EXHIBIT 10.14(C)


                             AMENDMENT NO. 2 TO THE
                        SUPPLEMENTAL RETIREMENT PLAN FOR
                 ELIGIBLE EMPLOYEES OF AECO PRODUCTS DIVISION OF
                        NATIONAL SERVICE INDUSTRIES, INC.

         THIS AMENDMENT made as of this 31st day August 1996, by National
Service Industries, Inc. ("NSI");

                              W I T N E S S E T H:

         WHEREAS, NSI has previously established the Supplemental Retirement
Plan for Eligible Employees of AECO Products Division of National Service
Industries, Inc. (the "Plan") for the exclusive benefit of its eligible
employees and their beneficiaries; and

         WHEREAS, effective as of August 31, 1996, NSI will reorganize its
operations into several newly-formed corporations and limited partnerships; and

         WHEREAS, NSI desires to amend the Plan in connection with the
reorganization; and

         WHEREAS, NSI pursuant to the power of amendment contained in Section
11.1 of the Plan, the Plan is hereby amended as follows:

                                       1.

         Section 1.1(m) of the Plan is hereby amended by deleting such section
in its entirety and substituting the following:

         "1.1(m) Company: Company shall mean the AECO Products Division of
         National Service Industries, Inc. of Georgia and any successor
         company."


         Article X of the Plan is hereby amended by deleting such article in its
entirety and substituting the following:





                                   "Article X
                                      Trust


         The benefits provided by this Plan shall be unfounded. All amounts
payable under this Plan to Participants shall be paid from the general assets of
the Company and nothing contained in this Plan shall require the Company to set
aside or hold in trust any amounts or assets for the purpose of paying benefits
to Participants. This Plan shall create only a contractual obligation on the
part of the Company and Participants shall have the status of general unsecured
creditors of the Company under the Plan with respect to amounts of Compensation
they defer hereunder or any other obligation of the Company to pay benefits
pursuant hereto. Any funds of the Company available to pay benefits pursuant to
the Plan shall be subject to the claims of general creditors of the Company, and
may be used for any purpose by the Company.

         Notwithstanding the preceding paragraph, the Company may at any time
transfer assets to a trust for purposes of paying all or any part of its
obligations under this Plan. However, to the extent provided in the trust only,
such transferred amounts shall remain subject to the claims of general creditors
of the Company. To the extent that assets are held in a trust when a
Participant's benefits under the Plan become payable, the Plan Administrator
shall direct the trustee to pay such benefits to the Participants from the
assets of the trust."

                                       3.

         Article XII of the Plan is hereby amended by adding the following new
section 12.8:

         "12.8 In consideration of each Participant's performance of valuable
services that inure to the financial benefit of National, National does hereby
agree to perform all of the obligations and responsibilities and to pay any
benefits due and owing to the Participant under the Plan if the Company fails or
is unable to do so"

                                       4.

This Amendment shall be effective August 31, 1996.

                                       5.

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







         IN WITNESS WHEREOF, NSI has caused this Amendment No. 2 to be executed
by its duly authorized corporate officer and is hereby accepted the same as of
the date and year first written above.


ATTEST:                                NATIONAL SERVICE INDUSTRIES, INC.


By:  /s/ Carol Ellis Morgan            By: /s/ David Levy
     --------------------------            -------------------------------------
         Carol Ellis Morgan                    David Levy
         Assistant Secretary                   Executive Vice President
                                               Administration and Counsel

         The undersigned employer does hereby agree to adopt the Plan this 31st
day of August, 1996.

                                       NATIONAL SERVICE INDUSTRIES, INC.
                                       OF GEORGIA


                                       By:  /s/ David Levy
                                            ------------------------------------
                                                Executive Vice President,
                                                Administration and Counsel