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                                                             Exhibit 10(iii)A(d)
              

                                           February 1, 1996



James S. Balloun
Chairman of the Board
and Chief Executive Officer
National Service Industries, Inc.
1420 Peachtree Street, N.E.
Atlanta, Georgia   30309-3002


Dear Jim:

     The Board of Directors (the "Board") of National Service  Industries,  Inc.
(the  "Company")  believes  that the threat or occurrence of a Change in Control
(as defined in the Appendix) of the Company may cause you undue concern for your
financial  security and  distract  your  attention  from the  operations  of our
businesses, which would be detrimental to the Company and its shareholders.

     In recognition of these concerns, the Board has determined that in order to
provide you with some measure of security in the event of a Change in Control of
the Company, it has authorized the Company to agree as follows:

     The term of this letter  agreement shall commence as of the date hereof and
shall continue in effect until your sixty-fifth (65th) birthday.

     For any fiscal  year  during  which you are in the employ of the Company on
the date of occurrence of a Change in Control, you shall be guaranteed an annual
bonus for that fiscal year (the  "Change in Control  Year") in an amount no less
than the annual  bonus  that was paid or  payable  to you for the most  recently
ended fiscal year prior to a Change in Control (the  "Bonus")  provided that you
are in the employ of Company (or its successor) on the last day of the Change in
Control Year.

     The  Bonus  will be  paid to you in cash  within  five  (5)  business  days
following  the last day of the Change in Control  Year whether or not you are in
the employ of the Company on the date of payment.

                                           Very truly yours,

                                           /s/ John G. Medlin, Jr.

ATTEST:                                    John G. Medlin, Jr.
                                           Chairman, Executive Resource,
                                           Compensation and Nominating Committee
/s/ Carol Ellis Morgan                     of the Board of Directors
    Assistant Secretary

                                                                         Page 39
                                                             Exhibit 10(iii)A(d)


                                    APPENDIX





               Change in  Control.  For  purposes of this  letter  agreement,  a
"Change in Control" shall mean any of the following events:

               (a) The acquisition (other than from the Company) by any "Person"
(as the term person is used for purposes of Sections  13(d) or 14(d) of the 1934
Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the 1934 Act) of twenty  percent  (20%) or more of the combined  voting power of
the Company's then outstanding voting securities; or

               (b) The  individuals  who, as of February 1, 1996, are members of
the Board (the  "Incumbent  Board")  cease for any reason to constitute at least
two-thirds of the Board; provided,  however, that if the election, or nomination
for election by the Company's stockholders,  of any new director was approved by
a vote of at least two-thirds of the Incumbent  Board,  such new director shall,
for  purposes of this  Agreement,  be  considered  as a member of the  Incumbent
Board; or

               (c)  Approval by  stockholders  of the Company of (1) a merger or
consolidation  involving  the  Company  if  the  stockholders  of  the  Company,
immediately  before  such  merger or  consolidation  do not, as a result of such
merger or consolidation,  own, directly or indirectly, more than seventy percent
(70%) of the combined voting power of the then outstanding  voting securities of
the corporation resulting from such merger or consolidation in substantially the
same  proportion as their  ownership of the combined  voting power of the voting
securities  of  the  Company  outstanding  immediately  before  such  merger  or
consolidation, or (2) a complete liquidation or dissolution of the Company or an
agreement for the sale or other  disposition of all or substantially  all of the
assets of the Company.

               Notwithstanding  the foregoing,  a Change in Control shall not be
deemed to occur pursuant to Section (a),  solely because twenty percent (20%) or
more of the combined voting power of the Company's then  outstanding  securities
is acquired by (i) a trustee or other fiduciary holding  securities under one or
more  employee   benefit  plans   maintained  by  the  Company  or  any  of  its
subsidiaries,   or  (ii)  any  corporation  which,  immediately  prior  to  such
acquisition,  is owned directly or indirectly by the stockholders of the Company
in the same  proportion as their  ownership of stock in the Company  immediately
prior to such acquisition (hereinafter referred to as "Related Persons").