<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              MAC-GRAY CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                    DELAWARE
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)


                                   04-3361982
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)


           22 WATER STREET, CAMBRIDGE, MASSACHUSETTS          02141
--------------------------------------------------------------------------------
           (Address of Principal Executive Offices)         (Zip Code)


             MAC-GRAY CORPORATION 2001 EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)


                           STEWART GRAY MACDONALD, JR.
           CHAIRMAN AND CHIEF EXECUTIVE OFFICER, MAC-GRAY CORPORATION
                 22 WATER STREET, CAMBRIDGE, MASSACHUSETTS 02141
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)


                                 (617) 492-4040
--------------------------------------------------------------------------------
           Telephone Number, Including Area Code, of Agent For Service


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 ---------------------------------------------------------------------------------------------------------------
  Title Of Securities    Amount To Be        Proposed Maximum        Proposed Maximum         Amount of
   To Be Registered      Registered(1)      Offering Price Per      Aggregate Offering     Registration Fee
                                                  Share                   Price
 ---------------------------------------------------------------------------------------------------------------
   <S>                   <C>                    <C>                       <C>                   <C>
   COMMON STOCK, PAR     200,000 SHARES(2)      $2.9325(3)                $586,500              $146.63
   VALUE $0.01 PER
   SHARE
----------------------------------------------------------------------------------------------------------------
</TABLE>

------------
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this Registration Statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the Mac-Gray
         Corporation 2001 Employee Stock Purchase Plan (the "Plan").

(2)      Plus such additional number of shares of Common Stock as may be
         required pursuant to the Plan in the event of a subdivision of
         outstanding shares of Common Stock, the payment of a dividend in Common
         Stock, or any other change affecting the Common Stock that the Plan
         administrator equitably deems to require an adjustment to the number of
         shares of Common Stock approved for the Plan.

(3)      The offering price pursuant to the Plan is 85% of the fair market
         value of the shares on the Offering Date or the Exercise Date (each
         as defined in the Plan), whichever is less. Accordingly, this
         estimate is based on 85% of the average of the high and low sales
         prices of the Common Stock on the New York Stock Exchange on
         June 11, 2001 pursuant to Rules 457(c) and (h) under the Securities
         Act of 1933, as amended, solely for purposes of determining the
         registration fee.

<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  PLAN INFORMATION.*

Item 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Mac-Gray Corporation (the "Registrant") hereby incorporates by
         reference the following documents which have previously been filed with
         the Securities and Exchange Commission (the "Commission"):

         (a)      the Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2000, filed with the Commission
                  pursuant to the Securities Exchange Act of 1934, as amended
                  (the "Exchange Act");

         (b)      all other reports filed with the Commission by the Registrant
                  pursuant to Section 13(a) or 15(d) of the Exchange Act since
                  December 31, 2000; and

         (c)      the description of the Registrant's common stock, par value
                  $.01 per share ("Common Stock") contained in the Registrant's
                  Registration Statement on Form 8-A dated October 14, 1997
                  filed with the Commission pursuant to Section 12 of the
                  Exchange Act.

         In addition, all documents subsequently filed with the Commission by
         the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
         Exchange Act, prior to the filing of a post-effective amendment hereto
         which indicates that all securities offered hereunder have been sold or
         which deregisters all securities then remaining unsold, shall be deemed
         to be incorporated by reference in this Registration Statement and to
         be a part hereof from the date of filing of such documents. Any
         statement contained in a document incorporated by reference herein
         shall be deemed to be modified or superseded for purposes hereof to the
         extent that a statement contained herein or in any subsequently filed
         document which also is incorporated by reference herein modifies or
         supersedes such statement. Any statement so modified or superseded
         shall not be deemed, except as so modified or superseded, to constitute
         a part of this Registration Statement.

----------
*        Information required by Part I to be contained in Section 10(a)
         Prospectuses is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933, as amended, and the
         Introductory Note to Part I of Form S-8.


<PAGE>


Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  In accordance with Section 102(b)(7) of the General
         Corporation Law of the State of Delaware (the "DGCL"), Article VII of
         the Registrant's Amended and Restated Certificate of Incorporation (the
         "Certificate") provides that no director of the Registrant shall be
         personally liable to the Registrant or its stockholders for monetary
         damages for breach of fiduciary duty as a director, except for
         liability (i) for any breach of the director's duty of loyalty to the
         Registrant or its stockholders, (ii) for acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of
         law, (iii) in respect of certain unlawful payments of dividends or
         unlawful stock purchases or redemptions, or (iv) for any transaction
         from which the director derived an improper personal benefit. In
         addition, the Certificate provides that if the DGCL is amended to
         authorize the further elimination or limitation of the personal
         liability of directors, then the liability of a director of the
         Registrant shall be eliminated or limited to the fullest extent
         permitted by the DGCL, as so amended.

                  In accordance with Section 145 of the DGCL, Article V of the
         Registrant's By-laws (the "By-laws") provides that directors and
         officers of the Registrant shall be, and in the discretion of the Board
         of Directors non-officer employees may be, indemnified by the
         Registrant to the fullest extent authorized by the DGCL, as it now
         exists or may in the future be amended, against all expenses and
         liabilities reasonably incurred in connection with service for or on
         behalf of the Registrant, and further permits the advancing of expenses
         incurred in defense of claims. The By-laws also provide that the right
         of directors and officers to indemnification shall be a contractual
         right and shall not be exclusive of any other right now possessed or
         hereafter acquired under any by-law, agreement, vote of stockholders or
         otherwise.

                  The Registrant also provides directors' and officers'
         liability insurance coverage.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.  EXHIBITS.

         The following is a complete list of exhibits filed or incorporated by
         reference as part of this Registration Statement.

<PAGE>


         EXHIBITS

         5.1      Opinion of Goodwin Procter LLP as to the legality of the
                  securities being registered.
         23.1     Consent of Goodwin Procter LLP (included in Exhibit 5.1
                  hereto).
         23.2     Consent of PricewaterhouseCoopers LLP.
         24.1     Powers of Attorney (included in the signature page of this
                  Registration Statement).

Item 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933, as amended (the "Securities Act");

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    Registration Statement; and

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

                           PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) herein do not apply if the information
                           required to be included in a post-effective amendment
                           by those paragraphs is contained in periodic reports
                           filed by the Registrant pursuant to Section 13 or
                           Section 15(d) of the Exchange Act that are
                           incorporated by reference in the Registration
                           Statement;

<PAGE>


                  (2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial BONA FIDE offering
                           thereof; and

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the Registrant's annual report pursuant to
                  Section 13(a) or 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial BONA
                  FIDE offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  Registrant of expenses incurred or paid by a director, officer
                  or controlling person of the Registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Cambridge, The Commonwealth of Massachusetts, on this 13th day of June, 2001.

                                   Mac-Gray Corporation

                                   By: /s/ Stewart Gray MacDonald, Jr.
                                       ------------------------------------
                                       Stewart Gray MacDonald, Jr.
                                       Chairman and Chief Executive Officer
                                       (Principal Executive Officer)


<PAGE>


KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors
and employees of the Registrant hereby severally constitute Stewart G.
MacDonald, Jr. and Michael J. Shea, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and or directors and or employees to enable the Registrant to comply with the
provisions of the Securities Act and all requirements of the Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the date
indicated.

<TABLE>
<S>                                        <C>                                                     <C>
/s/ Stewart Gray MacDonald, Jr.            Chairman, Chief Executive Officer and Director          June 13, 2001
-------------------------------            (Principal Executive Officer)
Stewart Gray MacDonald, Jr.


/s/ Thomas E. Bullock                      Director                                                June 13, 2001
-------------------------------
Thomas E. Bullock


/s/ William M. Crozier, Jr.                Director                                                June 13, 2001
-------------------------------
William M. Crozier, Jr.


/s/ Eugene B. Doggett                      Director                                                June 13, 2001
--------------------------------
Eugene B. Doggett


/s/ John P. Leydon                         Director                                                June 13, 2001
--------------------------------
John P. Leydon


/s/ Jerry A. Schiller                      Director                                                June 13, 2001
---------------------------------
Jerry A. Schiller


/s/ Michael J. Shea                        Executive Vice President, Chief Financial Officer,      June 13, 2001
---------------------------------          Treasurer and Secretary (Principal Financial and
Michael J. Shea                            Accounting Officer)
</TABLE>


<PAGE>


Pursuant to the requirements of the Securities Act, the trustees (or other
persons who will administer the Mac-Gray Corporation 2001 Employee Stock
Purchase Plan) have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Cambridge,
The Commonwealth of Massachusetts, on this 13th day of June, 2001.


                                  Mac-Gray Corporation, as administrator of the
                                  Mac-Gray Corporation 2001 Employee Stock
                                  Purchase Plan

                                  By: /s/ Stewart Gray MacDonald, Jr.
                                      -----------------------------------------
                                      Stewart Gray MacDonald, Jr.
                                      Chairman and Chief Executive Officer


<PAGE>


                                  EXHIBIT INDEX

     EXHIBIT NO.  DESCRIPTION

         5.1      Opinion of Goodwin Procter LLP as to the legality of the
                  securities being registered.

         23.1     Consent of Goodwin Procter LLP (included in Exhibit 5.1
                  hereto).

         23.2     Consent of PricewaterhouseCoopers LLP.

         24.1     Powers of Attorney (included on the signature page of this
                  Registration Statement).
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{"company-data": {"conformed-name": "MAC-GRAY CORP", "cik": "0001038280", "assigned-sic": "7200", "irs-number": "043361982", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62936", "film-number": "1660229"}, "business-address": {"street1": "22 WATER ST", "city": "CAMBRIDGE", "state": "MA", "zip": "02141", "phone": "6174924040"}, "mail-address": {"street1": "22 WATER STREET", "city": "CAMBRIDGE", "state": "MA", "zip": "02141"}, "former-company": {"former-conformed-name": "MAC GRAY INC", "date-changed": "19970424"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              MAC-GRAY CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-3361982
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

           22 WATER STREET, CAMBRIDGE, MASSACHUSETTS          02141
--------------------------------------------------------------------------------
           (Address of Principal Executive Offices)         (Zip Code)

             MAC-GRAY CORPORATION 2001 EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                           STEWART GRAY MACDONALD, JR.
           CHAIRMAN AND CHIEF EXECUTIVE OFFICER, MAC-GRAY CORPORATION
                 22 WATER STREET, CAMBRIDGE, MASSACHUSETTS 02141
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (617) 492-4040
--------------------------------------------------------------------------------
           Telephone Number, Including Area Code, of Agent For Service

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
  Title Of Securities    Amount To Be        Proposed Maximum        Proposed Maximum         Amount of
   To Be Registered      Registered(1)      Offering Price Per      Aggregate Offering     Registration Fee
                                                  Share                   Price
 ---------------------------------------------------------------------------------------------------------------
COMMON STOCK, PAR     200,000 SHARES(2)      $2.9325(3)                $586,500              $146.63
   VALUE $0.01 PER
   SHARE
----------------------------------------------------------------------------------------------------------------
------------
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this Registration Statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the Mac-Gray
         Corporation 2001 Employee Stock Purchase Plan (the "Plan").

(2)      Plus such additional number of shares of Common Stock as may be
         required pursuant to the Plan in the event of a subdivision of
         outstanding shares of Common Stock, the payment of a dividend in Common
         Stock, or any other change affecting the Common Stock that the Plan
         administrator equitably deems to require an adjustment to the number of
         shares of Common Stock approved for the Plan.

(3)      The offering price pursuant to the Plan is 85% of the fair market
         value of the shares on the Offering Date or the Exercise Date (each
         as defined in the Plan), whichever is less. Accordingly, this
         estimate is based on 85% of the average of the high and low sales
         prices of the Common Stock on the New York Stock Exchange on
         June 11, 2001 pursuant to Rules 457(c) and (h) under the Securities
         Act of 1933, as amended, solely for purposes of determining the
         registration fee.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  PLAN INFORMATION.*

Item 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Mac-Gray Corporation (the "Registrant") hereby incorporates by
         reference the following documents which have previously been filed with
         the Securities and Exchange Commission (the "Commission"):

         (a)      the Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2000, filed with the Commission
                  pursuant to the Securities Exchange Act of 1934, as amended
                  (the "Exchange Act");

         (b)      all other reports filed with the Commission by the Registrant
                  pursuant to Section 13(a) or 15(d) of the Exchange Act since
                  December 31, 2000; and

         (c)      the description of the Registrant's common stock, par value
                  $.01 per share ("Common Stock") contained in the Registrant's
                  Registration Statement on Form 8-A dated October 14, 1997
                  filed with the Commission pursuant to Section 12 of the
                  Exchange Act.

         In addition, all documents subsequently filed with the Commission by
         the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
         Exchange Act, prior to the filing of a post-effective amendment hereto
         which indicates that all securities offered hereunder have been sold or
         which deregisters all securities then remaining unsold, shall be deemed
         to be incorporated by reference in this Registration Statement and to
         be a part hereof from the date of filing of such documents. Any
         statement contained in a document incorporated by reference herein
         shall be deemed to be modified or superseded for purposes hereof to the
         extent that a statement contained herein or in any subsequently filed
         document which also is incorporated by reference herein modifies or
         supersedes such statement. Any statement so modified or superseded
         shall not be deemed, except as so modified or superseded, to constitute
         a part of this Registration Statement.

----------
*        Information required by Part I to be contained in Section 10(a)
         Prospectuses is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933, as amended, and the
         Introductory Note to Part I of Form S-8.
Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  In accordance with Section 102(b)(7) of the General
         Corporation Law of the State of Delaware (the "DGCL"), Article VII of
         the Registrant's Amended and Restated Certificate of Incorporation (the
         "Certificate") provides that no director of the Registrant shall be
         personally liable to the Registrant or its stockholders for monetary
         damages for breach of fiduciary duty as a director, except for
         liability (i) for any breach of the director's duty of loyalty to the
         Registrant or its stockholders, (ii) for acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of
         law, (iii) in respect of certain unlawful payments of dividends or
         unlawful stock purchases or redemptions, or (iv) for any transaction
         from which the director derived an improper personal benefit. In
         addition, the Certificate provides that if the DGCL is amended to
         authorize the further elimination or limitation of the personal
         liability of directors, then the liability of a director of the
         Registrant shall be eliminated or limited to the fullest extent
         permitted by the DGCL, as so amended.

                  In accordance with Section 145 of the DGCL, Article V of the
         Registrant's By-laws (the "By-laws") provides that directors and
         officers of the Registrant shall be, and in the discretion of the Board
         of Directors non-officer employees may be, indemnified by the
         Registrant to the fullest extent authorized by the DGCL, as it now
         exists or may in the future be amended, against all expenses and
         liabilities reasonably incurred in connection with service for or on
         behalf of the Registrant, and further permits the advancing of expenses
         incurred in defense of claims. The By-laws also provide that the right
         of directors and officers to indemnification shall be a contractual
         right and shall not be exclusive of any other right now possessed or
         hereafter acquired under any by-law, agreement, vote of stockholders or
         otherwise.

                  The Registrant also provides directors' and officers'
         liability insurance coverage.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.  EXHIBITS.

         The following is a complete list of exhibits filed or incorporated by
         reference as part of this Registration Statement.
EXHIBITS

         5.1      Opinion of Goodwin Procter LLP as to the legality of the
                  securities being registered.
         23.1     Consent of Goodwin Procter LLP (included in Exhibit 5.1
                  hereto).
         23.2     Consent of PricewaterhouseCoopers LLP.
         24.1     Powers of Attorney (included in the signature page of this
                  Registration Statement).

Item 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933, as amended (the "Securities Act");

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    Registration Statement; and

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

                           PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) herein do not apply if the information
                           required to be included in a post-effective amendment
                           by those paragraphs is contained in periodic reports
                           filed by the Registrant pursuant to Section 13 or
                           Section 15(d) of the Exchange Act that are
                           incorporated by reference in the Registration
                           Statement;
(2)      That, for the purpose of determining any liability
                           under the Securities Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered therein,
                           and the offering of such securities at that time
                           shall be deemed to be the initial BONA FIDE offering
                           thereof; and

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the Registrant's annual report pursuant to
                  Section 13(a) or 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to Section 15(d) of the Exchange Act) that is
                  incorporated by reference in the Registration Statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial BONA
                  FIDE offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  Registrant of expenses incurred or paid by a director, officer
                  or controlling person of the Registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Cambridge, The Commonwealth of Massachusetts, on this 13th day of June, 2001.

                                   Mac-Gray Corporation

                                   By: /s/ Stewart Gray MacDonald, Jr.
                                       ------------------------------------
                                       Stewart Gray MacDonald, Jr.
                                       Chairman and Chief Executive Officer
                                       (Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors
and employees of the Registrant hereby severally constitute Stewart G.
MacDonald, Jr. and Michael J. Shea, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and or directors and or employees to enable the Registrant to comply with the
provisions of the Securities Act and all requirements of the Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the date
indicated.
/s/ Stewart Gray MacDonald, Jr.            Chairman, Chief Executive Officer and Director          June 13, 2001
-------------------------------            (Principal Executive Officer)
Stewart Gray MacDonald, Jr.

/s/ Thomas E. Bullock                      Director                                                June 13, 2001
-------------------------------
Thomas E. Bullock

/s/ William M. Crozier, Jr.                Director                                                June 13, 2001
-------------------------------
William M. Crozier, Jr.

/s/ Eugene B. Doggett                      Director                                                June 13, 2001
--------------------------------
Eugene B. Doggett

/s/ John P. Leydon                         Director                                                June 13, 2001
--------------------------------
John P. Leydon

/s/ Jerry A. Schiller                      Director                                                June 13, 2001
---------------------------------
Jerry A. Schiller

/s/ Michael J. Shea                        Executive Vice President, Chief Financial Officer,      June 13, 2001
---------------------------------          Treasurer and Secretary (Principal Financial and
Michael J. Shea                            Accounting Officer)
Pursuant to the requirements of the Securities Act, the trustees (or other
persons who will administer the Mac-Gray Corporation 2001 Employee Stock
Purchase Plan) have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Cambridge,
The Commonwealth of Massachusetts, on this 13th day of June, 2001.

                                  Mac-Gray Corporation, as administrator of the
                                  Mac-Gray Corporation 2001 Employee Stock
                                  Purchase Plan

                                  By: /s/ Stewart Gray MacDonald, Jr.
                                      -----------------------------------------
                                      Stewart Gray MacDonald, Jr.
                                      Chairman and Chief Executive Officer
EXHIBIT INDEX

     EXHIBIT NO.  DESCRIPTION

         5.1      Opinion of Goodwin Procter LLP as to the legality of the
                  securities being registered.

         23.1     Consent of Goodwin Procter LLP (included in Exhibit 5.1
                  hereto).

         23.2     Consent of PricewaterhouseCoopers LLP.

         24.1     Powers of Attorney (included on the signature page of this
                  Registration Statement).