Page 1 of 48
                                                        Exhibit Index on Page 12

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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



For quarter ended February 28, 1998                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.

Common Stock - $1.00 Par Value - 42,438,799 shares as of  March 31, 1998.       




 Page 2




               NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES

                                      INDEX


                                                                        Page No.

PART I.  FINANCIAL INFORMATION

      ITEM 1.  FINANCIAL STATEMENTS

           CONSOLIDATED BALANCE SHEETS -
           FEBRUARY 28, 1998 AND AUGUST 31, 1997                           3

           CONSOLIDATED STATEMENTS OF INCOME -
           THREE MONTHS AND SIX MONTHS ENDED
           FEBRUARY 28, 1998 AND 1997                                      5

           CONSOLIDATED STATEMENTS OF CASH FLOWS -
           SIX MONTHS ENDED FEBRUARY 28, 1998 AND 1997                     5

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                     6-7

      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS                  8-9

PART II.  OTHER INFORMATION

      ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS          10

      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)

                                                  February 28,     August 31,
                                                      1998            1997
                                                 
ASSETS                                              (Unaudited)
Current Assets: 
  Cash and cash equivalents                       $       69,030    $     57,123
  Short-term investments                                      58         205,302
  Receivables, less reserves for doubtful 
     accounts of $6,054 at February 28, 1998             268,988         258,689
     and $4,302 at August 31, 1997
  Inventories, at the lower of cost                      193,136         179,046
     (on a first-in, first-out basis) or market
  Linens in service, net of amortization                  59,553          60,805
  Deferred income taxes                                   21,684          13,077
  Prepayments                                              9,986           6,716
                                                 
    Total Current Assets                                 622,435         780,758
                                                 
Property, Plant, and Equipment, at cost:
  Land                                                    20,442          19,911
  Buildings and leasehold improvements                   143,744         138,933
  Machinery and equipment                                463,928         434,194
                                                 
    Total Property, Plant, and Equipment                 628,114         593,038
 Less-Accumulated depreciation and amortization          374,416         356,308
                                                 
    Property, Plant, and Equipment-net                   253,698         236,730
                                                 
Other Assets:
  Goodwill and other intangibles                          54,024          50,166
  Other                                                   38,122          38,698
                                                 
    Total Other Assets                                    92,146          88,864
                                                 
       Total Assets                                  $   968,279      $1,106,352
                                                 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Current maturities of long-term debt               $        93      $      116
  Notes payable                                            6,534           5,773
  Accounts payable                                        85,197         101,512
  Accrued salaries, commissions, and bonuses              24,908          34,776
  Current portion of self-insurance reserves              12,616          12,540
  Accrued taxes payable                                       --          38,351
  Other accrued liabilities                               74,514          88,932
                                                 
    Total Current Liabilities                            203,862         282,000
                                                 
Long-Term Debt, less current maturities                   26,157          26,197
                                                 
Deferred Income Taxes                                     45,759          34,093
                                                 
Self-Insurance Reserves, less current portion             49,201          57,056
                                                 
Other Long-Term Liabilities                               41,553          35,193
                                                 
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                 57,919          57,919
  Paid-in capital                                         25,934          25,521
  Retained earnings                                      864,209         841,045
                                                 
                                                         948,062         924,485
  Less-Treasury stock, at cost (15,645,861 shares
     at February 28, 1998 and 13,719,834 shares 
     at August 31, 1997)                                 346,315         252,672
                                                 
    Total Stockholders' Equity                           601,747         671,813
                                                 
       Total Liabilities and Stockholders' Equity    $   968,279      $1,106,352
                                                 

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      
                                                           FEBRUARY 28          
                                                 
(In thousands, except per-share data)                  1998           1997      
                                                 

Sales and Service Revenues:
      Net sales of products                            $  401,867     $  371,384
      Service revenues                                     77,544        127,852
                                                 
           Total Revenues                                 479,411        499,236
                                                 

Costs and Expenses:
      Cost of products sold                               247,415        235,313
      Cost of services                                     45,947         75,197
      Selling and administrative expenses                 150,851        155,148
      Interest (income) expense, net                         (402)           950
      Other (income) expense, net                          (1,712)           441
                                                 
           Total Costs and Expenses                       442,099        467,049
                                                 

Income before Provision for Income Taxes                   37,312         32,187

Provision for Income Taxes                                 13,824         11,842
                                                 

Net Income                                            $    23,488     $   20,345
                                                 

Per Share:
      Basic earnings per share                        $       .55     $      .45
                                                 
        Weighted Average Number of Shares              
            Outstanding (thousands)                        42,765         44,994
                                                 

      Diluted earnings per share                      $       .54      $     .45
                                                 
        Adjusted Weighted Average Number of Shares
            Outstanding (thousands)                        43,318         45,296
                                                 

      Cash dividends                                  $       .31      $     .30
                                                 












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

Page 4

             NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
              (Dollar amounts in thousands, except per-share data)


                                                        SIX MONTHS ENDED
                                                           FEBRUARY 28
                                                 
(In thousands, except per-share data)                   1998           1997
                                                   

Sales and Service Revenues:
      Net sales of products                            $  811,385    $   753,147
      Service revenues                                    155,610        257,982
                                                   
           Total Revenues                                 966,995      1,011,129
                                                   

Costs and Expenses:
      Cost of products sold                               496,506        471,917
      Cost of services                                     91,095        150,775
      Selling and administrative expenses                 303,479        313,530
      Interest (income) expense, net                       (2,404)         1,600
      Other (income)expense, net                           (1,348)         1,780
                                                   
           Total Costs and Expenses                       887,328        939,602
                                                   

Income before Provision for Income Taxes                   79,667         71,527

Provision for Income Taxes                                 29,511         26,348
                                                   

Net Income                                            $    50,156   $     45,179
                                                   

Per Share:
      Basic earnings per share                        $      1.16   $        .99
                                                   
        Weighted Average Number of Shares              
            Outstanding (thousands)                        43,260         45,468
                                                   

      Diluted earnings per share                    $        1.15   $        .99
                                                   
        Adjusted Weighted Average Number of Shares
            Outstanding (thousands)                        43,752         45,749
                                                   

      Cash dividends                                $         .61   $        .59
                                                   












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)

                                                           SIX MONTHS ENDED
                                                              FEBRUARY 28
                                                   
                                                             1998         1997
                                                   

Cash Provided by (Used for) Operating Activities
    Net income                                             $ 50,156    $  45,179
    Adjustments to reconcile net income to net cash 
      provided by operating activities:
        Depreciation and amortization                        23,817       29,507
        Provision for losses on accounts receivable           1,904        2,283
        Gain on the sale of property, plant, and equipment  (2,691)        (243)
        Gain on the sale of businesses                      (1,961)        (924)
        Change in noncurrent deferred income taxes           11,666        1,383
        Change in assets and liabilities net of effect of 
          acquisitions and divestitures-
           Receivables                                     (11,292)       12,220
           Inventories and linens in service, net          (13,103)          321
           Deferred income taxes                            (8,525)      (7,879)
           Prepayments and other                            (3,215)      (5,370)
           Accounts payable and accrued liabilities        (79,154)     (17,426)
           Self-insurance reserves and other 
                 long-term liabilities                      (1,495)      (2,280)
                                                   
                    Net Cash Provided by (Used for) 
                    Operating Activities                   (33,893)       56,771
                                                   

Cash Provided by (Used for) Investing Activities
    Change in short-term investments                        205,244        --
    Purchases of property, plant, and equipment            (38,418)     (20,190)
    Sale of property, plant, and equipment                    1,907        2,833
    Sale of businesses                                        2,464       31,259
    Acquisitions                                            (6,077)      (3,609)
    Change in other assets                                    1,755          729
                                                   
       Net Cash Provided by Investing Activities            166,875       11,022
                                                   

Cash Provided by (Used for) Financing Activities
    Change in notes payable                                   (544)      (1,039)
    Change in long-term debt                                  (309)        6,862
    Recovery of investment in tax benefits                      --           661
    Deferred income taxes from investment in tax benefits       --       (1,972)
    Purchase of treasury stock, net                        (93,230)     (71,090)
    Cash dividends paid                                    (26,684)     (27,079)
                                                   
       Net Cash Used for Financing Activities             (120,767)     (93,657)
                                                   

Effect of Exchange Rate Changes on Cash                       (308)      (2,150)
                                                   

Net Change in Cash and Cash Equivalents                      11,907     (28,014)

Cash and Cash Equivalents at Beginning of Period             57,123       58,662
                                                   

Cash and Cash Equivalents at End of Period                $  69,030    $  30,648
                                                   

Supplemental Cash Flow Information:
    Income taxes paid during the period                   $  62,762    $  38,296
    Interest paid during the period                           3,502        2,862

Noncash Investing and Financing Activities:
    Noncash aspects of sale of businesses--
       Receivables incurred                               $     --     $     347
       Liabilities assumed                                      178          507

    Noncash aspects of acquisitions--
       Liabilities assumed or incurred                    $   2,061    $     886

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 condensed  consolidated balance sheet as of
August 31, 1997 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  February  28,  1998,  the  consolidated  results  of
operations for the three months and six months ended February 28, 1998 and 1997,
and the  consolidated  cash flows for the six months ended February 28, 1998 and
1997.  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,  1997.  The  results  of
operations  for the three months and six months ended  February 28, 1998 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 February 28
                        
                             Sales and Service
                                 Revenues                 Operating Profit
                        
                             1998           1997           1998          1997
                        
                                              (In thousands)
  Lighting Equipment     $   260,079    $   223,721    $   22,889   $     20,645
  Chemical                   107,085         87,695         8,531          6,624
  Textile Rental              77,544        127,852         6,687          7,301
  Envelope                    34,703         33,410         1,935          2,638
  Other                         --           26,558            --          (632)
                        
                         $   479,411    $   499,236        40,042         36,576
                        
  Corporate                                               (3,132)        (3,439)
  Interest income (expense), net                              402          (950)
                                                   
  Total                                                $   37,312   $     32,187
                                                   

                                       Six Months Ended February 28
                        
                             Sales and Service
                                 Revenues                 Operating Profit
                        
                           1998           1997           1998          1997
                        
                                              (In thousands)
  Lighting Equipment     $   528,737    $    451,168   $   50,526    $    42,017
  Chemical                   212,944         183,177       17,145         17,547
  Textile Rental             155,610         257,982       12,818         15,438
  Envelope                    69,704          64,761        4,469          4,751
  Other                           --          54,041           --            947
                        
                        
                         $   966,995    $  1,011,129       84,958         80,700
                        
  Corporate                                               (7,695)        (7,573)
  Interest income (expense), net                            2,404        (1,600)
                                                    
  Total                                                $   79,667    $    71,527
                                                    




                                                                          Page 7

3. INVENTORIES:

Major  classes of  inventory as of February 28, 1998 and August 31, 1997 were as
follows:

                                        February 28,                  August 31,
                                           1998                         1997
                                        
                                                      (In thousands)
Raw Materials and Supplies              $    73,875                 $     71,266
Work-in-Process                              10,542                       10,572
Finished Goods                              108,719                       97,208
                                       
     Total                              $   193,136                 $    179,046
                                       



4.  NEW ACCOUNTING STANDARD

During the quarter ending  February 28, 1998, the company  adopted  Statement of
Financial  Accounting  Standards (SFAS) No. 128,  "Earnings per Share." SFAS No.
128 supersedes Accounting Principles Board Opinion No. 15, "Earnings per Share,"
and  promulgates  new  accounting  standards for the  computation  and manner of
presentation of the company's  earnings per share.  The adoption of SFAS No. 128
did not have a material  impact on the  computation or manner of presentation of
the company's  earnings per share as previously  presented under APB 15. Exhibit
11 represents a reconciliation  of basic and diluted weighted average shares and
a calculation of earnings per share using the guidelines of SFAS No. 128.

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  maintained a strong financial position at February
28, 1998. Net working capital was $418.6  million,  compared with $498.8 million
at August 31,  1997,  and the  current  ratio was 3.1 versus 2.8 as of year end.
Cash and short-term investments were $69.1 million, compared with $262.4 million
at August 31. For the six months ended  February 28, the company  invested $44.5
million in capital  expenditures and acquisitions.  The company also spent $93.2
to repurchase 2.0 million shares of its common stock.  Operating activities used
$33.9  million  in cash due  largely to  investment  in  inventories  to support
increased  sales,  the  payment  of taxes  associated  with the gain on the 1997
disposal of linen plants, and funding of restructuring activities. Cash provided
by  operating  activities  was $56.8  million for the first half last year.  The
percent of debt to total  capitalization was 5.2 percent, up from 4.6 percent at
August 31.

Capital expenditures,  exclusive of acquisition spending, were $38.4 million for
the  first  half this year and  $20.2  million  for the same  period a year ago.
Current-year   spending   consisted   primarily  of  facility   expansions   and
manufacturing process improvements in the lighting equipment segment, efficiency
improvements and replacements of processing equipment and information systems in
the textile  rental  segment,  and facility and  machinery  replacements  in the
envelope segment.  In the prior-year first half, the lighting  equipment segment
invested   in   facilities   improvements,   equipment   replacements,   process
improvements, and tooling for new products while textile rental segment spending
consisted primarily of improvement of facilities and replacement of equipment.

Current  year  acquisition  spending  of $6.1  million  was due to the  chemical
segment's  purchase of Pure Corporation,  a specialty  chemical company with its
core businesses in Indiana,  Pennsylvania, and New York. Acquisition spending of
$3.6  million  in the  prior  year was  primarily  the  result  of the  chemical
segment's  purchase of chemical  products  companies  in Ohio and Canada and the
lighting  equipment  segment's  acquisition of Lumaid,  Inc., a small  emergency
lighting products manufacturer in Canada.

During the first  half of fiscal  1998,  year-end  restructuring  reserves  were
reduced by $4.3 million primarily for exit costs associated with the disposal of
facilities and consolidation of operations and severance-related costs.

Dividend  payments for the six months  totaled  $26.7  million,  or 61 cents per
share,  compared with $27.1 million,  or 59 cents per share,  for the prior-year
period.  Effective  January,  1998,  the  regular  quarterly  dividend  rate was
increased 3.3 percent to 31 cents per share,  or an annual calendar year rate of
$1.24 per share.  During the first half of fiscal 1998, the company  repurchased
2.0 million of its common shares.

For  the  periods  presented,  capital  expenditures,   working  capital  needs,
dividends,  acquisitions,  and share  repurchases  were financed  primarily with
internally generated funds.  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 $25 million.  The
company  expects actual capital  expenditures in 1998 to be somewhat higher than
the 1997 level. Capital expenditures,  excluding acquisition spending,  were $49
million in 1997,  $66 million in 1996,  and $59 million in 1995.  Late in fiscal
1996,  the company  negotiated a $250 million  multi-currency  committed  credit
facility  with  eleven  domestic  and  international   banks.  The  company  has
complimentary  lines of credit  totaling  $62  million,  of which $40 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 credit,  either  through the  existing  facility or the capital debt
markets,  are expected to meet anticipated  general  operating cash requirements
for the next twelve months.

Over the past year, the company has devoted  significant  internal  resources in
addressing  the  expected  impact  of the Year  2000  issue  on its  information
technology  infrastructure.  At this point in time, the company does not believe
that its  expenditures  relating  to the Year 2000  issue  will have a  material
impact on its financial position,  results of operations,  liquidity,  or future
business strategy.

Results of Operations

National  Service  Industries'  basic  earnings per share for the second quarter
ended  February 28, 1998  increased  22.2 percent to .55 cents compared with the
second quarter a year ago.  Diluted earnings per share of .54 cents increased 20
percent over the prior year period.  Second  quarter sales,  excluding  divested
businesses,  increased  10.8  percent  while  reported  sales of $479.4  million
decreased  4.0 percent  from the second  quarter a year ago. Net income of $23.5
million was 15.4 percent higher than last year's reported earnings of $20.3

Page 9
million.  Included  in net  income  were  pretax  gains from the sale of uniform
rental  contracts  of $1.8  million in 1998 and assets of $0.5  million in 1997.
Higher net income and a 2.2  million  reduction  in average  shares  outstanding
increased earnings per share 22.2 percent over the prior year's second quarter.

For the first half of fiscal  year 1998,  sales grew by 11.0  percent  excluding
divested operations. Reported sales decreased 4.4 percent to $967.0 million. Net
income increased $5.0 million, or 11.0 percent, to $50.2 million. The 1998 first
half pretax earnings  included gains of $1.8 million from the sale of additional
uniform rental contracts  compared with $1.0 million from asset sales during the
first half of 1997.  Basic earnings per share for the first six months increased
17.2 percent to $1.16 per share, while diluted earnings per share increased 16.2
percent to $1.15.

The lighting  equipment  segment once again led the company in performance  with
reported  sales of $260.1  million for the second quarter and $528.7 million for
the first  half,  increases  of 16.3  percent  and 17.2  percent,  respectively.
Operating income advanced 10.9 percent to $22.9 million for the quarter and 20.3
percent to $50.5 million for the first half.  Sales growth  continued to reflect
strong  demand in  nonresidential  construction  and  market  acceptance  of new
products.  Margins  as a percent  of sales  decreased  as a result of  increased
product development spending,  marketing program expenses, and the ramping up of
manufacturing   resources   necessary  to  meet   anticipated   summer  shipment
requirements.  It is expected  that margin rates will improve in the second half
of the year.

Chemical  segment sales  increased 22.1 percent to $107.1 million for the second
quarter and 16.3 percent to $212.9 million for the first half due largely to the
Enforcer  acquisition  in last year's  third  quarter.  As a result of increased
retail  channel  volume,  operating  income  increased to $8.5 million from last
year's $6.6  million for the second  quarter,  in spite of lower margin rates in
the remaining  operations;  and operating income decreased to $17.1 million from
$17.5  for the  first  half.  This  decline  in  margins  resulted  from  higher
manufacturing  costs  and  continued   initiatives   underway  to  increase  the
effectiveness  of  the  direct  sales  force.   During  the  quarter,   Enforcer
successfully  introduced  Zep  maintenance  products to 600 home  center  stores
throughout the United States.

Sales of the textile  rental  segment  declined 39.3 percent from $127.9 million
for the second  quarter and 39.7 percent from $451.2  million for the six months
as a result of the  divestiture  of the segment's  uniform plants late in fiscal
1997.  Excluding  the  divested  units,  sales  were  slightly  above last year.
Operating  income declined to $6.7 million from last year's $7.3 million for the
second  quarter  and to $12.8  million  from $15.4  million  for the first half.
Included in operating  income were gains on additional  sales of uniform  rental
contracts  of $1.8  million  in 1998 and asset  sales of $0.5  million  in 1997.
Excluding the divested plants,  year-to-year operating margins improved due to a
number  of cost  reduction,  sales,  and  pricing  initiatives.  Since  the 1997
divestiture,  the  segment  is  operating  more  efficiently  and is  delivering
positive economic profit.

Envelope  segment  sales  increased  3.9 percent to $34.7 million for the second
quarter and 7.6 percent to $69.7 million for the six months.  Operating  profits
decreased  26.6  percent to $1.9 million for the quarter and 5.9 percent to $4.5
million  for the first  half.  The  decline  in  profits  was due  partially  to
increased   manufacturing   costs  resulting  form  the  relocation  of  Atlanta
operations  into a new  facility  and  costs of  increasing  production  to meet
forecasted  sales demand.  Margin rates are  anticipated  to recover in the last
half of the  year.  Early in  March,  the  company  completed  the  purchase  of
Pennsylvania-based   Allen  Envelope  Corporation,   an  action  that  increased
geographical coverage and accelerated growth of the segment.

Proceeds of approximately $300 million derived from the 1997 sale of the textile
rental and insulation  assets  contributed to higher  interest income and funded
the  repurchase of 2.0 million  shares of company stock during the first half of
the fiscal year.

The provision for income taxes was 37.0 percent of pretax income for the quarter
and the half, compared with 36.8 percent for each of the prior-year periods.

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  compan'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,
enhanced sales force, new products,  and improved  customer  service;  (c) share
repurchases; and (d) acquisitions.



Page 10

                           PART II. OTHER INFORMATION




Item 4.  Submission of Matters to a Vote of Security Holders

At the annual  meeting of  stockholders  held January 7, 1998,  all nominees for
director were elected to the board without  opposition  and Arthur  Andersen LLP
was appointed as  independent  auditor for the current fiscal year. In addition,
stockholders voted on the following:
                                                         Votes Cast
                                             
                                              Affirmative  Negative  Abstentions
Proposal to approve the National Service
Industries, Inc. Employee Stock Purchase Plan  35,425,815  1,006,827     467,912

There were 1,500,000 treasury shares reserved for issuance under the plan.



Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits are listed on the Index to Exhibits (page 13).

(b) There were no reports on Form 8-K for the three  months  ended  February 28,
    1998.




                                                                         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  April  14, 1998                                   /s/David Levy           
                                                           DAVID LEVY
                                        EXECUTIVE VICE PRESIDENT, ADMINISTRATION
                                                         AND COUNSEL



DATE  April 14, 1998                                    /s/Brock Hattox         
                                                           BROCK HATTOX
                                                    EXECUTIVE VICE PRESIDENT AND
                                                      CHIEF FINANCIAL OFFICER




Page 12

                                INDEX TO EXHIBITS

 
                                                                        Page No.

EXHIBIT 3      Certification of Amendment and 
                   Restated Certificate of Incorporation                   13

EXHIBIT 11     Computation of Net Income per Share of Common Stock         37

EXHIBIT 27     Financial Data Schedules

                  (1)   Financial Data Schedule for the Quarter Ended  
                           February 28, 1998                               38

                  (2)   Restated Financial Data Schedule 
                           for the Quarter Ended November 30, 1997         39

                  (3)   Restated Financial Data Schedule 
                           for the Year Ended August 31, 1997              40

                  (4)   Restated Financial Data Schedule
                           for the Quarter Ended May 31, 1997              41

                  (5)   Restated Financial Data Schedule
                           for the Quarter Ended February 28, 1997         42

                  (6)   Restated Financial Data Schedule
                           for the Quarter Ended November 30, 1996         43

                  (7)   Restated Financial Data Schedule
                           for the Year Ended August 31, 1996              44

                  (8)   Restated Financial Data Schedule 
                           for the Quarter Ended May 31, 1996              45

                  (9)   Restated Financial Data Schedule 
                           for the Quarter Ended February 29, 1996         46

                  (10)  Restated Financial Data Schedule
                           for the Quarter Ended November 30, 1995         47

                  (11)  Restated Financial Data Schedule 
                           for the Year Ended August 31, 1995              48