On June 15, 2009, the Company filed an Amended and Restated Certificate of Designations which classifies and designates the Series A Junior Participating Cumulative Preferred Stock (the "Certificate of Designations") in connection with entering into the Shareholder Rights Agreement, dated June 8, 2009, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the "Rights Agreement"). The Rights Agreement was previously filed as an exhibit to the Company's Registration Statement on Form 8-A, which was filed with the Securities and Exchange Commission on June 10, 2009 and which is incorporated herein by reference.

A copy of the Certificate of Designations has been filed as an exhibit to the Company's Registration Statement on Form 8-A/A, which was filed with the Securities and Exchange Commission on June 18, 2009, and which is incorporated herein by reference.

(d) Exhibits.

3.1              Amended and Restated Certificate of Designations, Preferences
                 and Rights of a Series of Preferred Stock of Mac-Gray
                 Corporation classifying and designating the Series A Junior
                 Participating Cumulative Preferred Stock, filed as an exhibit to
                 the Company's Registration Statement on Form 8-A/A on June 18,
                 2009 and incorporated herein by reference.