Page 1 of 20
                            Exhibit Index on Page 12

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                   Quarterly Report Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934



    For quarter ended May 31, 1997          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)

                                      None
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
 Report)



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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest  practicable  date  (applicable only to corporate
issuers).

Common Stock - $1.00 Par Value - 45,085,188 shares as of June 27, 1997.


Page 2




               NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES

                                      INDEX


                                                                       Page No.

PART I.  FINANCIAL INFORMATION


         CONSOLIDATED BALANCE SHEETS -
                  MAY 31, 1997 AND AUGUST 31, 1996                       3

         CONSOLIDATED STATEMENTS OF INCOME -
                  THREE MONTHS AND NINE MONTHS ENDED
                  MAY 31, 1997 AND 1996                                  4

         CONSOLIDATED STATEMENTS OF CASH FLOWS -
                  NINE MONTHS ENDED MAY 31, 1997 AND 1996                5

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                     6-7

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS         8-9

PART II.  OTHER INFORMATION

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                       10

SIGNATURES                                                              11

EXHIBIT INDEX                                                           12



                                                                          Page 3

               NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
              (Dollar amounts in thousands, except per-share data)
 

                                                           May 31,    August 31,
                                                             1997         1996
ASSETS                                                  (Unaudited)  
Current Assets:
  Cash and cash equivalents ..........................   $   39,431   $   58,662
  Short-term investments .............................          553          551
  Receivables, less reserves for doubtful
    accounts of $7,343 at May 31, 1997
    and $5,807 at August 31, 1996 ....................      261,990      269,971
  Inventories, at the lower of cost (on a
    first-in, first-out basis) or market .............      166,722      169,813
  Linens in service, net of amortization .............       97,470       97,710
  Deferred income taxes ..............................        4,145        2,152
  Prepayments ........................................        9,575        7,522
    Total Current Assets .............................      579,886      606,381

Property, Plant, and Equipment, at cost:
  Land ...............................................       28,049       29,062
  Buildings and leasehold improvements ...............      188,425      194,219
  Machinery and equipment ............................      535,820      542,056
    Total Property, Plant, and Equipment .............      752,294      765,337
  Less - Accumulated depreciation and
    amortization .....................................      401,730      407,941
      Property, Plant, and Equipment - net ...........      350,564      357,396

Other Assets:
  Goodwill and other intangibles .....................      102,275       89,427
  Other ..............................................       36,977       41,442
    Total Other Assets ...............................      139,252      130,869
      Total Assets ...................................   $1,069,702   $1,094,646


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Current maturities of long-term debt ...............   $    5,566   $       46
  Notes payable ......................................        5,998        6,696
  Accounts payable ...................................       88,016       79,851
  Accrued salaries, commissions, and bonuses .........       34,824       42,788
  Current portion of self insurance reserves .........       15,591       15,396
  Other accrued liabilities ..........................       42,495       52,649
    Total Current Liabilities ........................      192,490      197,426

Long-Term Debt, less current maturities ..............       26,236       24,920
Deferred Income Taxes ................................       56,937       63,347
Self Insurance Reserves, less current portion ........       61,827       63,369
Other Long-Term Liabilities ..........................       28,873       27,576

Stockholders' Equity:
  Series A  participating  preferred  stock,
     $.05 stated value,  500,000 shares
     authorized, none issued
  Preferred stock, no par value, 500,000 shares
     authorized, none issued
  Common stock, $1 par value, 80,000,000 shares
    authorized, 57,918,978 shares issued at May
    31, 1997 and August 31, 1996 .....................       57,919       57,919
  Paid-in capital ....................................       12,646       11,021
  Retained earnings ..................................      825,641      791,367
                                                            896,206      860,307
  Less -  Treasury  stock,  at  cost  (12,762,340  
    shares  at May 31,  1997  and 11,447,036 shares 
    at August 31, 1996) ..............................      192,867      142,299
        Total Stockholders' Equity ...................      703,339      718,008

          Total Liabilities and Stockholders's Equity.   $1,069,702   $1,094,646


The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.



Page 4   

               NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
              (Dollar amounts in thousands, except per-share data)



                                            THREE MONTHS ENDED                       NINE MONTHS ENDED
                                                   MAY 31                                 MAY 31
                                           1997               1996                1997               1996
                                                                                 

Sales and Service Revenues:
  Net sales of products              $     383,493      $    381,114        $  1,136,640     $     1,093,359
  Service revenues                         131,786           135,756             389,768             398,267
    Total Revenues                         515,279           516,870           1,526,408           1,491,626

Costs and Expenses:
  Cost of products sold                    231,601           237,414             703,518             691,951
  Cost of services                          72,814            77,078             223,589             226,292
  Selling and administrative expenses      160,961           157,395             474,491             460,438
  Interest expense, net                      1,705             1,082               4,646               3,180
  Other expense (income), net                1,390              (435)              1,829              (2,386)
    Total Costs and Expenses               468,471           472,534           1,408,073           1,379,475


Income before Provision for Income Taxes    46,808            44,336             118,335             112,151

Provision for (Benefit from) Income Taxes:
  Current                                   21,132            15,779              46,097              42,997
  Deferred                                  (3,758)              880              (2,375)             (1,042)
                                            17,374            16,659              43,722              41,955

Net Income                           $      29,434      $     27,677        $     74,613     $        70,196


Per Share:
  Net income                                  $.65              $.58               $1.64               $1.46

  Cash dividends                              $.30              $.29                $.89                $.86


Weighted Average Number of Shares
  Outstanding (thousands)                   44,996            48,059              45,371              48,240





The accompanying notes to consolidated financial statements are an integral part
of these statements.



                                                                          Page 5

               NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                          (Dollar amounts in thousands)

                                                             NINE MONTHS ENDED 
                                                                   MAY 31      
                                                              1997         1996
Cash Provided by (Used for) Operating Activities:
  Net income ...........................................  $  74,613    $ 70,196
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization ....................     44,449      44,184
      Provision for losses on accounts receivable ......      2,654       3,509
      Gain on the sale of property, plant, and equipment       (198)     (1,718)
      Gain on the sale of business .....................       (972)     (2,946)
      Change in noncurrent deferred income taxes .......     (2,375)     (1,042)
      Change in assets and liabilities net of effect
        of acquisitions and sale of business-
          Receivables ..................................        914       6,311
          Inventories and linens in service, net .......      3,347         799
          Current deferred income taxes ................     (1,994)      3,076
          Prepayments and other ........................     (1,699)     (2,375)
          Accounts payable and accrued liabilities .....    (15,067)    (23,771)
          Changes in self insurance reserves and other
           long-term liabilities .......................     (2,306)      2,674
            Net Cash Provided by Operating Activities ..    101,366      98,897

Cash Provided by (Used for) Investing Activities:
  Change in short-term investments .....................         (2)      1,047
  Purchase of property, plant, and equipment ...........    (34,215)    (48,367)
  Sale of property, plant, and equipment ...............      3,170       5,177
  Sale of business .....................................     31,380      11,517
  Acquisitions, net of cash acquired ...................     (4,320)       (600)
  Change in other assets ...............................      4,439         (65)
    Net Cash Provided by (Used for) Investing Activities        452     (31,291)

Cash Provided by (Used for) Financing Activities:
  Change in notes payable ..............................    (10,796)        130
  Additions to long-term debt ..........................      7,554        --
  Repayment of long-term debt ..........................     (6,692)        (72)
  Recovery of investment in tax benefits ...............        661       1,290
  Deferred income taxes from investment in tax benefits      (1,972)     (3,205)
  Purchase of treasury stock ...........................    (69,465)    (23,262)
  Cash dividends paid ..................................    (40,657)    (41,458)
    Net Cash Used for Financing Activities .............   (121,367)    (66,577)
Effect of Exchange Rate Changes on Cash ................        318      (1,124)

Net Change in Cash and Cash Equivalents ................    (19,231)        (95)

Cash and Cash Equivalents at Beginning of Year .........     58,662      79,402

Cash and Cash Equivalents at End of Period .............  $  39,431    $ 79,307


Supplemental Cash Flow Information:
  Income taxes paid during the period ..................  $  41,744    $ 44,791
  Interest paid during the period ......................      4,074       3,026

Noncash Investing and Financing Activities:
  Noncash aspects of sale of business -
    Receivables  incurred ..............................  $    (391)   $    --
    Liabilities removed ................................       (477)        --

Noncash Aspects of Acquisitions:
  Liabilities assumed or incurred ......................   $ (22,440)   $      6
  Treasury stock issued ................................      20,522        --



The accompanying notes to consolidated financial statements are an integral part
of these statements.


Page 6

               NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.  BASIS OF PRESENTATION:

The interim consolidated financial statements included herein have been prepared
by the company without audit and the consolidated balance sheet as of August 31,
1996 has been derived  from audited  statements.  These  statements  reflect all
adjustments,  all of which are of a normal,  recurring nature, which are, in the
opinion of management,  necessary to present fairly the  consolidated  financial
position as of May 31, 1997,  the  consolidated  results of  operations  for the
three months and nine months ended May 31, 1997 and 1996,  and the  consolidated
cash flows for the nine months ended May 31, 1997 and 1996. Certain  information
and footnote  disclosures  normally included in financial statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted.  The company  believes  that the  disclosures  are adequate to make the
information  presented  not  misleading.  It is suggested  that these  financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto included in the company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1996.

The  results  of  operations  for the nine  months  ended  May 31,  1997 are not
necessarily  indicative  of the results to be expected  for the full fiscal year
because the  company's  revenues and income are  generally  higher in the second
half of its fiscal  year and  because  of the  uncertainty  of general  business
conditions.

2.  BUSINESS SEGMENT INFORMATION:



                                                          Three Months Ended May 31
                                             Sales and Service
                                                   Revenues                   Operating Profit
                                              1997            1996           1997         1996
                                                                        
                                                                 (In thousands)
  Lighting Equipment                 $      237,775  $        219,904  $    23,662  $    21,596
  Textile Rental                            131,786           135,756       14,040       11,519
  Chemical                                  109,813            95,657        9,438        9,394
  Envelopes                                  34,404            32,791        2,969        2,591
  Other                                       1,501            32,762          472        1,941
                                     $      515,279  $        516,870       50,581       47,041
  Corporate                                                                 (2,671)      (2,276)
  Interest expense, net                                                     (1,102)        (429)
  Total                                                                $    46,808  $    44,336

                                                           Nine Months Ended May 31
                                               Sales and Service
                                                   Revenues                    Operating Profit
                                              1997            1996           1997         1996
                                                                  (In thousands)
  Lighting Equipment                 $      688,943  $        634,636  $    65,679  $    51,750
  Textile Rental                            389,768           398,267       29,478       30,519
  Chemical                                  292,990           272,119       26,985       25,321
  Envelopes                                  99,165            92,756        7,720        6,753
  Other                                      55,542            93,848        1,419        3,921
                                     $    1,526,408  $      1,491,626      131,281      118,264
  Corporate                                                                (10,244)      (5,086)
  Interest expense, net                                                     (2,702)      (1,027)
  Total                                                                $   118,335  $   112,151





                                                                          Page 7
               NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES

       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (CONTINUED)

3.  INVENTORIES

Major  classes of  inventory  as of May 31,  1997 and  August  31,  1996 were as
follows:

                                                        May 31,       August 31,
                                                         1997            1996
                                                            (In thousands)

Raw Materials and Supplies ...................         $ 66,729         $ 73,236
Work-in-Process ..............................            8,744            9,679
Finished Goods ...............................           91,249           86,898
     Total ...................................         $166,722         $169,813


4.  NEW ACCOUNTING STANDARDS

During the first  quarter of fiscal  1997,  the  company  adopted  Statement  of
Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived  Assets and for  Long-Lived  Assets to be Disposed  of." SFAS No. 121
requires that  long-lived  assets and certain  intangibles be reviewed  whenever
events or changes in circumstances  indicate that the carrying value of an asset
may not be recoverable.  The adoption of SFAS No. 121 did not have a significant
impact on the company's financial statements.

In February,  1997, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No. 128,  "Earnings  per Share."  SFAS No. 128
supersedes APB 15, "Earnings per Share" and promulgates new accounting standards
for the computation  and manner of  presentation  of the company's  earnings per
share.  The company is required to adopt the  provisions of SFAS No. 128 for the
quarter ending February 28, 1998. Earlier application is not permitted; however,
upon adoption the company will be required to restate previously reported annual
and interim  earnings per share in  accordance  with the  provisions of SFAS No.
128.  The  adoption  of SFAS No.  128 will not  have a  material  impact  on the
computation  or manner of  presentation  of the company's  earnings per share as
currently or previously presented under APB 15. The following table represents a
reconciliation  of basic and  diluted  weighted  average  shares and a pro forma
calculation of earnings per share using the guidelines of SFAS No. 128.


                                                  Three Months Ended     Nine Months Ended
                                                      May 31                   May 31
                                                  1997     1996           1997      1996
                                                  (In thousands, except per-share data)
                                                                      

Basic weighted average shares outstanding ...    44,996    48,059        45,371    48,240

Add:  Shares of common stock assumed issued
      upon exercise of stock options using
      the "Treasury Stock" method as it
      applies to the computation of
      diluted earnings per share ............       352       323           292       225

Diluted weighted average shares outstanding .    45,348    48,382        45,663    48,465

Net earnings used in the computation of basic
and diluted earnings per share ..............   $29,434   $27,677       $74,613   $70,196

Earnings per Share:
          Basic .............................   $   .65   $   .58       $  1.64   $  1.46

          Diluted ...........................   $   .65   $   .57       $  1.63   $  1.45


5.  RECLASSIFICATIONS

Certain   amounts  in  the  1996  financial   statements  and  notes  have  been
reclassified to conform with the 1997 presentation.




Page 8

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following  discussion  should be read in conjunction  with the  consolidated
financial statements and related notes.


Financial Condition

National Service Industries' financial position remained strong at May 31, 1997.
Net working capital was $387.4  million,  compared with $409.0 million at August
31, 1996, and the current ratio was 3.0, compared with 3.1 at year end. Cash and
short-term  investments were $40.0 million compared with $59.2 million at August
31. For the nine months  ended May 31, the  company  invested  $38.5  million in
capital   expenditures   and   acquisitions.   The  percent  of  debt  to  total
capitalization was 5.1 percent,  up from 4.2 percent at August 31. Cash provided
by operating  activities was $101.4 million, up from $98.9 million for the first
nine months last year.

Capital expenditures,  exclusive of acquisition spending, were $34.2 million for
the first nine  months  this year and $48.4  million  for the same period a year
ago. The lighting equipment segment invested in facility improvements, equipment
replacements,  process improvements,  and tooling for new products,  and textile
rental  segment  spending  consisted  primarily of improvement of facilities and
replacement of equipment.  Prior-year  spending included the lighting  equipment
segment's expansion of the Mexican production facility,  equipment replacements,
process  improvements  and  tooling  for new  products  and the  textile  rental
segment's replacement and improvement of facilities, equipment and vehicles.

Current-year  acquisition  spending  of $4.3  million  was the  result  of:  the
chemical  segment's  purchase of chemical products companies in Ohio and Canada;
the lighting equipment segment's  acquisition of Lumaid, Inc., a small emergency
lighting products  manufacturer in Canada; and the third quarter acquisition for
$20.5 million in stock of Enforcer Products,  Inc., a specialty chemical company
with a retail focus. Acquisition spending was minimal in the prior-year period.

Cash from  divestitures  totaled  $31.4  million  for the nine months this year.
During the second quarter,  the insulation  business was sold for $27.1 million.
The textile rental segment divested non-strategic businesses in both the current
and  prior-year  periods,  generating  cash of $4.3  million and $11.5  million,
respectively.  During the third quarter,  the company agreed to sell, at a gain,
29 uniform  and linen  plants to G&K   Services,  Inc.  The sale  was  completed
during  the  fourth  quarter for $280 million in cash, subject to a post-closing
adjustment.

Dividend  payments totaled $40.7 million,  or 89 cents per share,  compared with
$41.5  million,  or 86 cents per share,  for the  prior-year  period.  Effective
January,  1997, the regular quarterly dividend rate was increased 3.4 percent to
30 cents per share, or an annual rate of $1.20 per share. During the first half,
the company  completed the repurchase of 2.0 million of its common  shares.  The
Board  had  previously  clarified  that  the  standing  authority  is to  reduce
outstanding  shares  by 2.0  million  per  year,  net  of  shares  reissued.  In
connection with the sale of the uniform and linen plants,  the Board  authorized
the repurchase of an additional 1.25 million shares.  Combined with the standing
authority to reduce  outstanding  shares by 2.0 million shares per year and this
additional  authorization,  the company anticipates purchasing about 1.0 million
shares during each of the next four quarters.

For  the  periods  presented,  capital  expenditures,   working  capital  needs,
dividends,  acquisitions,  and share  repurchases  were financed  primarily with
internally  generated  funds and some interim  borrowing  against the  committed
credit facility  (discussed  below).  European  operations were  supplemented by
short-term  borrowings  in the  European  market.  Contractual  commitments  for
capital and  acquisition  spending  during the coming  twelve  months  total $14
million.  For the current  fiscal  year,  the  company  expects  actual  capital
expenditures  to  be  less  than  levels  of  recent  years,  which,   excluding
acquisition  spending,  were $66 million in 1996,  $59 million in 1995,  and $43
million in 1994.  Late in fiscal 1996,  the company  negotiated the $250 million
multi-currency  committed credit facility with eleven domestic and international
banks. The company has complimentary  lines of credit totaling $132 million,  of
which $110 million is available  domestically  and $22 million is available on a
multi-currency  basis  primarily  from a European  bank.  Current liquid assets,
internally  generated  funds,  and the available credit are expected to meet the
anticipated general operating cash requirements for the next twelve months.


Results of Operations

National Service Industries'  earnings per share for the third quarter ended May
31, 1997  increased  12.1 percent to 65 cents  compared  with the same quarter a
year ago. Sales for the quarter decreased 0.3 percent to $515 million. Excluding
revenues associated with the previously divested insulation business, sales from
continuing operations increased 6.1 percent. Net income of $29.4 million was 6.3
percent  higher than the $27.7  million  reported in last year's third  quarter.
Third quarter 1997 pretax earnings included gains of $2.5 million for accounting
policy  changes for  ancillary  linen  revenue and $1.8  million  from  improved
workers'  compensation  claims  experience.  The third  quarter of 1996 included

                                                                          Page 9

gains of $6.3 million from improved  workers'  compensation  claims  experience.
Earnings  per share  increased  at a  greater  rate of 12.1  percent  due to 3.1
million fewer average  shares  outstanding  compared to the third quarter a year
ago.

For the first nine months of NSI's fiscal year,  sales  increased $34.8 million,
or 2.3 percent,  to $1.5 billion.  Net income  increased  $4.4  million,  or 6.3
percent, to $74.6 million. The 1997 year to date pre-tax earnings included gains
of $1.2 million from asset sales, $5.4 million from ongoing  favorable  workers'
compensation  claims  experience  and $6.1 million  from  changes in  accounting
policy for ancillary  linen  revenue.  Gains on asset sales were $4.6 million in
the first nine  months of 1996.  Earnings  per share for the first  nine  months
increased 12.3 percent to $1.64.

The  third   quarter  was  led  by  the  lighting   equipment   segment  as  the
non-residential  construction  market showed continued  strength,  sales through
retail stores grew and new products were introduced.  Sales advanced 8.1 percent
to $238  million for the  quarter and 8.6 percent to $689  million for the first
nine months.  Operating  income  advanced  9.6 percent to $23.7  million for the
quarter and 26.9 percent to $65.7 million for the nine months as higher volumes,
a more favorable product mix, and lower  manufacturing  costs increased profits.
Lumaid,  Inc.,  acquired  during  the first  half,  is  reported  as part of the
segment.

For the third quarter and nine months,  sales in the textile rental segment were
down 2.9 percent to $132 million and 2.1 percent to $390 million,  respectively,
as a result of previously  divested  branches.  Operating  income increased 21.9
percent to $14.0  million  from $11.5  million in the third  quarter of 1996 and
declined 3.4 percent to $29.5  million from $30.5  million last year.  Operating
income  for  the  quarter   included  a  $1.1  million   reduction  in  workers'
compensation  self  insurance  reserves and $2.5 million for  accounting  policy
changes for ancillary linen revenue. For the first nine months, operating income
included  gains of $1.3  million on asset  sales,  a $3.3  million  reduction in
workers'  compensation self insurance reserves,  and $6.0 million for accounting
policy changes for ancillary linen revenue. The impact of the accounting changes
and  workers'  compensation  adjustments  is  anticipated  to be repeated in the
fourth quarter.  The 1996 operating income included gains on asset sales of $0.1
million for the quarter and $4.3 million for the year to date.

Chemical  segment sales  advanced 14.8 percent to $110 million  during the third
quarter  and 7.7  percent  to $293  million  for the year to date as a result of
incremental  volumes from U.S. and Canadian  acquisitions.  Operating income was
flat at $9.4 million.  Operating  margins declined due in part to investments to
increase the size and  capability  of the  segment's  fully  commissioned  sales
force.  For the first nine  months,  operating  income grew 6.6 percent to $27.0
million.  The European operations  continued to report a small loss for the nine
months,  which was  slightly  greater  than the loss  last  year.  The  Enforcer
acquisition  closed on March 12,  1997,  and is reported as part of the chemical
segment.

The envelope  segment  increased  sales during the quarter by 4.9 percent to $34
million and for the nine months by 6.9 percent to $99 million.  Operating profit
improved by 14.6  percent to $3.0  million  for the  quarter  largely due to the
increased sales volume and lower manufacturing costs.  Operating profit improved
14.3 percent to $7.7 million for the first nine months.

The decrease in sales and operating  profits  disclosed in the "other"  category
reflects the divestiture of the insulation business,  which was sold on February
28, 1997, for $27.1 million in cash.

Corporate  expenses  were up $0.4 million for the third quarter and $5.2 million
year to date due to  accrued  long-term  incentive  plan  costs  and  consulting
expenses for refining strategic planning and introducing  economic profit. These
expenditures  are intended to accelerate the company's  profitable  growth.  Net
interest increased slightly due to the share repurchase initiatives.

The provision for income taxes was 37.1 percent of pretax income for the quarter
compared  to 37.6 last year and 36.9  percent  year to date  compared  with 37.4
percent for last year. Changes in the comparative  year-to-year  effective rates
resulted from  improvement  in effective  state tax rates and  variations in the
relative amounts of tax exempt income.

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 slowdown in
nonresidential  construction  awards;  (b) divestitures and other  restructuring
activities; (c) 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.



Page 10

                           PART II. OTHER INFORMATION




Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits are listed on the Index to Exhibits (page 12).

(b)  There were no reports on Form 8-K for the three months ended May 31, 1997.



                                                                         Page 11


                                   SIGNATURES



Pursuant  to the  requirements  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.     
                                              REGISTRANT


DATE    July 15, 1997       
                                               DAVID LEVY
                                 EXECUTIVE VICE PRESIDENT, ADMINISTRATION
                                               AND COUNSEL



DATE    July 15, 1997             
                                              BROCK HATTOX
                                      EXECUTIVE VICE PRESIDENT AND
                                         CHIEF FINANCIAL OFFICER



Page 12


                                INDEX TO EXHIBITS



                                                                      Page No.

EXHIBIT 10 (iii)A   Stock Option Agreement for Nonemployee Directors
                    Dated March 19, 1997 between National Service
                    Industries, Inc. and
                     (a) John L. Clendenin
                     (b) Senator Sam Nunn                                  13

EXHIBIT 11          Computations of Net Income per Share of                19
                    Common Stock

EXHIBIT 27          Financial Data Schedules                               20