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                                                         Exhibit 10(iii)A(19)(c)
                                                                            
                               AMENDMENT NO. 2 TO
                        NATIONAL SERVICE INDUSTRIES, INC.
                  NONEMPLOYEE DIRECTOR DEFERRED STOCK UNIT PLAN


     This  Amendment is made as of the 31st day of December,  1997,  by National
Service Industries, Inc. (the "Corporation").
                             
                              W I T N E S S E T H:

         WHEREAS,  the  Corporation   previously  established  and  amended  the
National Service Industries,  Inc. Nonemployee Director Deferred Stock Unit Plan
(the  "Plan")  for the  benefit  of  directors  of the  Corporation  who are not
employees of the Corporation or any Subsidiary (as defined in the Plan); and

         WHEREAS, pursuant to the power of amendment contained in Section 7.1 of
the Plan, by action of the Board of Directors of the Corporation  taken December
17,  1997 and  effective  on the date  hereof,  the Plan is  hereby  amended  as
follows:

                                       1.

         Article 5 of the Plan is hereby amended,  effective  December 31, 1997,
by renumbering Section 5.5 as 5.6 and inserting the following as Section 5.5:

                  5.5 Merger with  Deferred  Compensation  Plan.  The account of
         each Eligible  Director who  participates  in the  Directors'  Deferred
         Compensation  Plan shall be  credited  as of the close of  business  on
         December 31, 1997,  with the number of Deferred Stock Units (rounded to
         the  nearest  hundredth)  equal  to such  Eligible  Director's  account
         balance in the Directors'  Deferred  Compensation  Plan as of that date
         divided by the Fair Market Value.

                                       2.

         Except as provided  herein,  the provisions of the Plan shall remain in
full force and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
2 as of the day and year first written above.


ATTEST:                                        NATIONAL SERVICE INDUSTRIES, INC.




/s/ Carol Ellis Morgan               By:  /s/ James S. Balloun
Assistant Secretary                       James S. Balloun
                                          Chairman of  the Board, President  and
                                          Chief Executive Officer