Exhibit 10(iii)A (2)


                                AMENDMENT NO. 1
                                     TO THE
                       NATIONAL SERVICE INDUSTRIES, INC.
                      LONG-TERM ACHIEVEMENT INCENTIVE PLAN
                (As amended and restated as of January 5, 2000)


         THIS AMENDMENT made as of the 3rd day of January, 2002, by National
Service Industries, Inc., a Delaware corporation (the "Company");

                                  WITNESSETH:

         WHEREAS, the Company has previously established the National Service
Industries, Inc. Long-Term Achievement Incentive Plan (the "Plan") for the
benefit of its eligible employees and their beneficiaries; and

         WHEREAS, the Company now desires to amend the Plan in the manner
provided below; and

         NOW, THEREFORE, the Plan is hereby amended effective as of January 7,
2002, as follows:

                                       1.

         Section 8 of the Plan is hereby amended by deleting the fourth
sentence of such section and substituting the following therefor:

                  "The aggregate maximum number of Shares that may be awarded
         under a Restricted Stock Award and an Award of Performance Shares and
         Performance Units to a Participant during any fiscal year of the
         Company is 200,000 Shares and Units."

                                       2.

         Section 9(a) of the Plan is hereby amended by deleting the last
paragraph of such subsection and substituting the following therefor:

                  "The aggregate maximum number of Performance Units and
         Performance Shares and Shares of Restricted Stock a Participant may be
         awarded for any fiscal year of the Company shall be 200,000 Units and
         Shares."





                                       3.

         This Amendment shall be effective as of January 7, 2002 (after the
effectiveness of the Company's reverse stock split, such that the 200,000 Units
and Shares referred to above will not be further adjusted for the Company's
reverse stock split).

                                       4.

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


         IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be
executed by its duly authorized corporate officers as of the date and year
first written above.


ATTEST:                                     NATIONAL SERVICE INDUSTRIES, INC.


By: /s/ Carol Ellis Morgan                  By: /s/ Brock A. Hattox
   --------------------------------            --------------------------------


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