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<SEC-DOCUMENT>0000084839-04-000050.txt : 20040826
<SEC-HEADER>0000084839-04-000050.hdr.sgml : 20040826
<ACCEPTANCE-DATETIME>20040826161157
ACCESSION NUMBER:		0000084839-04-000050
CONFORMED SUBMISSION TYPE:	10-K/A
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20031231
FILED AS OF DATE:		20040826
DATE AS OF CHANGE:		20040826

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ROLLINS INC
		CENTRAL INDEX KEY:			0000084839
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340]
		IRS NUMBER:				510068479
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04422
		FILM NUMBER:		04999156

	BUSINESS ADDRESS:	
		STREET 1:		2170 PIEDMONT RD NE
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30324
		BUSINESS PHONE:		4048882000

	MAIL ADDRESS:	
		STREET 1:		2170 PIEDMONT ROAD NE
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30324
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>f2003ka.txt
<DESCRIPTION>FORM 10-K/A
<TEXT>
================================================================================



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------
                                   FORM 10-K/A
(Mark one)
    |X|        ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
               EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003

                                       OR

    |_|        TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
               SECURITIES  EXCHANGE ACT OF 1934
               For the  transition  period from _____________ to ______________
                           Commission file No. 1-4422

                                 --------------
                                  ROLLINS, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                51-0068479
  (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)

2170 Piedmont Road, N.E., Atlanta, Georgia                  30324
 (Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (404) 888-2000
           Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of each
        Title of each class                   Exchange on which registered
    --------------------------                -----------------------------
    Common Stock, $1 Par Value                 The New York Stock Exchange
                                               The Pacific Stock Exchange

        Securities registered pursuant to section 12(g) of the Act: None.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes |X| No |_|

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  |X| Indicate by check mark whether the  registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).
Yes |X| No |_|

The aggregate market value of Rollins,  Inc. Common Stock held by non-affiliates
on June 30,  2003 was  $362,429,930  based on the  reported  last sale  price of
common  stock  on  June  30,  2003,  which  is  the  last  business  day  of the
registrant's most recently completed second fiscal quarter.

Rollins,  Inc. had 45,351,754  shares of Common Stock outstanding as of February
27, 2004.

                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy  Statement for the 2004 Annual Meeting of  Stockholders of
Rollins, Inc. are incorporated by reference into Part III, Items 10-14.

================================================================================

<PAGE>
Explanatory  Note:  The  purpose  of this  amendment  is to amend Item 15 of the
registrant's  Form 10-K for the year ended  December 31,  2002,  in order to add
Exhibit 99.1. Such exhibit is a copy and has not been reissued.


                                     PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

     (a)  Consolidated  Financial  Statements,  Financial Statement Schedule and
          Exhibits.

          1.   Consolidated  financial  statements  listed  in the  accompanying
               Index to Consolidated Financial Statements and Schedule are filed
               as part of this report.

          2.   The financial statement schedule listed in the accompanying Index
               to  Consolidated  Financial  Statements  and Schedule is filed as
               part of this report.

          3.   Exhibits listed in the  accompanying  Index to Exhibits are filed
               as  part  of  this  report.   The  following  such  exhibits  are
               management contracts or compensatory plans or arrangements:

               (10) (a) Rollins,  Inc. 1984 Employee Incentive Stock Option Plan
                    is  incorporated  herein by reference to Exhibit 10 as filed
                    with its Form 10-K for the year ended December 31, 1996.

               (10) (b) Rollins,  Inc. 1994  Employee  Stock  Incentive  Plan is
                    incorporated herein by reference to Exhibit (10)(b) as filed
                    with its Form 10-K for the year ended December 31, 1999.

               (10) (c) Rollins,  Inc. 1998  Employee  Stock  Incentive  Plan is
                    incorporated  herein by  reference to Exhibit A of the March
                    24,  1998  Proxy   Statement  for  the  Annual   Meeting  of
                    Stockholders held on April 28, 1998.

               (10) (d)  Lease  Agreement  dated  July 1, 2002  between  Rollins
                    Continental, Inc. and Rollins Ranch, a division of LOR, Inc.
                    incorporated herein by reference as filed with its Form 10-Q
                    for the quarter  ended  September 30, 2002 filed on November
                    14, 2002.

               (10) (e) Stock Option  Agreement  dated January 22, 2002 for Gary
                    W. Rollins,  Chief  Executive  Officer,  President and Chief
                    Operating  Officer is  incorporated  herein by  reference as
                    filed  with its Form 10-K for the year  ended  December  31,
                    2002 filed on March 17, 2003.

     (b)  Reports on Form 8-K.

                    On October 29, 2003, the Company  furnished a report on Form
                    8-K,  which  reported under Item 9 that on October 29, 2003,
                    the Company  reported  earnings for the third  quarter ended
                    September 30, 2003.

                    On October 29, 2003, the Company  furnished a report on Form
                    8-K,  which  reported under Item 9 that on October 29, 2003,
                    the Board of  Directors  has  declared  a regular  quarterly
                    dividend of $0.05 per share.

                                       2
<PAGE>
     (c)  Exhibits (inclusive of item 3 above):

               (2)(a)   Asset   Purchase   Agreement   by  and   between   Orkin
                    Exterminating  Company, Inc. and PRISM Integrated Sanitation
                    Management,  Inc. is  incorporated  herein by  reference  to
                    Exhibit  (2) as filed with its Form 10-Q filed on August 16,
                    1999.

               (b)  Stock  Purchase  Agreement as of September  30, 1999, by and
                    among  Orkin  Canada,  Inc.,  Orkin  Expansion,  Inc.,  S.C.
                    Johnson   Commercial   Markets,   Inc.,  and  S.C.   Johnson
                    Professional,  Inc. is  incorporated  herein by reference to
                    Exhibit  (2)(b)  as filed  with  its Form  10-K for the year
                    ended December 31, 1999.

               (c)  Asset  Purchase  Agreement  as of  October  19,  1999 by and
                    between Orkin Exterminating Company, Inc., Redd Pest Control
                    Company, Inc., and Richard L. Redd is incorporated herein by
                    reference to Exhibit  (2)(c) as filed with its Form 10-K for
                    the year ended December 31, 1999.

               (d)  First  Amendment  to Asset  Purchase  Agreement  dated as of
                    December 1, 1999, by and among Orkin Exterminating  Company,
                    Inc., Redd Pest Control Company, Inc. and Richard L. Redd is
                    incorporated  herein by reference to Exhibit (2)(d) as filed
                    with its Form 10-K for the year ended December 31, 1999.

               (3)(i) Restated Certificate of Incorporation of Rollins,  Inc. is
                    incorporated  herein by reference to Exhibit (3)(i) as filed
                    with its Form 10-K for the year ended December 31, 1997.

                  (ii)  Amended  and  Restated  By-laws  of  Rollins,   Inc.  is
                    incorporated  by reference to Exhibit (3) (ii) as filed with
                    its Form 10-Q for the quarterly period ended June 30, 2003.

                  (iii)   Amendment   to  the  By-laws  of   Rollins,   Inc.  is
                    incorporated  herein by  reference  to Exhibit  (3) (iii) as
                    filed  with its Form  10-Q for the  quarterly  period  ended
                    March 31, 2001.

                  (iv) Amendment to the By-laws of Rollins, Inc. is incorporated
                    herein by  reference  to Exhibit  (3) (iv) as filed with its
                    Form 10-K for the year ended  December  31, 2002 filed March
                    17, 2002.

               (4)  Form  of  Common  Stock  Certificate  of  Rollins,  Inc.  is
                    incorporated  herein by  reference  to Exhibit  (4) as filed
                    with its Form 10-K for the year ended December 31, 1998.

               (10)(a) Rollins,  Inc. 1984 Employee  Incentive Stock Option Plan
                    is incorporated herein by reference to Exhibit (10) as filed
                    with its Form 10-K for the year ended December 31, 1996.

               (10)(b) Rollins,  Inc.  1994  Employee  Stock  Incentive  Plan is
                    incorporated herein by reference to Exhibit (10)(b) as filed
                    with its Form 10-K for the year ended December 31, 1999.

               (10)(c) Rollins,  Inc.  1998  Employee  Stock  Incentive  Plan is
                    incorporated  herein by  reference to Exhibit A of the March
                    24,  1998  Proxy   Statement  for  the  Annual   Meeting  of
                    Stockholders held on April 28, 1998.

               (10)(d)  Lease  Agreement  dated  July 1,  2002  between  Rollins
                    Continental, Inc. and Rollins Ranch, a division of LOR, Inc.
                    incorporated herein by reference as filed with its Form 10-Q
                    for the quarter  ended  September 30, 2002 filed on November
                    14, 2002.

                                       3
<PAGE>
               (10)(e) Stock Option Agreement dated January 22, 2002 for Gary W.
                    Rollins,  Chief  Executive  Officer,   President  and  Chief
                    Operating  Officer is  incorporated  herein by  reference as
                    filed  with its Form 10-K for the year  ended  December  31,
                    2002 filed on March 17, 2003.

               (10)(f) Closing  Statement dated October 31, 2002 between Rollins
                    Continental,  Inc. and RTC, LLC, a company  controlled by R.
                    Randall  Rollins,  Chairman of the Board of Rollins,  Inc is
                    incorporated herein by reference as filed with its Form 10-K
                    for the year  ended  December  31,  2002  filed on March 17,
                    2003.

               (21)* Subsidiaries of Registrant.

               (23)* Consent of Ernst & Young LLP, Independent Auditors.

               (24)* Powers of Attorney for Directors.

               (31.1)**  Certification  of Chief Executive  Officer  Pursuant to
                    Item  601(b)(31) of Regulation  S-K, as adopted  pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002.

               (31.2)**  Certification  of Chief Financial  Officer  Pursuant to
                    Item  601(b)(31) of Regulation  S-K, as adopted  pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002.

               (32.1)**  Certification  of Chief  Executive  Officer  and  Chief
                    Financial Officer Pursuant to 18 U.S.C.

                    Section  1350,  As Adopted  Pursuant  to Section  906 of the
                    Sarbanes-Oxley Act of 2002.

               (99.1)** Report of Independent Accountants.


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

*        Previously filed.
**       Filed herewith.

                                       4
<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                  ROLLINS, INC.


By:   /s/ GARY W. ROLLINS                 By:    /s/ HARRY J. CYNKUS
      --------------------------                 -----------------------------
      Gary W. Rollins                            Harry J. Cynkus
      Chief Executive Officer, President         Chief Financial Officer and
      and Chief Operating Officer                Treasurer
      (Principal Executive Officer)              (Principal Financial and
                                                 Accounting Officer)
      Date: August 26, 2004                      Date:  August 26, 2004

                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>exh31103.txt
<DESCRIPTION>EXHIBIT 31.1
<TEXT>
Exhibit 31.1
                                 Certifications

I, Gary W. Rollins,  President  and Chief  Executive  Officer of Rollins,  Inc.,
certify that:

     1. I have reviewed this annual report on Form 10-K/A of Rollins, Inc.;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements were made, not misleading with respect to the periods covered by
     this annual report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

     4. The  registrant's  other  certifying  officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(e)  and
     15d-15(e)) for the registrant and we have:

          a) designed such disclosure  controls and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervisions,  to ensure  that  material  information  relating to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the periods in
          which this annual report is being prepared;

          c) evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this annual report based on such  evaluation;
          and

          d)  disclosed in this report any change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based
     on our most recent evaluation of internal control over financial reporting,
     to the  registrant's  auditors and the Audit Committee of the  registrant's
     board of directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design
          or operation of internal  control over financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

          (b) Any fraud,  whether or not material,  that involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal control over financial reporting.


Date:  August 26, 2004                  By:  /s/ GARY W. ROLLINS
                                             -----------------------------------
                                             Gary W. Rollins
                                             Chief Executive Officer, President
                                             and Chief Operating Officer
                                             (Member of the Board of Directors)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>exh31203.txt
<DESCRIPTION>EXHIBIT 31.2
<TEXT>
Exhibit 31.2
                                 Certifications

I, Harry J. Cynkus,  Chief  Financial  Officer and  Treasurer of Rollins,  Inc.,
certify that:

     1. I have reviewed this annual report on Form 10-K/A of Rollins, Inc.;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements were made, not misleading with respect to the periods covered by
     this annual report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

     4. The  registrant's  other  certifying  officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(e)  and
     15d-15(e)) for the registrant and we have:

          a) designed such disclosure  controls and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervisions,  to ensure  that  material  information  relating to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the periods in
          which this annual report is being prepared;

          c) evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this annual report based on such  evaluation;
          and

          d)  disclosed in this report any change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based
     on our most recent evaluation of internal control over financial reporting,
     to the  registrant's  auditors and the Audit Committee of the  registrant's
     board of directors (or persons performing the equivalent functions):

          (a) All significant deficiencies and material weaknesses in the design
          or operation of internal  control over financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

          (b) Any fraud,  whether or not material,  that involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal control over financial reporting.


Date:  August 26, 2004        By:   /s/ HARRY J. CYNKUS
                                    --------------------------------------------
                                    Harry J. Cynkus
                                    Chief Financial Officer and Treasurer
                                    (Principal Financial and Accounting Officer)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>4
<FILENAME>exh32103.txt
<DESCRIPTION>EXHIBIT 32.1
<TEXT>
Exhibit 32.1



   CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002


To the best of their  knowledge the  undersigned  hereby certify that the Annual
Report on Form 10-K/A of Rollins,  Inc. for the yearly period ended December 31,
2003,  fully complies with the  requirements  of Sections 13(a) and 15(d) of The
Securities  Exchange  Act of 1934 (15  U.S.C.  78m)  and  that  the  information
contained in the annual report fairly presents,  in all material  respects,  the
financial condition and results of operations of Rollins, Inc.




Date:  August 26, 2004        By:   /s/ GARY W. ROLLINS
                                    --------------------------------------------
                                    Gary W. Rollins
                                    Chief Executive Officer, President
                                    and Chief Operating Officer
                                    (Member of the Board of Directors)



Date:  August 26, 2004        By:   /s/ HARRY J. CYNKUS
                                    --------------------------------------------
                                    Harry J. Cynkus
                                    Chief Financial Officer and Treasurer
                                    (Principal Financial and Accounting Officer)
- --------------------------------------------------------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>exh03991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
Exhibit 99.1

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Rollins, Inc.:

     We have  audited  the  accompanying  statements  of  financial  position of
Rollins,  Inc. (a Delaware Corporation) and subsidiaries as of December 31, 2001
and 2000 and the related statements of income, changes in stockholder equity and
cash flows for each of the three years in the period  ended  December  31, 2001.
These  financial   statements  and  the  schedule  referred  to  below  are  the
responsibility of the Company's Management.  Our responsibility is to express an
opinion on the financial statements based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free from material  misstatement.  An audit  includes  examining,  on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  Management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in  all  material  respects,   the  financial  position  of  Rollins,  Inc.  and
subsidiaries  as of  December  31,  2001  and  2000  and the  results  of  their
operations  and their cash flows for each of the three years in the period ended
December 31, 2001 in conformity with accounting principles generally accepted in
the United States.

     Our  audits  were made for the  purpose  of forming an opinion on the basic
financial  statements  taken as a whole.  The Schedule  listed in Item 14 is the
responsibility  of the  Company's  Management  and is presented  for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures  applied in the audits of the basic financial  statements and, in our
opinion,  fairly states in all material  respects the financial data required to
be set forth therein in relation to the basic  financial  statements  taken as a
whole.

Arthur Andersen LLP

Atlanta, Georgia
February 15, 2002




NOTE: THIS IS A COPY OF A REPORT  PREVIOUSLY  ISSUED BY ARTHUR ANDERSEN LLP, OUR
FORMER  INDEPENDENT  ACCOUNTANTS.  THIS  REPORT HAS NOT BEEN  REISSUED BY ARTHUR
ANDERSEN LLP IN CONNECTION WITH THE FILING OF THE FORM 10-K.









</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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