EXHIBIT 23.2

                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

     Section 11(a) of the  Securities  Act of 1933, as amended (the  "Securities
Act"), provides that if any part of a registration  statement,  at the time such
part becomes  effective,  contains an untrue  statement of a material fact or an
omission to state a material fact required to be stated  therein or necessary to
make the  statements  therein not  misleading,  any person  acquiring a security
pursuant to such registration statement (unless it is proved that at the time of
such  acquisition  such person knew of such untruth or omission) may sue,  among
others,  every  accountant  who has consented to be named as having  prepared or
certified  any part of the  registration  statement,  or as having  prepared  or
certified  any  report  or  valuation  which  is used  in  connection  with  the
registration  statement,  with  respect to the  statement  in such  registration
statement, report or valuation which purports to have been prepared or certified
by the accountant.

     This  Annual  Report  on  Form  11-K  is  incorporated  by  reference  into
Registration  Statements  on  Forms  S-8,  File  Nos.  033-47528  and  033-26056
(collectively, the "Registration Statements"), of Rollins, Inc. ("Rollins"). For
purposes of  determining  any liability  under the  Securities  Act, this Annual
Report  is  deemed  to be a new  registration  statement  for each  Registration
Statement into which it is incorporated by reference.

     As recommended by Rollins's Audit  Committee,  Rollins's Board of Directors
dismissed  Arthur  Andersen  LLP  ("Andersen")  on July  23,  2002 as  Rollins's
independent accountants. See Rollins's Current Report on Form 8-K filed July 24,
2002 for more information.  After reasonable efforts, Rollins has been unable to
obtain  Andersen's  written consent to the  incorporation  by reference into the
Registration  Statements  of its audit  reports  with  respect to the  financial
statements  for the  Rollins  401(k)  plan as of and for the fiscal  years ended
December 31, 2001 and 2000.

     Under these circumstances,  Rule 437a under the Securities Act permits this
Form 11-K to be filed without a written  consent from  Andersen.  However,  as a
result,  with respect to transactions in Rollins  securities or interests in the
Rollins  401(k)  plan  pursuant  to  the  Registration   Statements  that  occur
subsequent  to the date  this  Annual  Report  on Form  11-K is  filed  with the
Securities and Exchange  Commission,  Andersen may not have any liability  under
Section 11(a) of the Securities Act for any untrue statements of a material fact
contained in the financial  statements audited by Andersen or any omissions of a
material fact required to be stated therein. Accordingly, you might be unable to
assert a claim  against  Andersen  under  Section  11(a) of the  Securities  Act
because  Andersen has not consented to the  incorporation  by reference into the
Registration  Statements of the copy of its audit report for the periods  ending
December 31, 2001 and 2000 which are reproduced  herein.  To the extent provided
in Section  11(b)(3)(C) of the Securities  Act,  however,  other persons who are
potentially  subject to liability  under  Section 11(a) of the  Securities  Act,
including Rollins' officers and directors, may still rely on Andersen's original
audit  reports as being made by an expert for  purposes  of  establishing  a due
diligence  defense under Section 11(b) of the  Securities  Act.  These facts may
have the effect of limiting the ability of Rollins investors and participants in
the 401(k) plan to recover any losses  suffered in connection  with the purchase
or  sale  of  Rollins  securities  due to  material  inaccuracies  or  omissions
contained in the financial  statements  reproduced herein for the periods ending
December 31, 2001 and 2000.



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