secretary is not elected or is absent, the
Clerk or an Assistant Clerk shall keep a record of the meetings of the Board of
Directors. In the absence of the Clerk from any meeting of stockholders, an
Assistant Clerk if one be elected, otherwise a Temporary Clerk designated by the
person presiding at the meeting, shall perform the duties of the Clerk.

     10. Secretary. The Secretary, if one be elected, shall keep a record of the
meetings of the Board of Directors. In the absence of the Secretary, the Clerk
and any Assistant Clerk, a Temporary Secretary shall be designated by the person
presiding at such meeting to perform the duties of the Secretary.

     11. Other Powers and Duties. Subject to these By-laws, each officer of the
corporation shall have in addition to the duties and powers specifically set
forth in these By-laws, such duties and powers as are customarily incident to
his office, and such duties and powers as may be designated from time to time by
the Board of Directors.

                                   ARTICLE IV

                                  Capital Stock

     1. Certificates of Stock. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation in such form as may from
time to time be prescribed by the Board of Directors. Such certificate shall be
signed by the President or a Vice President and by the Treasurer or an Assistant
Treasurer. Such signatures may be facsimile if the certificate is signed by a
transfer agent, or by a registrar, other than a Director, officer or employee of
the corporation. In case any officer who has signed or whose facsimile signature
has been placed on such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer at the time of its issue. Every certificate
for shares of stock which are subject to any restriction on


                                       12




transfer and every certificate issued when the corporation is authorized to
issue more than one class or series of stock shall contain such legend with
respect thereto as is required by law.

     2. Transfers. Subject to any restrictions on transfer, shares of stock may
be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate therefor properly endorsed
or accompanied by a written assignment and power of attorney properly executed,
with transfer stamps (if necessary) affixed, and with such proof of the
authenticity of signature as the corporation or its transfer agent may
reasonably require.

     3. Record Holders. Except as may be otherwise required by law, by the
Articles of organization or by these By-laws, the corporation shall be entitled
to treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to vote
with respect thereto, regardless of any transfer, pledge or other disposition of
such stock, until the shares have been transferred on the books of the
corporation in accordance with the requirements of these By-laws.

     It shall be the duty of each stockholder to notify the corporation of his
post office address.

     4. Record Date. The Board of Directors may fix in advance a time of not
more than sixty calendar days preceding the date of any meeting of stockholders,
or the date for the payment of any dividend or the making of any distribution to
stockholders, or the last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for determining
the stockholders having the right to notice of and to vote at such meeting, and
any adjournment thereof, or the right to receive such dividend or distribution
or the right to give such consent or dissent. In such case only stockholders of
record on such record date shall have such right, notwithstanding any transfer
of stock on the books of the corporation after the record date. Without fixing
such record date the Board of Directors may for any of such purposes close the
transfer books for all or any part of such period.

     If no record date is fixed and the transfer books are not closed, (a) the
record date for determining stockholders having the right to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, and (b) the record date for
determining stockholders for any other purpose shall be at the


                                       13



close of business on the day on which the Board of Directors acts with respect
thereto.

     5. Replacement of Certificates. In case of the alleged loss, destruction or
mutilation of a certificate of stock, a duplicate certificate may be issued in
place thereof, upon such terms as the Board of Directors may prescribe.

     6. Issuance of Capital Stock. The Board of Directors shall have the
authority to issue or reserve for issue from time to time the whole or any part
of the capital stock of the corporation which may be authorized from time to
time, to such persons or organizations, for such consideration, whether cash,
property, services or expenses, and on such terms as the Board of Directors may
determine, including without limitation the granting of options, warrants, or
conversion or other rights to subscribe to said capital stock.

     7. Redemption of Control Acquisition Shares. Pursuant to Section 6 of
Chapter 110D of the Massachusetts General Laws, the Corporation, at its option
but without the agreement of a person who has made a "control share acquisition"
of the Corporation (as defined in said Chapter), may redeem all but not less
than all shares of the Corporation acquired in such control share acquisition.

                                    ARTICLE V

                            Miscellaneous Provisions

     1. Fiscal Year. Except as otherwise determined by the Board of Directors,
the fiscal year of the corporation shall be the twelve months ending the last
Saturday in August.

     2. Seal. The Board of Directors shall have power to adopt and alter the
seal of the corporation.

     3. Execution of Instruments. All deeds, leases, transfers, contracts,
bonds, notes and other obligations to be entered into by the corporation in the
ordinary course of its business without Director action, may be executed on
behalf of the corporation by the President or the Treasurer.

     4. Voting of Securities. Unless otherwise provided by the Board of
Directors, the President or Treasurer may waive notice of and act on behalf of
this corporation, or appoint another person or persons to act as proxy or
attorney in fact for this corporation with or without discretionary power and/or
power of substitution, at any meeting of stockholders or


                                       14



shareholders of any other corporation or organization, any of whose securities
are held by this corporation.

     5. Resident Agent. The Board of Directors may appoint a resident agent upon
whom legal process may be served in any action or proceeding against the
corporation. Said resident agent shall be either an individual who is a resident
of and has a business address in Massachusetts, a corporation organized under
the laws of Massachusetts, or a corporation organized under the laws of any
other state of the United States, which has qualified to do business in, and has
an office in, Massachusetts.

     6. Corporate Records. The original, or attested copies, of the Articles of
Organization, By-laws and records of all meetings of the incorporators and
stockholders, and the stock and transfer records, which shall contain the names
of all stockholders and the record address and the amount of stock held by each,
shall be kept in Massachusetts at the principal office of the corporation, or at
an office of its transfer agent, Clerk or resident agent, and shall be open at
all reasonable times to the inspection of any stockholder for any proper
purpose, but not to secure a list of stockholders for the purpose of selling
said list or copies thereof or of using the same for a purpose other than in the
interest of the applicant, as a stockholder, relative to the affairs of the
corporation.

     7. Articles Of Organization. All references in these By-laws to the
Articles of Organization shall be deemed to refer to the Restated Articles of
organization of the corporation, as restated or amended and in effect from time
to time.

     8. Amendments. The power to make, amend or repeal By-laws shall be in the
stockholders, provided, however, that the Directors may make, amend or repeal
the By-laws (other than this Section 8) in whole or in part, except with respect
to any provisions thereof which by law, the Articles of Organization or these
By-laws requires action by the stockholders. Not later than the time of giving
notice of the meeting of stockholders next following the making, amending or
repealing by the Directors of any By-law, notice thereof stating the substance
of such change shall be given to all stockholders entitled to vote on amending
the By-laws. Any amendment or repeal of these By-laws by the Directors and any
By-law adopted by the Directors may be amended or repealed by the stockholders.


                                       15

                                                                               .
                                                                               .
                                                                               .

                                                                                                       
                                                                                COMMON STOCK
                                                                                $.10 PAR VALUE

- --------------------                                                                                            --------------------
      Number                                     U1st [GRAPHIC & PICTURE OF PEOPLE]                                    Shares
    FBU
- --------------------                                                                                            --------------------
                                                                                THIS CERTIFICATE IS TRANSFERABLE
                                                                                    IN BOSTON, NEW YORK CITY,
                                                                                     CHICAGO OR LOS ANGELES

                        INCORPORATED UNDER                                              CUSIP
                        THE LAWS OF THE
                        COMMONWEALTH
                        OF MASSACHUSETTS

                                                         UniFirst Corporation

                        ---------------------------------------------------------------------------------------
                        This Certifies that



                        is the owner of
                        ---------------------------------------------------------------------------------------

                                                         [CERTIFICATE OF STOCK]

                                        FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF

                        UniFirst Corporation transferable, so as to affect the rights of the Company, only by
                        transfer recorded on the books of the Company, in person or by duly authorized
                        attorney, and upon surrender of this certificate properly endorsed or assigned. This
                        certificate and the shares represented hereby are received and held subject to the
                        laws of The Commonwealth of Massachusetts, and to the Restated Articles of Organization
                        and the By-Laws of the Company, all as from time to time amended, and the owner of this
                        certificate by accepting the same expressly assents thereto. This certificate is not
                        valid until countersigned and registered by the Transfer Agent and Registrar.

                           Witness the facsimile seal of the Company and the facsimile signatures of its duly
                        authorized officers.

                        DATED:

                      -------------------------------------------                                               --------------------
                      COUNTERSIGNED AND REGISTERED                                                              UNIFIRST CORPORATION
                           EquiServe Trust Company, N.A.

                                            TRANSFER AGENT                                                              1950
                                             AND REGISTRAR       /s/ Cynthia C. Brown     /s/ Aldo Croatti
   American Bank      BY                                                                                           MASSACHUSETTS
   Note Company                         AUTHORIZED OFFICER              TREASURER             PRESIDENT         --------------------
- --------------------  -------------------------------------------





                              UNIFIRST CORPORATION

     The Company is authorized to issued Preferred Stock and Common Stock. The
Preferred Stock may be divided into and issued in one or more series, having
such preferences, voting powers, qualifications and special and relative rights
as may be established by the Board of Directors from time to time. A copy of
the Company's Restated Articles of Organization setting forth the full text of
the preferences, voting powers, qualifications and special and relative rights
of the shares of each class (and of each series, if any) of capital stock will
be furnished by the Company to the holder of this certificate upon written
request and without charge.


     For value received, __________ hereby sell, assign and transfer unto

- --------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------

- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------

                                                                          Shares
- --------------------------------------------------------------------------
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
                                  ----------------------------------------------

- --------------------------------------------------------------------------------
Attorney to transfer the said stock on the books of the within-named Company
with full power of substitution in the premises.

Dated, __________________




                                    --------------------------------------------


NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.