SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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/ / Preliminary Proxy Statement
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/X/ Definitive Proxy Statement
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/ / Soliciting Material Pursuant to Section240.14a-12

ROLLINS, INC.
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(Name of Registrant as Specified In Its Charter)

N/A
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

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[Rollins, Inc. Logo]

ROLLINS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
2170 PIEDMONT ROAD, N.E., ATLANTA, GEORGIA 30324

TO THE HOLDERS OF THE COMMON STOCK:

PLEASE TAKE NOTICE that the 2001 Annual Meeting of Stockholders of
Rollins, Inc., a Delaware corporation (the "Company"), will be held at the
Company's offices located at 2170 Piedmont Road, N.E., Atlanta, Georgia on
Tuesday, April 24, 2001, at 10:00 A.M., or any adjournment thereof, for the
following purposes:

(a) To elect two Class III directors to the Board of Directors;

(b) To transact such other business as may properly come before the meeting
or any adjournment thereof.

The Proxy Statement dated March 19, 2001, is attached.

The Board of Directors has fixed the close of business on February 26, 2001,
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the meeting.

Stockholders who do not expect to be present at the meeting are urged to
complete, date, sign, and return the enclosed proxy. No postage is required if
the enclosed envelope is used and mailed in the United States.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Michael W. Knottek

Michael W. Knottek, SECRETARY

Atlanta, Georgia
March 19, 2001

PROXY STATEMENT

This Proxy Statement and a form of proxy were first mailed to stockholders
on or about March 23, 2001. The following information concerning the enclosed
proxy and the matters to be acted upon at the Annual Meeting of Stockholders to
be held on April 24, 2001, is submitted by the Company to the stockholders for
their information.

SOLICITATION OF AND POWER TO REVOKE PROXY

A form of proxy is enclosed. Each proxy submitted will be voted as directed,
but if not otherwise specified, proxies solicited by the Board of Directors of
the Company will be voted in favor of the candidates for election to the Board
of Directors.

A stockholder executing and delivering a proxy has power to revoke the same
and the authority thereby given at any time prior to the exercise of such
authority, if he so elects, by contacting either proxy holder.

CAPITAL STOCK

The outstanding capital stock of the Company on February 26, 2001 consisted
of 30,144,966 shares of Common Stock, par value $1.00 per share. Holders of
Common Stock are entitled to one vote (non-cumulative) for each share of such
stock registered in their respective names at the close of business on
February 26, 2001, the record date for determining stockholders entitled to
notice of and to vote at the meeting or any adjournment thereof.

A majority of the outstanding shares will constitute a quorum at the Annual
Meeting. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
In accordance with General Corporation Law of the state of Delaware, the
election of the nominees named herein as Directors will require the affirmative
vote of a plurality of the votes cast by the shares of Company Common Stock
entitled to vote in the election provided that a quorum is present at the Annual
Meeting. In the case of a plurality vote requirement (as in the election of
directors), where no particular percentage vote is required, the outcome is
solely a matter of comparing the number of votes cast for each nominee, and
hence only votes for director nominees (and not abstentions or broker non-votes)
are relevant to the outcome.

The names of the executives named in the Summary Compensation Table and the
name and address of each stockholder who owned beneficially five percent (5%) or
more of the shares of Common Stock of the Company on February 26, 2001, together
with the number of shares so owned and the percentage of outstanding shares that
ownership represents, and information as to Common Stock ownership of the
executive officers and directors of the Company as a group (according to
information received by the Company) is set out below:

AMOUNT PERCENT OF
BENEFICIALLY OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED (1) SHARES
- ------------------------------------ ------------- -----------

R. Randall Rollins.......................................... 13,165,917(2) 43.7
Chairman of the Board and Chief Executive Officer
2170 Piedmont Road, N.E.
Atlanta, Georgia

Gary W. Rollins............................................. 13,734,489(3) 45.6
President and Chief Operating Officer
2170 Piedmont Road, N.E.
Atlanta, Georgia

AMOUNT PERCENT OF
BENEFICIALLY OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED (1) SHARES
- ------------------------------------ ------------- -----------

Mario Gabelli............................................... 6,307,169(4) 20.9
One Corporate Center
Rye, New York 10020

Michael W. Knottek.......................................... 863,687(5) 3.0
Vice President and Secretary

Harry J. Cynkus............................................. 11,300(6) --
Chief Financial Officer and Treasurer

All Directors and Executive Officers as a group (8 15,735,743(7) 52.2
persons)..................................................

- ------------------------

(1) Except as otherwise noted, the nature of the beneficial ownership for all
shares is sole voting and investment power.

(2) Includes 165,872 shares of the Company held as Trustee, Guardian, or
Custodian for his children. Also includes 2,079,700 shares of the Company
held in five trusts of which he is a Co-Trustee and as to which he shares
voting and investment power. Does not include 62,020* shares of the Company
held by his wife. Also includes 10,419,000 shares owned by LOR, Inc.
Mr. Rollins is an officer, director and stockholder of LOR, Inc. Also
includes 432,000 shares owned by The Rollins Holding Company. Mr. Rollins is
an officer, director and stockholder of Rollins Holding Company, Inc. Also
includes 50,010 shares owned by the RWR Investment Partnership, a Georgia
limited partnership, of which Mr. Rollins is the sole general partner.

(3) Includes 371,162 shares of the Company held as Custodian for the
grandchildren of his brother, R. Randall Rollins, and 2,046,100 shares of
the Company in five trusts of which he is Co-Trustee and as to which he
shares voting and investment power. Does not include 67,720* shares of the
Company held by his wife. Also includes 10,419,000 shares owned by
LOR, Inc. Mr. Rollins is an officer, director and stockholder of LOR, Inc.
Also includes 432,000 shares owned by The Rollins Holding Company.
Mr. Rollins is an officer, director and stockholder of Rollins Holding
Company, Inc.

(4) Based upon information received by the Company, an aggregate of 6,307,169
shares of Company Common Stock are beneficially owned by Mario Gabelli and
entities controlled directly or indirectly by Mario Gabelli as follows:
GAMCO Investors, Inc., 4,526,169 shares; Gabelli Funds, L.L.C., 1,777,000
shares; and Mr. Mario Gabelli, 4,000 shares. GAMCO Investors, Inc. does not
have authority to vote 148,500 shares of the total 4,526,169 held. Several
of these entities share voting and disposition powers with respect to the
shares of Company Common Stock held by them.

(5) Includes options to purchase 31,800 shares, which are currently exercisable
or will become exercisable within 60 days of the date hereof. This excludes
options to purchase 55,200 shares that are not currently exercisable and
will not become exercisable within 60 days of the date hereof. Also includes
831,387 shares held by the Rollins 401(k) Plan as to which Mr. Knottek has
voting power.

(6) Mr. Cynkus owns less than 1% of outstanding shares. This includes options to
purchase 10,800 shares, which are currently exercisable or will become
exercisable within 60 days of the date hereof. This excludes options to
purchase 16,200 shares that are not currently exercisable and will not
become exercisable within 60 days of the date hereof.

(7) Shares held in trusts as to which more than one officer and/or director are
Co-Trustees have been included only once. These shares include shares held
by LOR, Inc. and Rollins Holding Company.

* Messrs. R. Randall Rollins and Gary W. Rollins disclaim any beneficial
interest in these holdings.

ELECTION OF DIRECTORS

At the Annual Meeting, Messrs. Wilton Looney and Bill J. Dismuke will be
nominated to serve as Class III directors for a term of three years, and until
the election and qualification of their successors. Four other individuals serve
as directors but are not standing for re-election because their terms as
directors extend past this Annual Meeting pursuant to provisions of the
Company's Bylaws which provide for the election of directors for staggered
terms, with each director serving a three year term. Unless authority is
withheld, the proxy holders will vote for the election of each nominee named
below as directors. Although Management does not contemplate the possibility, in
the event any nominee is not a candidate or is unable to serve as director at
the time of the election, unless authority is withheld, the proxies will be
voted for any nominee who shall be designated by the present Board of Directors
to fill such vacancy.

The name and age of each of the two nominees, their principal occupations,
together with the number of shares of Common Stock beneficially owned, directly
or indirectly, by each nominee and the percentage of outstanding shares that
ownership represents, all as of the close of business February 26, 2001,
(according to information received by the Company) are set out below. Similar
information is also provided for those directors whose terms expire in future
years.

SHARES OF PERCENT OF
SERVICE AS COMMON OUTSTANDING
NAME PRINCIPAL OCCUPATION (1) DIRECTOR AGE STOCK (2) SHARES
- ---- ----------------------------------- ------------ -------- ------------ -----------

CLASS I
(TERM EXPIRES 2002)

R. Randall Rollins (3)...... Chairman of the Board and Chief 1968 to date 69 13,165,917(4) 43.7
Executive Officer of the Company;
and Chairman of the Board and Chief
Executive Officer of RPC, Inc. (oil
and gas field services and boat
manufacturing)

Henry B. Tippie............. Chairman of the Board and Chief 1960 to 74 1,887,750(5) 6.0
Executive Officer of Tippie 1970; 1974
Services, Inc. (management to date
services); Chairman of the
Executive Committee of Matlack
Systems, Inc. (bulk trucking and
terminaling); and Chairman of the
Board of Dover Downs Entertainment,
Inc. (operator of multi-purpose
gaming and entertainment complex)
since April 2000, and Vice Chairman
of the Board of Dover Downs
Entertainment, Inc. from October
1996 to April 2000

James B. Williams........... Chairman of the Executive Committee 1978 to date 67 20,000 *
of SunTrust Banks, Inc. (bank
holding company) since 1998; and
Chairman of the Board and Chief
Executive Officer of SunTrust
Banks, Inc. from 1995 to 1998

CLASS II
(TERM EXPIRES 2003)

Gary W. Rollins (3)......... President and Chief Operating 1981 to date 56 13,734,489(6) 45.6
Officer of the Company

CLASS III
(TERM EXPIRES 2004)

Wilton Looney............... Honorary Chairman of the Board of 1975 to date 81 1,500 *
Genuine Parts Company (automotive
parts distributor)

Bill J. Dismuke............. Retired President of Edwards Baking 1984 to date 64 900 *
Company (manufacturer of baked pies
and pie pieces)

- ------------------------

(1) Except as noted, each of the Directors has held the positions of
responsibility set out in this column (but not necessarily his present
title) for more than five years. In addition to the directorships listed in
this column, the following individuals also serve on the Boards of Directors
of the following companies: Henry B. Tippie: Safety-Kleen Corporation; James
B. Williams: The Coca-Cola Company, Genuine Parts Company, and
Georgia-Pacific Corp.; R. Randall Rollins: SunTrust Banks, Inc., SunTrust
Banks of Georgia, and Dover Downs Entertainment, Inc. All persons named in
the above table, other than Bill J. Dismuke, are also directors of
RPC, Inc. and, in addition, will be directors of Marine Products
Corporation, pursuant to its spin-off from RPC, Inc., effective
February 28, 2001.

(2) Except as otherwise noted, the nature of the beneficial ownership for all
shares is sole voting and investment power.

(3) R. Randall Rollins and Gary W. Rollins are brothers.

(4) See information contained in footnote (2) to the table appearing in Capital
Stock section.

(5) Includes 1,553,100** shares of Common Stock of the Company in four trusts of
which he is Co-Trustee and as to which he shares voting and investment power
and 10,000 shares in a partnership which he has voting right for 10,000
shares but beneficial partnership interest of 100 shares. Does not include
shares of Common Stock of the Company owned by Rollins Holding Company, an
interest in which is indirectly held by a trust of which Mr. Tippie is a
Co-Trustee but not a beneficiary, and 300** shares held by his wife.

(6) See information contained in footnote (3) to the table appearing in Capital
Stock section.

- ------------------------

* Less than 1% of outstanding shares.

** Mr. Henry B. Tippie disclaims any beneficial interest in these holdings.

BOARD OF DIRECTORS COMPENSATION, COMMITTEES AND MEETINGS

During 2000, non-employee Directors received $750 for each Board of
Directors or committee meeting they attended, plus $10,000 per year, from the
Company.

The Audit Committee of the Board of Directors of the Company consists of
Henry B. Tippie, Chairman; Wilton Looney; and James B. Williams. The Audit
Committee had five meetings during the year ended December 31, 2000. Its
functions are described under the caption, "Report of the Audit Committee." The
Compensation Committee had one meeting during the year ended December 31, 2000.
At this meeting and during the first four months of 2000, the Compensation
Committee of the Board of Directors of the Company consisted of Henry B. Tippie,
Chairman; Wilton Looney; and James B. Williams. Mr. Tippie resigned from the
Compensation Committee on April 25, 2000, at which time the Board of Directors
appointed Mr. Looney to preside as Chairman and Mr. Williams to serve as member
of the Compensation Committee. The function of the Compensation Committee is to
review the Company's executive compensation structure and recommend to the Board
any changes to insure continued effectiveness. It also administers the
Rollins, Inc. 1994 and 1998 Employee Stock Incentive Plans. The Board of
Directors met four times during the year ended December 31, 2000. No Director
attended fewer than 75% of the board meetings and meetings of committees on
which he served during 2000. The Company does not have a nominating committee of
the Board of Directors.

REPORTS OF THE AUDIT AND COMPENSATION COMMITTEES AND
PERFORMANCE GRAPH

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE COMPANY FILINGS, INCLUDING THIS
PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT OF THE AUDIT
COMMITTEE, REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION AND
PERFORMANCE GRAPH SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is established pursuant to the
Company's Bylaws and the Audit Committee Charter adopted by the Board of
Directors on April 25, 2000. A copy of the Audit Committee Charter is attached
to this Proxy Statement as Appendix A.

Management is responsible for the Company's internal controls and the
financial reporting process. The Company's independent auditors are responsible
for performing an independent audit of the Company's consolidated financial
statements in accordance with auditing standards generally accepted in the
United States of America and for issuing a report thereon. The Audit Committee's
responsibility is generally to monitor and oversee these processes, as described
in the Audit Committee Charter.

Each member of the Audit Committee is independent in the judgment of the
Company's Board of Directors and as required by the listing standards of the New
York Stock Exchange.

With respect to the year ended December 31, 2000, in addition to its other
work, the Audit Committee:

- Reviewed and discussed with the Company's management and the independent
auditors the audited financial statements of the Company as of
December 31, 2000 and for the year then ended;

- Discussed with the independent auditors the matters required to be
discussed by auditing standards generally accepted in the United States of
America; and

- Received from the independent auditors written affirmation of their
independence required by Independence Standards Board Standard No. 1 and
discussed with the auditors the firm's independence.

Based upon the review and discussions referred to above, the Committee
recommended to the Board of Directors that the audited financial statements of
the Company, as of December 31, 2000 and for the year then ended, be included in
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2000 for filing with the Securities and Exchange Commission.

Audit Committee
Henry B. Tippie, Chairman
Wilton Looney
James B. Williams

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

During fiscal year 2000, the members of the Compensation Committee of the
Board of Directors held primary responsibility for determining executive
compensation levels. The Compensation Committee is comprised of outside
directors who are not eligible to participate in the Company's compensation
plans and over whose name this report is presented.

The Company is engaged in a highly competitive industry. The actions of the
executive officers have a profound impact on the short-term and long-term
profitability of the Company; therefore, the design of the executive officer
compensation package is very important. In order to retain key employees, the
Company has an executive compensation package that is driven by an increase in
shareholder value, the overall performance of the Company, and the individual
performance of the executive. The measures of the Company's performance include
sales revenue and net income.

Pursuant to the above compensation philosophy, the three main components of
the executive compensation package are base salary, a cash incentive plan, and
stock-based incentive plans.

The factors subjectively used in determining base salary include the recent
profit performance of the Company, the magnitude of responsibilities, the scope
of the position, individual performance and the pay received by peers in similar
positions in the same geographic area. These factors are not used in any
specific formula or weighting. The salaries of the Named Executives are reviewed
annually. One Named Executive received a raise in 2000 that was based on his
individual performance and overall departmental improvements. The other three
did not receive a raise because the current salaries were deemed appropriate
given the profits of the Company in 2000.

The annual cash incentive compensation package for the non-Director Named
Executives is developed by the Chief Executive Officer of the Company prior to
the end of each fiscal year. It is based upon performance objectives for the
ensuing fiscal year. The specific performance objectives relate to each
executive improving the contribution of his functional area of responsibility to
further enhance the earnings of the Company. These performance objectives and
incentive package are then reviewed by the Compensation Committee and either
accepted, amended or modified. Both of the Named Executives participating in
this Plan earned a bonus during 2000 as a result of improvements in departmental
function and progress made toward the Company's strategic objectives. The Chief
Executive Officer and the Chief Operating Officer do not participate in this
cash incentive plan.

Awards under the Company's Stock Option Plans are purely discretionary, and
are not based upon any specific formula and may or may not be granted in any
given fiscal year. When considering the grant of stock options, the Compensation
Committee gives consideration to the overall performance of the Company and the
performance of individual employees. The Chief Executive Officer, R. Randall
Rollins, and the Chief Operating Officer, Gary W. Rollins, maintain a
significant ownership interest in the Company and were, therefore, not
considered for grants in 2000 under the 1994 or 1998 Employee

Stock Incentive Plan. Grants are made under the Plans and the Plans are
administered by non-employee directors within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934, as amended. During the fiscal year 2000,
one non-Director Named Executive was granted 15,000 Incentive Stock Options. In
general, these grants were based upon the scope of the position and the
individual performance of each individual.

The Committee thinks it unlikely that any participants in the Company's
stock plans will, in the foreseeable future, receive in excess of $1 million in
aggregate compensation (the maximum amount for which an employer may claim a
compensation deduction pursuant to Section 162(m) of the Internal Revenue Code
of 1986, as amended, unless certain performance related compensation exemptions
are met) during any fiscal year, and has therefore, determined that since the
exemption requirement does not apply, the Company will not change its various
compensation plans, or otherwise meet the requirements of such exemption, at
this time.

CEO COMPENSATION

The CEO's compensation is determined by the Compensation Committee. For
fiscal year 2000, the cash compensation for R. Randall Rollins was $458,878.
This represents the total compensation for Mr. Rollins, no portion of which was
in performance driven bonuses or stock based incentive plans. The CEO's
compensation is based upon the long-term growth in the Company's net income and
shareholder value improvements, as well as, the CEO's individual performance.
The decision of the Compensation Committee is, however, subjective and is not
based upon any specific formula or guidelines. The CEO does not consult with the
Compensation Committee when his salary is determined. Neither the CEO nor any
other member of the Compensation Committee participates in any Company incentive
program.

Compensation Committee
Wilton Looney, Chairman
James B. Williams

PERFORMANCE GRAPH

As part of the executive compensation information presented in this Proxy
Statement, the Securities and Exchange Commission requires a five year
comparison of the cumulative total stockholder return based on the performance
of the stock of the Company as compared with both a broad equity market index
and an industry or peer group index. The indices included in the following graph
are the S&P 500 Index and the S&P 500 Commercial Services Index.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Dollars

12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00

Rollins 100 92.89 96.85 85.82 74.48 100.91
S&P 500 100 122.96 163.98 210.84 255.22 231.98
S&P Comm'l Serv 100 122.97 192.77 213.14 160.57 168.33

ASSUMES INITIAL INVESTMENT OF $100
*TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
NOTE: TOTAL RETURNS BASED ON MARKET CAPITALIZATION

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The following directors serve on the Company's Compensation Committee:
Wilton Looney and James B. Williams. Neither of these individuals are employees
of the Company. No executive officer of the Company serves on a Compensation
Committee of another company. R. Randall Rollins, an executive of the Company,
serves on the Board of Directors of both SunTrust Banks, Inc. and SunTrust Banks
of Georgia, a subsidiary of SunTrust Banks, Inc. Mr. Williams is the Chairman of
the Executive Committee of SunTrust Banks, Inc. Mr. Rollins is not on the
Compensation Committee of either SunTrust Banks of Georgia or SunTrust
Banks, Inc. Rollins, Inc. maintains a significant banking relationship with
SunTrust Banks of Georgia. All banking services provided by SunTrust Banks of
Georgia are priced at market-competitive rates.

EXECUTIVE COMPENSATION

Shown below is information concerning the annual and long-term compensation
for services in all capacities to the Company for the calendar years ended
December 31, 2000, 1999, and 1998, of those persons who were, at December 31,
2000 (i) the chief executive officer and (ii) the other most highly compensated
executive officers of the Company whose total annual compensation exceeded
$100,000 (the "Named Executives"):

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
AWARDS
-----------------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES ALL OTHER
------------------------------ STOCK UNDERLYING LTIP COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS OPTIONS (#) PAYOUTS (1)
- --------------------------- -------- -------- -------- ---------- ----------- -------- ------------

R. Randall Rollins................ 2000 $458,878 $ -- -- -- -- $2,550
Chairman of the Board & 1999 461,045 -- -- -- -- 2,400
Chief Executive Officer 1998 457,632 -- -- -- -- 1,920

Gary W. Rollins................... 2000 $797,632 $ -- -- -- -- $2,550
President & 1999 798,572 -- -- -- -- 2,400
Chief Operating Officer 1998 797,908 -- -- -- -- 1,920

Michael W. Knottek................ 2000 $212,516 $63,072 -- 15,000 -- $2,550
Vice President and Secretary 1999 200,708 95,500 -- 32,000 -- 2,400
1998 192,560 15,000 -- 40,000 -- 1,920

Harry J. Cynkus................... 2000 $173,000 $48,440 -- -- -- $2,550
Chief Financial Officer and 1999 170,333 77,407 -- 12,000 -- 22,540
Treasurer 1998 114,548 10,500 -- 15,000 -- --

- ------------------------

(1) Except for the $20,140 for relocation expenses paid to Harry J. Cynkus, the
amounts shown in this column represent the Company match for the Named
Executives under the Rollins 401(k) Plan ("401(k) Plan"), a qualified
retirement plan adopted by the Company on October 1, 1983 and designed to
meet the requirements of Section 401(k) of the Internal Revenue Code. The
401(k) Plan provides for a matching contribution (made in the form of Common
Stock of the Company) of thirty cents ($.30) for each one dollar ($1.00) of
a participant's contribution to the 401(k) Plan, that does not exceed
5 percent of his or her annual compensation (which includes commissions,
overtime and bonuses). A participant's voluntary pre-tax salary deferrals
made under the 401(k) Plan are in lieu of payment of compensation to the
participant.

OPTION/SAR GRANTS IN FISCAL YEAR 2000

During 2000, the Named Executive set forth below received stock options. No
stock options were granted to the other Named Executives. Also, no Named
Executive received any Stock Appreciation Rights during 2000.

INDIVIDUAL GRANTS
--------------------------
PERCENT OF POTENTIAL REALIZABLE
TOTAL VALUE AT ANNUAL RATES
OPTIONS OF STOCK PRICE
NUMBER OF GRANTED TO APPRECIATION FOR OPTION
SECURITIES EMPLOYEES EXERCISE OR TERM(2)
UNDERLYING IN FISCAL BASE EXPIRATION -----------------------
NAME OPTIONS GRANTED YEAR PRICE ($/SH) DATE 5% ($) 10% ($)
- ---- --------------- ---------- ------------- ---------- ---------- ----------

Michael W. Knottek......... 15,000(1) 7.6% $14.75 1/25/10 $139,143 $352,616

- ------------------------

(1) These Incentive Stock Options were granted on January 25, 2000 at an
exercise price of $14.75 per share, the market price on the date of grant.
These options vest and become exercisable 20% each year over 5 years and
expire after 10 years.

(2) These amounts, based on assumed appreciation rates of 5% and 10% prescribed
by the Securities and Exchange Commission rules, are not intended to
forecast possible future appreciation, if any, of the Company's stock price.
These numbers do not take into account certain provisions of options
providing for termination of the option following termination of employment,
nontransferability, or phased-in vesting. The Company did not use an
alternative formula for a grant date valuation as it is not aware of any
formula that will determine with reasonable accuracy a present value based
on future unknown or volatile factors. Future compensation resulting from
option grants is based solely on the performance of the Company's stock
price.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 2000
AND YEAR-END OPTION/SAR VALUES

NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SAR'S OPTIONS/SAR'S
AT FY-END (#) AT FY-END ($)(1)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---- --------------- ------------ -------------- --------------------

R. Randall Rollins................ -- $ -- --/-- $--/$--
Gary W. Rollins................... -- -- --/-- --/--
Michael W. Knottek................ -- -- 22,400/64,600 $30,000/$184,688
Harry J. Cynkus................... -- -- 8,400/18,600 $11,250/$39,375

- ------------------------

(1) Based on the closing price of the Company's Common Stock on the New York
Stock Exchange on December 31, 2000 of $20 1/16 per share.

BENEFIT PLANS

The Rollins, Inc. Retirement Income Plan is a trusteed defined benefit
pension plan. The amounts shown on the following table are those annual benefits
payable for life on retirement at age 65. The amounts computed in the following
table assume: (a) that the participant remains in the service of the Company
until his normal retirement date at age 65; (b) that the participant's earnings
continue at the same rate as paid in the year ended December 31, 2000 during the
remainder of his service until age 65; (c) that the normal form of benefit is a
single-life annuity; and (d) that the Plan continues without substantial
modification.

PENSION PLAN TABLE

YEARS OF SERVICE
----------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ -------- -------- -------- -------- --------

$ 100,000................................. $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 45,000
200,000................................. 45,000 60,000 75,000 90,000 90,000
300,000................................. 67,500 90,000 112,500 135,000 135,000
400,000................................. 90,000 120,000 150,000 180,000 180,000
500,000................................. 112,500 150,000 187,500 225,000 225,000
600,000................................. 135,000 180,000 225,000 270,000 270,000
700,000................................. 157,500 210,000 262,500 315,000 315,000
800,000................................. 180,000 240,000 300,000 360,000 360,000
900,000................................. 202,500 270,000 337,500 405,000 405,000
1,000,000................................ 225,000 300,000 375,000 450,000 450,000

The above table does not reflect the Plan offset for Social Security average
earnings, the maximum limit on compensation under Section 401(a)(17) of the
Internal Revenue Code of 1986 as amended (the "Code"), or the maximum benefit
limitations under Section 415 of the Code. The compensation for the Named
Executives is identical to the compensation reflected in the Summary
Compensation Table under the two columns titled "Salary" and "Bonus".

Retirement income benefits are based on the average of the employee's
compensation from the Company for the five consecutive complete calendar years
of highest compensation during the last ten consecutive complete calendar years
("final average compensation") immediately preceding the employee's retirement
date or, if earlier, the date of his termination of employment. All full-time
corporate employees of the Company and its subsidiaries (other than employees
subject to collective bargaining agreements) are eligible to participate in the
Retirement Income Plan after completing one year of service as an employee. The
benefit formula is 1 1/2% of final average compensation less 3/4% of final
average FICA earnings multiplied by years of service (maximum 30 years). The
Plan also provides reduced early retirement benefits under certain conditions.
In accordance with the Code, the maximum annual benefit that could be payable to
a Retirement Income Plan beneficiary in 2000 was $135,000. However, this
limitation does not affect previously accrued benefits of those individuals who
became entitled to benefits in excess of $135,000 prior to the effective date of
applicable provisions of the Tax Equity and Fiscal Responsibility Act of 1982
and the Tax Reform Act of 1986. In accordance with the Code (as amended by the
Omnibus Budget Reconciliation Act of 1993), the maximum compensation recognized
by the Retirement Income Plan was $170,000 in 2000. Retirement benefits accrued
at the end of any calendar year will not be reduced by any subsequent changes in
the maximum compensation limit.

The current credited years of service for the Named Executives, each of whom
is a participant in the Plan, are: R. Randall Rollins, 17 years; Gary W.
Rollins, 30 years; Michael W. Knottek, 3 years; and Harry J. Cynkus, 2 years.

Effective October 1, 1983, the Company adopted a qualified retirement plan
designed to meet the requirements of Section 401(k) of the Code ("401(k) Plan").
The only form of benefit payment under the 401(k) Plan is a single lump-sum
payment equal to the vested balance in the participant's account on the date the
distribution is processed. Under the 401(k) Plan, the full amount of a
participant's vested benefit is payable upon his termination of employment,
attainment of age 59 1/2 (with respect to pre-tax deferrals only), retirement,
total and permanent disability, or death. Amounts contributed by the Company to
the accounts of Named Executives for 2000 under this plan are reported in the
"All Other Compensation" column of the Summary Compensation Table on Page 10.

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP served as the Company's auditors for the fiscal year
ended December 31, 2000. In addition to performing the audit of the Company's
consolidated financial statements, Arthur Andersen provided various other
services during 2000. The aggregate fees billed for 2000 for each of the
following categories of services are set forth below:

Audit and quarterly reviews................................. $123,000
Financial information systems design and implementation..... $262,000
All other services.......................................... $221,000

All other services include tax planning, review of tax returns of the
Company, litigation consulting and audits of the Company's employee benefit
plans. For the year ended December 31, 2000, the Company's Audit Committee has
considered whether the provision of non-audit services is compatible with
maintaining auditor independence.

As is its policy, upon the recommendation of the Audit Committee, the Board
of Directors shall select a firm of certified public accountants for 2001. It is
anticipated that a representative of Arthur Andersen LLP will be present at the
Annual Meeting to answer questions and make a statement should such
representative so desire.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company has completed a review of Forms 3, 4 and 5 and amendments
thereto furnished to the Company by all directors, officers and greater than
10 percent stockholders subject to the provisions of Section 16 of the
Securities Exchange Act of 1934. In addition, the Company has a written
representation from all directors, officers and greater than 10 percent
stockholders from whom no Form 5 was received, indicating that no Form 5 filing
was required. Based solely on this review, the Company believes that all filing
requirements of such persons under Section 16 for the fiscal year ended
December 31, 2000 were timely satisfied.

STOCKHOLDER PROPOSALS

Appropriate proposals of stockholders intended to be presented at the
Company's 2002 Annual Meeting of the Stockholders, pursuant to Rule 14a-8
promulgated under the Securities Exchange Act of 1934, as amended, must be
received by the Company by November 19, 2001 for inclusion in its proxy
statement and form of proxy relating to that meeting. With respect to the
Company's annual meeting of the stockholders to be held in 2002, all stockholder
proposals submitted outside the stockholder proposal rules contained in
Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended,
which pertains to the inclusion of stockholder proposals in a Company's proxy
materials, must be received by the Company by February 2, 2002, in order to be
considered timely. With regard to such stockholder proposals, if the date of the
next annual meeting of stockholders is advanced or delayed more than 30 calendar
days from April 23, 2002, the Company will, in a timely manner, inform its
stockholders of the change and of the date by which such proposals must be
received.

MISCELLANEOUS

The Company's Annual Report on Form 10-K for the calendar year ended
December 31, 2000 is being mailed to stockholders with this proxy statement.

Management knows of no business other than the matters set forth herein
which will be presented at the meeting. Inasmuch as matters not known at this
time may come before the meeting, the enclosed proxy confers discretionary
authority with respect to such matters as may properly come before the meeting;
and it is the intention of the persons named in the proxy to vote in accordance
with their best judgment on such matters.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Michael W. Knottek

Michael W. Knottek, SECRETARY

Atlanta, Georgia
March 19, 2001

APPENDIX A

ROLLINS, INC.
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

PURPOSE

The Audit Committee (the "Committee") is appointed by the Board of Directors
(the "Board") to assist the Board in fulfilling its oversight responsibilities.
The Committee's primary purpose is to monitor the integrity of the Company's
financial reporting process, including (by overseeing the financial reports and
other financial information provided by the Company to any governmental or
regulatory body, the public or other users thereof) the Company's systems of
internal accounting and financial controls, and the annual independent audit of
the Company's financial statements. The Committee will monitor the independence
and the performance of the Company's independent auditors.

In discharging its oversight role, the Committee is empowered to investigate
any matter brought to its attention with full access to all books, records,
facilities and personnel of the Company. The Committee is authorized to retain
outside counsel, auditors or other experts and professionals for this purpose.
The Board and the Committee are in place to represent the Company's
shareholders; accordingly, the outside auditor is ultimately accountable to the
Board and the Committee.

MEMBERSHIP

The Committee shall be comprised of not less than three members of the
Board, and the Committee's composition shall meet all requirements of the Audit
Committee policy of the New York Stock Exchange.

Accordingly, all of the members must be directors:

- Who are free from any relationship to the Company that in the opinion of
the Board would interfere with the exercise of their independent
judgement;

- Who are financially literate or who become financially literate within a
reasonable period of time after appointment to the Committee. In addition,
at least one member of the Committee must have accounting or related
financial management expertise.

KEY RESPONSIBILITIES

The Committee's job is one of oversight. Consequently, in discharging its
oversight responsibilities, the Committee is not providing any expertise or
special assurance as to the Company's financial statements or any professional
certification as to the outside auditor's work.

The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. This list shall not be
construed as being an all encompassing listing of the Committee's duties. These
functions are set forth as a guide with the understanding that the Committee may
diverge from this guide as appropriate under the circumstances.

- The Committee shall review with management and the outside Company's
auditors the audited financial statements to be included in the Company's
Annual Report on Form 10-K (or the Annual Report to Shareholders if
distributed prior to the filing of Form 10-K) and review and consider with
the outside auditors the matters required to be discussed by Statement of
Auditing Standards ("SAS") No. 61. The management review shall include
consultation with the Company's counsel relative to legal matters that
could have a significant impact on the Company's financial statements.

A-1

- As a whole, or through the Committee chair, the Committee shall review
with the outside auditors the Company's interim financial results to be
included in the Company's Quarterly Reports on Form 10-Q to be filed with
the Commission and the matters required to be discussed by SAS No. 61.
Such review shall occur prior to the filing of the Company's Quarterly
Reports on Form 10-Q.

- - The Committee shall discuss with Management and the outside auditors the
quality and adequacy of the Company's internal controls.

- - The Committee shall:

- Request from the outside auditors annually, a formal written statement
delineating all relationships between the auditor and the Company
consistent with Independence Standards Board Standard No. 1;

- Discuss with the outside auditors any such disclosed relationships and
their impact on the outside auditor's independence; and

- Recommend that the Board take appropriate action in response to the
outside auditor's report to satisfy itself of the auditor's independence.

- - The Committee, subject to any action that may be taken by the full Board,
shall have the ultimate authority and responsibility to select (or nominate
for shareholder approval), evaluate and, where appropriate, replace the
outside auditor.

- - The Committee shall review the adequacy of this Charter on an annual basis.

A-2

PROXY

ROLLINS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF ROLLINS, INC.
FOR ANNUAL MEETING OF STOCKHOLDERS, TUESDAY, APRIL 24, 2001, 10:00 A.M.

The undersigned hereby constitutes and appoints GARY W. ROLLINS and R.
RANDALL ROLLINS, and each of them, jointly and severally, proxies, with full
power of substitution, to vote all shares of Common Stock which the undersigned
is entitled to vote at the Annual Meeting of Stockholders to be held on
April 24, 2001, at 10:00 A.M. at 2170 Piedmont Road, NE, Atlanta, Georgia, or
any adjournment thereof.

The undersigned acknowledges receipt of Notice of the Annual Meeting and
Proxy Statement, each dated March 19, 2001, grants authority to said proxies, or
either of them, or their substitutes, to act in the absence of others, with all
the powers which the undersigned would possess if personally present at such
meeting and hereby ratifies and confirms all that said proxies, or their
substitutes, may lawfully do in the undersigned's name, place or stead. The
undersigned instructs said proxies, or either of them, to vote as follows:

1. / / FOR Wilton Looney and Bill Dismuke / / WITHHOLD authority to vote for the
as Class III Directors, EXCEPT AS SET FORTH BELOW election of all Class III nominees

(INSTRUCTIONS: TO REFRAIN FROM VOTING FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME ON THE LINE
PROVIDED BELOW:)

-----------------------------------------------------------------------------------------------------------

2. ON ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

(OVER)

ROLLINS, INC.
(CONTINUED FROM OTHER SIDE)

ALL PROXIES SIGNED AND RETURNED WILL BE VOTED OR NOT VOTED IN ACCORDANCE WITH
YOUR INSTRUCTIONS, BUT THOSE WITH NO CHOICE WILL BE VOTED FOR ELECTION OF THE
BOARD OF DIRECTORS' NOMINEES FOR DIRECTOR. THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY.

PROXY

Please sign below, date and
return promptly.

--------------------------------

--------------------------------
Signature

Dated: _________________________

(Signature should conform to
name and title stenciled hereon.
Executors, administrators,
trustees, guardians and
attorneys should add their title
upon signing.)

NO POSTAGE REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND
MAILED IN THE UNITED STATES.