Page 21
                                     Exhibit 10(iii)A(a)(ii)
                              

                              

                       FIRST AMENDMENT

                              

     THIS FIRST AMENDMENT is made and entered into effective
the 30th day of March, 1995, by and among Wachovia Bank of
Georgia, N.A. ("Wachovia"), National Service Industries,
Inc. ("NSI"), and D. Raymond Riddle ("Riddle");


           W * I * T * N * E * S * S * E * T * H:
                              
                              
     WHEREAS, Wachovia, NSI, and Riddle are parties to an
Agreement dated January 4, 1993 (the "Agreement") concerning
the parties' obligations with respect to certain splitdollar
life insurance policies owned by Riddle;

     WHEREAS, Riddle will retire from his employment with
NSI upon the election of his successor, which is expected to
be on or before August 31, 1995, and Riddle's retirement
will occur prior to his 65th birthday;

     WHEREAS, Wachovia, NSI, and Riddle have mutually agreed
that Riddle's retirement from NSI will not determine the
Extended Termination Date set forth in the Agreement and
that the definition of Extended Termination Date should be
amended to exclude any reference to Riddle's retirement from
NSI and to refer only to the earlier of Riddle's death or
the date Riddle attains the age of 65;

     NOW THEREFORE, the parties hereto hereby agree to amend
the Agreement as follows:

     1.   The term "Extended Termination Date" as used in
the agreement is hereby amended to exclude any reference to
Riddle's retirement from NSI and to mean only the earlier of
(a) Riddle's death or (b) the date Riddle attains the age of
65.  NSI's and Riddle's payment obligations pursuant to the
Agreement, and NSI's and Wachovia's right to receive
payments from Riddle pursuant to the Agreement, will extend
until the Extended Termination Date, as amended.

     2.   Except as specifically agreed to and amended
herein, the Agreement shall remain in full force and effect.


    

Page 22
                                     Exhibit 10(iii)A(a)(ii)

    IN WITNESS WHEREOF, the parties hereto have executed
this First Amendment as of the date first above written.


ATTEST:                      WACHOVIA BANK OF GEORGIA, N.A.

/s/ Michael E. Ray           By: /s/ G. Joseph Prendergast
      Secretary              Title:  Chairman
                             
[CORPORATE SEAL]

ATTEST:                      NATIONAL SERVICE INDUSTRIES, INC.
/S/ Kenyon W. Murphy         By:/S/ Don W. Hubble
      Secretary                Don W.Hubble,President


[CORPORATE SEAL]

WITNESS:

/S/ David Levy               /S/ D. Raymond Riddle
                             D. RAYMOND RIDDLE






STATE OF GEORGIA
COUNTY OF FULTON

  I, the undersigned, a Notary Public in and for the
above state and county, do hereby certify that
MICHAEL E. RAY personally appeared before me this date 
and acknowledged that he is the Secretary of Wachovia 
Bank of Georgia, N.A., a national banking association, 
that the statements set forth in the foregoing instrument 
are true and correct, and that he signed the same as his
free and voluntary act and as the free and voluntary act of
said corporation for the uses and

    
 
                                    Page 23 Exhibit
                                     10(iii)A(a)(ii)
                                     
purposes therein set forth.

    Subscribed and sworn to before me this ________
day of ______________, 1995.

                              /s/ Karen D. Bartley
                              Notary Public
[SEAL]
                              My commission expires:
                              February 23, 1996     

STATE OF GEORGIA
COUNTY OF FULTON

 I, the undersigned, a Notary Public in and for the
above state and county, do hereby certify that KENYON
W. MURPHY personally appeared before me this date and
acknowledged that he is the Secretary of National
Service Industries, Inc., a corporation organized
under the laws of the State of Delaware, that the
statements set forth in the foregoing instrument are
true and correct, and that he signed the same as his
free and voluntary act and as the free and voluntary
act of said corporation for the uses and purposes
therein set forth.

Subscribed and sworn to before me this 30th day of
March, 1995.

                              /S/ Carol Sowell
                              Notary Public
[SEAL]
                              My commission expires:
                              January 4, 1997
                              
STATE OF GEORGIA
COUNTY OF FULTON


     I,the undersigned, a Notary Public in and for
the above state and county, do hereby certify that
D. RAYMOND RIDDLE personally appeared before me
this date and acknowledged that the statements set
forth in the foregoing instrument are true and
correct, and that he signed the same as his free
and voluntary act for the uses and purposes
therein set forth.
Subscribed and sworn to before me this 30th day of
March, 1995.



                              /S/ Marion Jewett
                              Notary Public
[SEAL]
                              My commission expires:
                              February 16, 1999