Page 1 of 100
Index to Exhibits on Page 15

FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Annual Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934

For the fiscal year ended August 31, 1996 Commission file number 1- 3208

NATIONAL SERVICE INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware 58-0364900
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)

1420 Peachtree Street, N. E., Atlanta, Georgia 30309-3002
(Address of Principal Executive Offices) (Zip Code)

(404) 853-1000
(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common Stock ($1.00 Par Value) New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Based upon the closing price as quoted on the New York Stock Exchange October
31, 1996 the aggregate market of the voting stock held by nonaffiliates of the
registrant was $1,576,711,893.00.

The number of shares outstanding of the registrant's common stock, $1.00 par
value, was 45,701,794 shares as of October 31, 1996.

DOCUMENTS INCORPORATED BY REFERENCE

Location in Form 10-K Incorporated Document
Part I, Item 1 1996 Annual Report
Part II, Items 5, 6, 7, and 8 1996 Annual Report
Part III, Items 10, 11, 12, and 13 1996 Proxy Statement
Part IV, Item 14 1996 Annual Report

Page 2

NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES

Table of Contents

Page No.
Part I
Item 1. Business .................................................. 3-4
Item 2. Properties ................................................ 5
Item 3. Legal Proceedings ......................................... 5
Item 4. Submission of Matters to a Vote of Security Holders ....... 5

Part II
Item 5. Market for Registrant's Common Equity and
Related Stockholders Matters .............................. 6
Item 6. Selected Financial Data ................................... 6
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............. 6
Item 8. Financial Statements and Supplementary Data ............... 6
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure .................... 6

Part III
Item 10. Directors and Executive Officers of the Registrant ........ 7
Item 11. Executive Compensation .................................... 7
Item 12. Security Ownership of Certain Beneficial Owners
and Management ............................................ 7
Item 13. Certain Relationships and Related Transactions ............ 7

Part IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K ....................................... 8-11

Signatures ............................................................. 12

Financial Statement Schedules .......................................... 13-14

Index to Exhibits ...................................................... 15

Page 3

PART I

ITEM 1. BUSINESS

The registrant, incorporated in Delaware in 1928, provides a wide variety of
products and services through its operating divisions, as follows:

Divisions Principal Products or Services Marketing Area

Products and services for industrial,
commercial, institutional, and healthcare
customers

TEXTILE RENTAL
National Linen Service Rented napkins and table Principally the southern,
National Uniform Service linens, bed linens, towels, southwestern, central,
National Healthcare Linen Service uniforms, specialized and northeastern
National Dust Control Service garments, sterilized United States
National Direct Source products, restroom
products, mats and mops,
and complimentary direct
sale products.

CHEMICAL
Zep Manufacturing Company Chemical products, Throughout the United
Zep Manufacturing Company of Canada primarily for maintenance, States, Canada,
Zep Europe sanitation, and water Puerto Rico, and
Selig Chemical Industries treatment, including soaps, western Europe.
National Chemical detergents, waxes, and
disinfectants.

ENVELOPE
Atlantic Envelope Company Business and specialty South and Southwest.
ATENCO Filing Systems envelopes and records
Lyon Folder Company storage and filing systems.
Techno-Aide/Stumb Metal Products Company

Products for the construction industry

LIGHTING EQUIPMENT
Lithonia Lighting Fluorescent fixtures for Throughout the United
Lithonia Fluorescent commercial, industrial, and States, Canada,
Lithonia Hi-Tek Lighting institutional applications; Mexico and overseas.
Lithonia Downlighting high-intensity discharge
Major Reflector Products fixtures for industrial and
RELOC Wiring Systems commercial use; architectural
Lithonia Controls Systems outdoor lighting; downlighting;
Lithonia Emergency Lighting sportslighting; track lighting;
vandal-resistant fixtures;
emergency lighting; lighting
and dimming controls; and
manufactured wiring systems.

INSULATION SERVICE
North Bros. Co. Commercial, mechanical Principally in the
Precision Foam Fabricators industrial and institutional southeastern United
insulation products, accessories States.
and contracting services.

Page 4

Divisions Principal Products or Services Marketing Area

Products and services for the consumer

LIGHTING EQUIPMENT
Home-Vue Lighting Fluorescent work lamps, recessed Throughout the United
Light Concepts and track lighting, and other States.
decorative fluorescent fixtures.

Competition

While each of the registrant's businesses is highly competitive, the competitive
conditions and the registrant's relative position and market share vary widely
from business to business. A limited number of the competitors of each division
are large diversified companies, but most of the competitors of the principal
divisions are smaller companies than the registrant. Such smaller companies
frequently specialize in one industry or one geographic area, which in many
instances increases the intensity of competition. Management believes that its
Lighting Equipment segment is the largest manufacturer of lighting fixtures in
the world and its Textile Rental segment is one of the largest such companies in
the United States.

Raw Materials

There were no significant shortages of materials or components during the years
ended August 31, 1996, 1995, and 1994. No one commodity or supplier provided a
significant portion of the company's material requirements.

Total Employment

The registrant employs approximately 20,600 people.

Financial Information about Industry Segments

The financial information required by this item is included on page 29 of the
company's annual report for the year ended August 31, 1996, under the caption
"Business Segment Information" and is incorporated herein by reference.

Page 5

ITEM 2. PROPERTIES

The general offices of the company are located in Atlanta, Georgia. Because of
the diverse nature of the operations and the large number of individual
locations, it is neither practical nor significant to describe all of the
operating facilities owned or leased by the company. The following listing
summarizes the significant facility categories by division:

Number of Facilities
Division Owned Leased Nature of Facilities

Lighting Equipment 7 4 Manufacturing plants
1 2 Distribution centers
- 17 Field warehouses

Textile Rental 63 16 Linen plants
17 47 Linen service centers
- 1 Distribution centers

Chemical 9 4 Manufacturing plants
22 45 Distribution centers
- 2 Sales offices

Envelope 6 4 Manufacturing plants
- 2 Warehouses
- 1 Sales office

Insulation Service 1 - Fabrication plants
22 11 Warehouses

Corporate Office 1 - Corporate headquarters

ITEM 3. LEGAL PROCEEDINGS

The Registrant is neither a party to nor is its property subject to any material
pending legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the three months
ended August 31, 1996.

Page 6

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The information required by this item is included on the inside back cover of
the company's annual report for the year ended August 31, 1996, under the
captions "Listing," "Shareholders of Record," and "Common Share Prices and
Dividends per Share" and is incorporated here by reference.

ITEM 6. SELECTED FINANCIAL DATA

The information required by this item is included on pages 34 and 35 of the
company's annual report for the year ended August 31, 1996, under the caption
"Ten-Year Financial Summary" and is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information required by this item is included on pages 31 through 33 of the
company's annual report for the year ended August 31, 1996, under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and is incorporated herein by reference.

From time to time, the company may publish forward-looking statements relating
to such matters as anticipated financial performance, business prospects,
technological developments, new products, research and development activities
and similar matters. The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements. In order to comply with
the terms of the safe harbor, the company notes that a variety of factors could
cause the company's actual results and experience to differ materially from the
anticipated results or other expectations expressed in the company's
forward-looking statements. The risks and uncertainties that may affect the
operations, performance, development and results of the company's business
include without limitation the following: (a) the uncertainty of general
business and economic conditions, particularly the potential for a slow down in
nonresidential construction awards; (b) the ability to achieve strategic
initiatives, including but not limited to the ability to achieve sales growth
across the business segments through a combination of increased pricing, sales
force, and new products and improved customer service.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item is included on pages 18 through 30 of the
company's annual report for the year ended August 31, 1996, under the captions
"Consolidated Balance Sheets," "Consolidated Statements of Income," Consolidated
Statements of Stockholders' Equity," "Consolidated Statements of Cash Flows,"
"Notes to Consolidated Financial Statements," and "Report of Independent Public
Accountants" and is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

Page 7

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this item, with respect to directors, is included on
pages 2 and 3 under the caption "Information Concerning Nominees" of the
company's proxy statement for the annual meeting of stockholders to be held
January 8, 1997, filed with the Commission pursuant to Regulation 14A, and is
incorporated herein by reference.

EXECUTIVE OFFICERS OF THE REGISTRANT

Executive officers of the company are elected at the organizational meeting of
the Board of Directors in January.

Name and age of each executive officer Business experience of executive officers during the five
and positions held with the company years ended August 31, 1996 and term in office

James S. Balloun, age 58 Mr. Balloun was elected Chairman and Chief Executive
Chairman, President, and Officer effective February, 1996 and assumed the role
Chief Executive Officer of President in October, 1996. Previously, he served
and Director McKinsey & Company as a Director.

David Levy, age 59 Mr. Levy was elected Executive Vice President,
Executive Vice President, Administration in October, 1992. He served as Senior
Administration and Counsel Vice President, Secretary and Counsel from 1982 through
and Director September, 1992.

Brock A. Hattox, age 48 Mr. Hattox was elected Executive Vice President and
Executive Vice President and Chief Financial Officer effective September, 1996.
Chief Financial Officer Previously, he served McDermott International, Inc., as
Chief Financial Officer since 1991, and President of the
Engineering and Construction Group since 1995.

Stewart A. Searle III, age 45 Mr. Searle was elected Senior Vice President, Planning
Senior Vice President, and Development effective June, 1996. Previously, he served
Planning and Development four years with Equifax as Senior Vice President of
Development. Prior to that, he served as a Principal at
McKinsey & Company.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is included on pages 4 through 13 under
the captions "Compensation of Directors," "Other Information Concerning the
Board and its Committees," "Compensation Committee Interlocks and Insider
Participation," "Summary Compensation Table," "Option Grants in Last Fiscal
Year," "Aggregated Option Exercises and Fiscal Year-End Option Values,"
"Employment Contracts, Severance Arrangements, and Other Agreements," and
"Pension and Supplemental Retirement Benefits" of the company's proxy statement
for the annual meeting of stockholders to be held January 8, 1997, filed with
the Commission pursuant to Regulation 14A, and is incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this item is included on page 5 under the caption
"Beneficial Ownership of the Corporation's Securities" of the company's proxy
statement for the annual meeting of stockholders to be held January 8, 1997,
filed with the Commission pursuant to Regulation 14A, and is incorporated herein
by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is included on page 4 under the caption
"Certain Transactions" of the company's proxy statement for the annual meeting
of stockholders to be held January 8, 1997, filed with the Commission pursuant
to Regulation 14A, and is incorporated herein by reference.

Page 8

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as a part of this report:

(1) Financial Statements

The company's 1996 Annual Report contains the consolidated balance
sheets as of August 31, 1996 and 1995, the related consolidated
statements of income, stockholders' equity, and cash flows for each of
the three years in the period ended August 31, 1996, and the related
report of Arthur Andersen LLP. The financial statements, incorporated
herein by reference, include the following:

Consolidated Balance Sheets - August 31, 1996 and 1995

Consolidated Statements of Income for the years ended August 31, 1996,
1995, and 1994

Consolidated Statements of Stockholders' Equity for the years ended
August 31, 1996, 1995, and 1994

Consolidated Statements of Cash Flows for the years ended August 31,
1996, 1995, and 1994

Notes to Consolidated Financial Statements

(2) Financial Statement Schedules:

Report of Independent Public Accountants on Schedule

Schedule Number

II Valuation and Qualifying Accounts

Any of schedules I through V not listed above have been omitted
because they are not applicable or the required information is
included in the consolidated financial statements or notes thereto.

(3) Exhibits filed with this report

Reference No. from
Reg. 229.601
Item 601 Description of Exhibit

3 Restated Certificate of Incorporation and By-Laws

4 Shareholder Rights Plan Adopted May 9, 1988

10(i) Section 168 Agreement and Election dated as of
April 9, 1982, between National Service
Industries, Inc. and Oglethorpe Power Corporation

10(iii)A Management Contracts and Compensatory Arrangements:

(1) Directors' Deferred Compensation Plan

(2) Executives' Deferred Compensation Plan and
Amendments

(3) Restated and Amended Supplemental Retirement
Plan for Executives of National Service
Industries, Inc., Amendments and Appendices

(4) The National Service Industries, Inc. Senior
Management Benefit Plan and Amendments

Page 9

ITEM 14. (Continued)

(3) Exhibits filed with this report (Continued)

Reference No. from
Reg. 229.601
Item 601 Description of Exhibit

(5) Severance Protection Agreement between National
Service Industries, Inc. and David Levy and
Amendment

(6) Severance Protection Agreements between
National Service Industries, Inc. and
(a) James S. Balloun
(b) Stewart A. Searle III
and Amendment

(7) Bonus Letter Agreements between National
Service Industries, Inc. and
(a) James S. Balloun
(b) David Levy
(c) Stewart A. Searle III
and Supplemental Letter Agreement

(8) Long-Term Incentive Program and Amendment

(9) Incentive Stock Option Agreements between
National Service Industries, Inc. and
(a) D. Raymond Riddle
(b) Don W. Hubble
(c) David Levy
(d) J. Robert Hipps
(e) Stewart A. Searle III

(10)Nonqualified Stock Option Agreement for
Corporate Officers between National Service
Industries, Inc. and
(a) James S. Balloun
(b) D. Raymond Riddle
(c) Don W. Hubble
(d) David Levy
(e) J. Robert Hipps

(11)Nonqualified Stock Option Agreement for
Corporate Officers Effective Beginning
September 21, 1994 between National Service
Industries, Inc. and
(a) D. Raymond Riddle
(b) Don W. Hubble
(c) David Levy

(12)Benefits Protection Trust Agreement and
Amendments

(13)Executive Benefits Trust Agreement and
Amendment

(14)Consulting Agreement between National Service
Industries, Inc. and Erwin Zaban and Amendment

(15)1992 Nonemployee Directors' Stock Option Plan
Effective September 16, 1992

(16)Nonemployee Directors' Stock Option Agreement
between National Service Industries, Inc. and
(a) John L. Clendenin
(b) Robert M. Holder, Jr.
(c) F. Ross Johnson
(d) James C. Kennedy
(e) Donald R. Keough
(f) Bryan D. Langton
(g) Bernard Marcus
(h) John G. Medlin, Jr.
(i) Dr. Betty L. Siegel
(j) Erwin Zaban

Page 10

ITEM 14. (Continued)

(3) Exhibits filed with this report (Continued)

Reference No. from
Reg. 229.601
Item 601 Description of Exhibit

(17)National Service Industries, Inc. Executive
Savings Plan Effective September 1, 1994 and
Amendment

(18)National Service Industries, Inc. Management
Compensation and Incentive Plan Effective
September 1, 1994

(19)Split-Dollar Agreement among National Service
Industries, Inc., D. Raymond Riddle, and
Wachovia Bank of Georgia N.A. Dated January 4,
1993 and Amendment

(20)Letter Agreement between National Service
Industries, Inc. and D. Raymond Riddle Dated
March 28, 1995

(21)Consulting Agreement between National Service
Industries, Inc. and D. Raymond Riddle

(22)Letter Agreement between National Service
Industries, Inc. and D. Raymond Riddle, Dated
April 10, 1995

(23)Employment Letter Agreement between National
Service Industries, Inc. and James S. Balloun,
Dated February 1, 1996

(24)Severance Agreement between National Service
Industries, Inc. and J. Robert Hipps, Dated May
14, 1996

(25)Letter Agreement between National Service
Industries, Inc. and J. Robert Hipps, Dated May
24, 1996

(26)National Service Industries, Inc. Nonemployee
Director Deferred Stock Unit Plan, Effective
June 1, 1996

(27)Severance Agreement between National Service
Industries, Inc. and Don W. Hubble, Dated July
22, 1996

(28)Employment Letter Agreement between National
Service Industries, Inc. and Brock A. Hattox,
Dated August 26, 1996

11 Computations of Net Income per Share of Common
Stock

13 Information Incorporated by Reference from Annual
Report for the Year Ended August 31, 1996

21 List of Subsidiaries

23 Consent of Independent Public Accountants

24 Powers of Attorney

Page 11

ITEM 14. (Continued)

(3) Exhibits filed with this report (Continued)

Reference No. from
Reg. 229.601
Item 601 Description of Exhibit

27 (1) Financial Data Schedule for the Year Ended
August 31, 1996

(2) Restated Financial Data Schedule for the
Quarter Ended May 31, 1996

(3) Restated Financial Data Schedule for the
Quarter Ended February 29, 1996

(4) Restated Financial Data Schedule for the
Quarter Ended November 30, 1995

(5) Restated Financial Data Schedule for the Year
Ended August 31, 1995

(6) Restated Financial Data Schedule for the
Quarter Ended May 31, 1995

(7) Restated Financial Data Schedule for the
Quarter Ended February 28, 1995

(8) Restated Financial Data Schedule for the
Quarter Ended November 30, 1994

(9) Restated Financial Data Schedule for the Year
Ended August 31, 1994

(b) No reports on Form 8-K were filed for the three months ended August 31,
1996.

(d) Not applicable.

Page 12

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

NATIONAL SERVICE INDUSTRIES, INC.

Date: November 26, 1996 By: /s/ Kenyon W. Murphy
Vice President, Secretary, and
Associate Counsel

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Signature Title

James S. Balloun* Chairman, President and
Chief Executive Officer

Brock A. Hattox* Executive Vice President and
Chief Financial Officer

Mark R. Bachmann* Vice President and Controller

John L. Clendenin* Director

Robert M. Holder, Jr.* Director

F. Ross Johnson* Director

James C. Kennedy* Director - November 20, 1996

Donald R. Keough* Director

Bryan D. Langton* Director

David Levy* Director

Bernard Marcus* Director

John G. Medlin, Jr.* Director

D. Raymond Riddle* Director

Herman J. Russell* Director

Dr. Betty L. Siegel* Director

Erwin Zaban* Director

*By: /s/ David Levy Attorney-in-Fact
David Levy

Page 13

Arthur Andersen LLP

Atlanta, Georgia

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE

To National Service Industries, Inc.:

We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements included in NATIONAL SERVICE INDUSTRIES, INC.
and subsidiaries' annual report to stockholders incorporated by reference in
this Form 10-K and have issued our report thereon dated October 21, 1996. Our
audit was made for the purpose of forming an opinion on those statements taken
as a whole. The schedule listed in Item 14 in this Form 10-K is the
responsibility of the company's management and is presented for the purpose of
complying with the Securities and Exchange Commission's rules and is not part
of the basic consolidated financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic
consolidated financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.

/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP

Atlanta, Georgia
October 21, 1996

Page 14

SCHEDULE II

NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED AUGUST 31, 1996, 1995, AND 1994
(In thousands)

Balance at Additions Charged to Balance at
Beginning Costs and Other End
Description of Period Expenses Accounts(1) Deductions(2) of Period

YEAR ENDED AUGUST 31, 1996:
Deducted in the balance sheet
from the asset to which it applies-
Reserve for doubtful accounts.... $6,467 $2,708 $(964) $2,404 $5,807

YEAR ENDED AUGUST 31, 1995:
Deducted in the balance sheet
from the asset to which it applies-
Reserve for doubtful accounts.... $7,385 $3,170 $(384) $3,704 $6,467

YEAR ENDED AUGUST 31, 1994:
Deducted in the balance sheet
from the asset to which it applies-
Reserve for doubtful accounts.... $7,170 $2,804 $ 923 $3,512 $7,385

(1) Recoveries credited to reserve, reserves recorded in acquisitions, and
reserves removed in sale of businesses.
(2) Uncollectible accounts written off.

Page 15

INDEX TO EXHIBITS

Page No.

EXHIBIT 3 - Restated Certificate of Incorporation Reference is made to Exhibit 3 of registrant's
Form 10-Q for the quarter ended May 31,
1992, which is incorporated herein by
reference.

- By-Laws as Amended and Restated June 21, 1989 Reference is made to Exhibit 3 of registrant's
Form 10-K for the fiscal year ended August
31, 1989, which is incorporated herein by
reference.

EXHIBIT 4 - Shareholder Rights Plan Adopted May 9, 1988 Reference is made to Exhibit 1 of registrant's
Form 8-A as filed with the Commission on
May 11, 1988, which is incorporated herein by
reference.

EXHIBIT 10(i) - Section 168 Agreement and Election Dated Reference is made to Exhibit 10(i) of
April 9, 1982 between National Service registrant's Form 10-K for the fiscal year
Industries, Inc. and Oglethorpe Power ended August 31, 1982, which is incorporated
Corporation herein by reference.

EXHIBIT 10(iii)A Management Contracts and Compensatory Arrangements:

(1)-Director's Deferred Compensation Plan Reference is made to Exhibit 10(iii)A (b) of
registrant's Form 10-K for the fiscal year
ended August 31, 1982, which is incorporated
herein by reference.

(2)- (a)Executives' Deferred Compensation Plan Reference is made to Exhibit 19 of registrant's
Form 10-K for the fiscal year ended August 31,
1982, which incorporated herein by reference.

(b)First Amendment To Executives' Reference is made to Exhibit 10(iii)A (b)-(ii)
Deferred Compensation Plan, Dated of registrant's Form 10-K for the fiscal year
September 21, 1989 ended August 31, 1989, which is incorporated
herein by reference.

(c)Second Amendment to Executives' Reference is made to Exhibit 10(iii)A (a) of
Deferred Compensation Plan, registrant's Form 10-Q for the quarter ended
Effective as of September 1, 1994. November 30, 1994, which is incorporated
herein by reference.

(d)Amendment No. 3 to Executives'
Deferred Compensation Plan dated
August 31, 1996 21

(3)- (a)Restated and Amended Supplemental Reference is made to Exhibit 10(iii)A (c)-(i)
Retirement Plan for Executives of National of registrant's Form 10-K for the fiscal year
Service Industries, Inc. (Supplemental ended August 31, 1993, which is incorporated
Pension Plan) herein by reference.

(b)Amendment to Restated and Amended Reference is made to Exhibit 10(iii)A (a) of
Supplemental Retirement Plan for Executives registrant's Form 10-Q for the quarter ended
of National Service Industries, Inc. February 28, 1994, which is incorporated
(Supplemental Pension Plan) herein by reference.

(c)Appendix B to Restated and Amended Reference is made to Exhibit 10iii)A(e) of
Supplemental Retirement Plan for Executives of registrant's Form 10-Q for the quarter ended
National Service Industries, Inc. (Supplemental February 29, 1996, which is incorporated herein
Pension Plan), Effective February 1, 1996 by reference.

Page 16
INDEX TO EXHIBITS

Page No.

(d)Appendix C to Restated and Amended Reference is made to Exhibit 10iii)A(d) of
Supplemental Retirement Plan for Executives of registrant's Form 10-Q for the quarter ended
National Service Industries, Inc. (Supplemental May 31, 1996, which is incorporated herein
Pension Plan), Effective May 31, 1996 by reference.

(e) Amendment No. 2 to Restated and Amended
Supplemental Retirement Plan for Executives of
Naitonal Service Industries, Inc. (Supplemental
Pension Plan) Dated August 31, 1996 24

(4)- (a) The National Service Industries, Inc. Reference is made to Exhibit 10(iii)A (f) of
Senior Management Benefit Plan, Dated registrant's Form 10-K for the fiscal year
August 15, 1985 ended August 31, 1985, which is incorporated
herein by reference.

(b)First Amendment to National Service Reference is made to Exhibit 10(iii)A (e)-(ii)
Industries, Inc. Senior Management Benefit of registrant's Form 10-K for the fiscal year
Plan, Dated September 21, 1989 ended August 31, 1989, which is incorporated
herein by reference.

(c)Amendment No. 2 to National Service Reference is made to Exhibit 10(iii)A (d)(iii) of
Industries, Inc. Senior Management Benefit registrant's Form 10-K for the fiscal year
Plan, Dated September 16, 1994 ended August 31, 1994, which is incorporated
herein by reference.
(d)Amendment No. 3 to National Service
Industries, Inc. Senior Management Benefit
Plan, Dated August 31, 1996 27

(5)- (a)Severance Protection Agreement between Reference is made to Exhibit 10(iii)A (h) of
National Service Industries, Inc. and David registrant's Form 10-K for the fiscal year
Levy ended August 31, 1989, which is incorporated
herein by reference.

(b)Amendment to Severance Protection
Agreement between National Service Industries,
Inc. and David Levy, Dated August 31, 1996 30

(6)- (a)Severance Protection Agreements between Reference is made to Exhibit 10(iii)A (c) of
National Service Industries, Inc. and registrant's Form 10-Q for the quarter
(i) James S. Balloun (February 1, 1996) ended February 29, 1996, which is incorporated
(ii) Stewart A. Searle III (June 19, 1996) herein by reference.

(b)Amendment to Severance Protection
Agreements, Dated August 31, 1996 30

(7)- (a)Bonus Letter Agreements between Reference is made to Exhibit 10(iii)A (j) of
National Service Industries, Inc. and registrant's Form 10-K for the fiscal year
(i) James S. Balloun (February 1, 1996) ended August 31, 1989 and to Exhibit 10(iii)A(d)
(ii) David Levy (October 1, 1989) of the registrant's Form 10-Q for the quarter
(iii) Stewart A. Searle III (June 19, 1996) ended February 29, 1996, which are incorporated
herein by reference.
(b)Supplemental Letter Agreement, Dated
August 31, 1996 35

Page 17
INDEX TO EXHIBITS

Page No.

(8)- (a)Long-Term Incentive Program, Dated Reference is made to Exhibit 10(iii)A (k) of
September 20, 1989 registrant's Form 10-K for the fiscal year
ended August 31, 1989, which is incorporated
herein by reference.

(b)Amendment No. 1 to Long-Term Reference is made to Exhibit 10(iii)A (h)(ii) of
Incentive Program, Dated September 21, registrant's Form 10-K for the fiscal year
1994 ended August 31, 1994, which is incorporated
herein by reference.

(9)- Incentive Stock Option Agreements between Reference is made to Exhibit 10(iii)A (l) of
National Service Industries, Inc., and registrant's Form 10-K for the fiscal year
(a) D. Raymond Riddle ended August 31, 1989, which is incorporated
(b) Don W. Hubble herein by reference.
(c) David Levy
(d) J. Robert Hipps
(e) Stewart A. Searle III

(10)-Nonqualified Stock Option Agreement for Reference is made to Exhibit 10(iii)A (j) of
Corporate Officers between National Service registrant's Form 10-K for the fiscal year
Industries, Inc. and ended August 31, 1992, which is incorporated
(a) James S. Balloun herein by reference.
(b) D. Raymond Riddle
(c) Don W. Hubble
(d) David Levy
(e) J. Robert Hipps

(11)-Nonqualified Stock Option Agreement for Reference is made to Exhibit 10(iii)A (k) of
Corporate Officers Effective Beginning registrant's Form 10-K for the fiscal year
September 21, 1994 between National ended August 31, 1994, which is incorporated
Service Industries, Inc. and herein by reference.
(a) D. Raymond Riddle
(b) Don W. Hubble
(c) David Levy

(12)-(a)Benefits Protection Trust Agreement Dated Reference is made to Exhibit 10(iii)A (n) of
July 5, 1990, between National Service Indus- registrant's Form 10-K for the fiscal year
tries, Inc. and Wachovia Bank and Trust ended August 31, 1990, which is incorporated
Company herein by reference.

(b)Amended Schedule 1 of Benefits Reference is made to Exhibit 10(iii)A (k)-(ii) of
Protection Trust Agreement between registrant's Form 10-K for the fiscal year
National Service Industries, Inc. and ended August 31, 1993, which is incorporated
Wachovia Bank and Trust Company herein by reference.
Dated September 15, 1993

(c)Amendment to Benefits Protection Trust
Agreement between National Service Industries,
Inc. and Wachovia Bank and Trust Company
and Adoption, Dated August 31, 1996 36

(13)-(a)Executive Benefits Trust Agreement Dated Reference is made to Exhibit 10(iii)A (o) of
July 5, 1990, between National Service Indus- registrant's Form 10-K for the fiscal year
tries, Inc. and Wachovia Bank and Trust ended August 31, 1990, which is incorporated
Company herein by reference.

Page 18

INDEX TO EXHIBITS

Page No.

(13)-(b)Amendment to Executive Benefits Trust
Agreement between National Service Industries,
Inc. and Wachovia Bank and Trust Company
and Adoption. Dated August 31, 1996 39

(14)-(a)Consulting Agreement between National Reference is made to Exhibit 10(iii)A of
Service Industries, Inc. and Erwin Zaban, registrant's Form 10-Q for the quarter ended
Dated December 30, 1991 November 30, 1991, which is incorporated
herein by reference.

(b)Letter Agreement Dated March 21, 1996 Reference is made to Exhibit 10iii)A(a) of
amending the Consulting Agreement between registrant's Form 10-Q for the quarter ended
National Service Industries, Inc. and Erwin May 31, 1996, which is incorporated herein
Zaban, Dated December 31, 1991 by reference.

(15)-1992 Nonemployee Directors' Stock Option Reference is made to Exhibit 10(iii)A (o) of
Plan Effective September 16, 1992 registrant's Form 10-K for the fiscal year
ended August 31, 1992, which is incorporated
herein by reference.

(16)-Nonemployee Directors' Stock Option Reference is made to Exhibit 10(iii)A (q) of
Agreement between National Service registrant's Form 10-K for the fiscal year
Industries, Inc. and ended August 31, 1994, which is incorporated
(a) John L. Clendenin herein by reference.
(b) Robert M. Holder, Jr.
(c) F. Ross Johnson
(d) James C. Kennedy
(e) Donald R. Keough
(f) Bryan D. Langton
(g) Bernard Marcus
(h) John G. Medlin, Jr.
(i) Dr. Betty L. Siegel
(j) Erwin Zaban

(17)-(a)National Service Industries, Inc. Executive Reference is made to Exhibit 10(iii)A (s) of
Savings Plan Effective September 1, 1994 registrant's Form 10-K for the fiscal year
ended August 31, 1994, which is incorporated
herein by reference.

(b)Amendment No. 1 to National Service
Industries, Inc. Executive Savings Plan, Dated
August 31, 1996. 42

(18)-(a)National Service Industries, Inc. Management Reference is made to Exhibit 10(iii)A (t) of
Compensation and Incentive Plan Effective registrant's Form 10-K for the fiscal year
September 1, 1994 ended August 31, 1994, which is incorporated
herein by reference.

(19)-(a)Split-Dollar Agreement among National Reference is made to Exhibit 10(iii)A (a)(i) of
Service Industries, Inc., D. Raymond Riddle, registrant's Form 10-Q for the quarter ended
and Wachovia Bank of Georgia, N.A. dated February 28, 1995, which is incorporated
January 4, 1993 herein by reference.

(b)First Amendment to Split-Dollar Agreement Reference is made to Exhibit 10(iii)A (a)(ii) of
among National Service Industries, Inc., registrant's Form 10-Q for the quarter ended
D. Raymond Riddle, and Wachovia Bank February 28, 1995, which is incorporated
of Georgia, N.A. effective March 30, 1995 herein by reference.

Page 19

INDEX TO EXHIBITS

Page No.

(20)-(a)Letter Agreement between National Service Reference is made to Exhibit 10(iii)A (b) of
Industries, Inc. and D. Raymond Riddle dated registrant's Form 10-Q for the quarter ended
March 28, 1995, amending as of September 21, February 28, 1995, which is incorporated
1994 the Incentive Stock Option Agreement herein by reference.
dated January 6, 1993, the Nonqualified Stock
Option Agreement dated January 6, 1993, and
the Nonqualified Stock Option Agreement dated
September 15, 1993 between National Service
Industries, Inc. and D. Raymond Riddle

(21)-(a)Consulting Agreement between National Service Reference is made to Exhibit 10(iii)A (c) of
Industries, Inc. and D. Raymond Riddle dated registrant's Form 10-Q for the quarter ended
March 30, 1995 February 28, 1995, which is incorporated
herein by reference.

(22)-(a)Letter Agreement between National Service Reference is made to Exhibit 10(iii)A (d) of
Industries, Inc. and D. Raymond Riddle dated registrant's Form 10-Q for the quarter ended
April 10, 1995, amending as of March 15, 1995 the February 28, 1995, which is incorporated
Incentive Stock Option Agreement dated January herein by reference.
6, 1993, the Nonqualified Stock Option
Agreement dated January 6, 1993, the
Nonqualified Stock Option Agreement dated
September 15, 1993, and the Nonqualified Stock
Option Agreement dated September 21, 1994
between National Services Industries, Inc. and
D. Raymond Riddle

(23)-(a)Employment Letter Agreement between Reference is made to Exhibit 10iii)A(a) of
National Service Industries, Inc. and James S. registrant's Form 10-Q for the quarter ended
Balloun, Dated February 1, 1996 (a confidential February 29, 1996, which is incorporated herein
portion of which has been omitted and filed by reference.
separately with the Securities and Exchange
Commission)

(24)-(a)Severance Agreement between National Reference is made to Exhibit 10iii)A(b) of
Service Industries, Inc. and J. Robert Hipps, registrant's Form 10-Q for the quarter ended
Dated May 14, 1996 May 31, 1996, which is incorporated herein
by reference.

(25)-(a)Letter Agreement between National Service Reference is made to Exhibit 10iii)A(c) of
Industries, Inc. and J. Robert Hipps Dated May registrant's Form 10-Q for the quarter ended
24, 1996, amending as of that date the Incentive May 31, 1996, which is incorporated herein
Stock Option Agreement Dated September 19, by reference.
1990; the Incentive Stock Option Agreement
Dated December 18, 1991; the Incentive Stock
Option Agreement Dated September 16, 1992:
the Nonqualified Stock Option Agreement Dated
September 16, 1992; the Incentive Stock Option
Agreement Dated September 15, 1993; the
Nonqualified Stock Option Agreement Dated
September 15, 1993; the Nonqualified Stock
Option Agreement Dated September 21, 1994;
and the Nonqualified Stock Option Agreement
Dated September 20, 1995

Page 20

INDEX TO EXHIBITS

Page No.

(26)-(a)National Service Industries, Inc.
Nonemployee Director Deferred Stock Unit Plan,
Effective June 1, 1996 45

(27)-(a)Severance Agreement between National
Service Industries, Inc. and Don W. Hubble,
Dated July 22, 1996 50

(28)-(a)Employment Letter Agreement between
National Service Industries, Inc. and Brock A.
Hattox, Dated August 26, 1996 53

EXHIBIT 11 - Computations of Net Income per Share of 57
Common Stock

EXHIBIT 13 - Information Incorporated by Reference from
Annual Report for the Year Ended August 31,
1996 58

EXHIBIT 21 - List of Subsidiaries 77

EXHIBIT 23 - Consent of Independent Public Accountants 78

EXHIBIT 24 - Powers of Attorney 79

EXHIBIT 27 - (1) Financial Data Schedule for the Year
Ended August 31, 1996 92

(2) Restated Financial Data Schedule for the
Quarter Ended May 31, 1996 93

(3) Restated Financial Data Schedule for the
Quarter Ended February 29, 1996 94

(4) Restated Financial Data Schedule for the
Quarter Ended November 30, 1995 95

(5) Restated Financial Data Schedule for the
Year Ended August 31, 1995 96

(6) Restated Financial Data Schedule for the
Quarter Ended May 31, 1995 97

(7) Restated Financial Data Schedule for the
Quarter Ended February 28, 1995 98

(8) Restated Financial Data Schedule for the
Quarter Ended November 30, 1994 99

(9) Restated Financial Data Schedule for the
Year Ended August 31, 1994 100