Three functional polyphosphazenses with photo-conducting and NLO moieties as side chains were prepared by nucleophilic substitution reaction of poly(dichlorophosphazene) with photo-conducting and NLO organic molecules such as carbazole, 9-hydroxyethyl-3-(nitrophenylazo)carbazole, dispersed red and p-nitroaniline. The polymers were characterized by FTIR, UV-vis, elemental analysis, and thermal analyses.