As filed with the Securities and Exchange Commission on November 17, 2005

                                            Registration Statement No. 333-_____
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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


         DELAWARE                                           51-0068479
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                          Identification No.)

                 2170 PIEDMONT ROAD, N.E. ATLANTA, GEORGIA 30324
   (Address, including zip code, of registrant's principal executive offices)

                    ROLLINS, INC. DEFERRED COMPENSATION PLAN
                              (Full Title of Plan)

                               R. Randall Rollins
                              Chairman of the Board
                            2170 Piedmont Road, N.E.
                             Atlanta, Georgia 30324
                                 (404) 888-2000
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                     COPY TO: T. CLARK FITZGERALD III, ESQ.
                            ARNALL GOLDEN GREGORY LLP
                                 171 17TH STREET
                                   SUITE 2100
                             ATLANTA, GEORGIA 30363

<TABLE>
<CAPTION>
                                                    CALCULATION OF REGISTRATION FEE
<S>                             <C>                  <C>                         <C>                 <C>
------------------------------------------------------------------------------------------------------------------------
                                                      Proposed maximum           Proposed maximum      Amount of
Title of each class of           Amount to be        offering price per              aggregate        registration
securities to be registered     registered((2))           share                   offering price          fee
------------------------------------------------------------------------------------------------------------------------

Deferred Compensation
Obligations(1)                    $25,000,000               100%                   $25,000,000          $2,942.50
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The  Deferred  Compensation   Obligations  (the  "Obligations")  under  the
     Rollins,  Inc.  Deferred  Compensation  Plan  (the  "Plan")  are  unsecured
     obligations of Rollins, Inc., a Delaware corporation (the "Registrant"), to
     pay deferred compensation in the future in accordance with the terms of the
     Plan.

(2)  The  amount of  Obligations  registered  is based upon an  estimate  of the
     aggregate amount of deferrals and Company contributions expected to be made
     under the Plan.


<PAGE>


                                     PART II

Item 3. Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
by Rollins,  Inc. (the "Registrant" or the "Company") are hereby incorporated by
reference herein:

     o    Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          2004,  including the material  incorporated  by reference to the proxy
          statement  contained in the Registrant's  Schedule 14A filed March 30,
          2005; and

     o    Quarterly  Reports on Forms 10-Q filed on May 2, 2005,  August 1, 2005
          and October 28, 2005; and

     o    Current  Reports on Forms 8-K filed on January 6,  January 7,  January
          26, January 31,  February 16, April 4, April 27, June 17, July 7, July
          27, September 21, October 5, and October 26, 2005.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
Act"), after the filing of this Registration Statement on Form S-8 (and prior to
the filing of any post-effective  amendment to this Registration Statement which
indicates  that  all   securities   offered  hereby  have  been  sold  or  which
de-registers  all  securities   remaining   unsold),   shall  be  deemed  to  be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such reports and documents.

Item 4.  Description of Securities.

     The  deferred  compensation  obligations  registered  on this Form S-8 (the
"Obligations")  are unsecured  general  obligations of the Registrant to pay the
value of deferred  compensation accounts (the "Accounts") in accordance with the
terms  and  conditions  of the  Plan.  The  obligations  do not have  voting  or
preemptive  rights.  The Obligations are not convertible into any other security
of the Registrant. The following is a description of the terms and conditions of
the Plan.

     Eligibility.  Participation in the Plan is limited to certain  employees of
the  Registrant  and those of the  Registrant's  affiliates who have adopted the
Plan and have been  authorized  to  participate  in the Plan by the  Registrant.
Eligible  employees  are those who (i) have been  designated  as eligible by the
Committee that administers the plan (the "Plan Committee"), and (ii) are members
of a select group of management or highly compensated  employees of the Company,
as  membership  in such group is  determined  for  purposes of Sections  201(2),
301(a)(3) and 401(a)(1) of the Employee  Retirement Income Security Act of 1974,
as amended.

     Salary and Bonus Deferrals.  Eligible employees of the Company may elect to
defer payment of salary and/or  bonuses in any given Plan Year. A "Plan Year" is
a calendar year, except that the initial Plan Year is the period of July 1, 2005
through  December  31,  2005.  An employee  who chooses to  participate  (each a

<PAGE>

"Participant")  may defer up to a maximum  percentage set by the Plan Committee,
but not less than $2,000, of annual base salary for that Plan Year, and/or up to
a maximum percentage set by the Plan Committee, but not less than $2,000, of his
or her annual bonus payable with respect to that Plan Year.

     Company  Credits.  In the sole discretion of the Plan  Committee,  the Plan
permits  the  Registrant  to  (i)  credit  the  Accounts  of  certain   eligible
Participants with discretionary  amount(s) (which discretionary feature the Plan
Committee may wish to use, for example, to "make whole" Participants for credits
that they might otherwise receive under the Registrant's  401(k) plan if not for
their participation in, and compensation deferrals under, the Plan and/or due to
401(k) plan  non-discrimination  testing  results),  and/or (ii) credit  certain
eligible  Participants'  Accounts with discretionary pension restoration amounts
pursuant to a formula set forth in the Plan ("Discretionary  Benefit Restoration
Credits").

     Assumption of Western Plan Obligations.  As of January 1, 2008, the Western
Industries-North,  Inc.  Deferred  Compensation  Plan (the "Western  Plan") will
merge into the Plan.  Any balances  then  credited to the Western Plan  ("Former
Western Plan Balances") will be credited as separate  subaccounts under the Plan
which will constitute Deferred Compensation Obligations.

     Account  Maintenance,  Earnings  and  Losses.  The  Company  will  maintain
bookkeeping accounts (the "Accounts") with respect to all deferrals and credits.
The Accounts  will be entirely  unfunded.  Accounts  will be debited or credited
with the  amounts of certain  hypothetical  investment  returns,  which  reflect
earnings or losses,  based on the  performance  of certain  securities or mutual
funds (the  "Measurement  Funds") selected by the Participant.  Participants may
periodically   alter  the  allocation  of  their  Measurement  Fund  selections.
Participant  Accounts will be debited or credited with earnings and losses as if
the deferred amounts were actually invested in accordance with the Participant's
investment elections, but the actual assets held under the Plan for the purposes
of  eventually  paying Plan  benefits  are not  required to be so  invested.  No
purchases of any  securities  are actually made on behalf of  Participants,  and
Participants  do not  have  any  real  or  beneficial  ownership  in the  actual
securities which a Measurement Fund tracks. The Company's  securities may not be
selected  by  Participants  as a  Measurement  Fund at this time.  However,  the
Company has the discretion to add or discontinue Measurement Funds at any time.

     Compensation  deferrals  elected by Participants  (whether salary or bonus)
made to the  Plan  will be  100%  vested  at all  times.  Discretionary  Benefit
Restoration  Credits  will also be 100% vested at all times.  Any other  Company
discretionary  credits made under the Plan on behalf of a Participant  will vest
in accordance with the matching  contribution  vesting schedule set forth in the
Registrant's 401(k) plan in which the Participant participates. If a Participant
participates in more than one 401(k) plan of the Registrant,  the  Participant's
discretionary  credits  under the Plan will vest in  accordance  with the 401(k)
plan's  vesting  schedule that would provide the  Participant  with the greatest
vested percentage.

     Unsecured  Nature of the  Obligations.  The  Obligations  will be unsecured
general  obligations of the Registrant to pay the deferred  compensation  and/or
additional  amounts in the future in accordance  with the terms of the Plan. The
Obligations  will  rank pari  passu  with  other  unsecured  and  unsubordinated
indebtedness of the Registrant,  from time to time  outstanding.  The Registrant

<PAGE>

has established a grantor,  or "rabbi," trust to serve as a source of funds from
which it can satisfy the  Obligations.  However,  Participants  in the Plan will
have no rights to any assets held by the trust,  except as general  creditors of
the  Registrant.  Assets of any rabbi trust will upon a bankruptcy or insolvency
of  the  Registrant  be  subject  to the  claims  of  the  Registrant's  general
creditors.

     Distributions.  A  Participant's  vested  Account will generally be payable
upon the  Participant's  separation  from  service for any  reason.  The payment
generally will be in the form of a single lump sum,  except that, in the case of
a  separation  from  service  on or  after  the  Participant's  retirement,  the
Participant  may elect (in accordance  with the terms of the Plan and applicable
law) to  receive  distributions  of the  portion  of his or her  vested  Account
attributable  to compensation  deferrals  and/or Former Western Plan Balances in
substantially equal annual installments  (adjusted for earnings and losses) over
a period of 2 to 15 years.  "Retirement"  generally is defined under the Plan as
the attainment of age 65, or age 60 for  Participants  with 20 years of service.
Distributions  upon  separation  from  service  generally  will be made (or will
commence,  in the case of installment  distributions) during the January or July
of the Plan Year following the Plan Year in which the  Participant's  separation
from service occurred (during the following January if the Participant separated
from service in the first half of the Plan Year,  and during the following  July
if the Participant separated from service in the second half of the Plan Year).

     Alternatively, the portion of the Participant's vested Account attributable
to  compensation  deferrals  and/or Former  Western Plan Balances may be paid in
accordance  with the  Participant's  election of  in-service  short-term  payout
dates. A Participant may elect an initial  short-term payout date for amounts to
be deferred  during the period  indicated in the election,  which date may be no
earlier  than the  January of the Plan Year which is at least 3 Plan Years after
the Plan Year during which the amounts are deferred.  With respect to any Former
Western Plan  Balance,  the  Participant  may elect during the period  ending no
later than  December  31,  2005 an initial  short-term  payout  date which is no
earlier than January 2010.  The  Participant  may postpone a previously  elected
short-term  payout  date,  as long as the election is made at least 12 months in
advance of the previously  elected date and the postponement is at least 5 years
in length. If the Participant incurs a separation from service prior to the date
on which an in-service  short-term  payout would otherwise be made, the election
will be null and void and the  Participant's  Account will be  distributed  in a
separation from service distribution.

     A Participant  who suffers a severe  financial  hardship may also request a
hardship  withdrawal.  Hardship withdrawals may be made in the discretion of the
Plan Committee and only in accordance with the requirements of the Plan.

     All distributions under the Plan are made in cash.

     Transferability and Trading in the Obligations.  There is no trading market
for  the  Obligations.  The  Obligations  are  not  subject  in  any  manner  to
anticipation,  alienation,  sale,  transfer,  assignment,  pledge,  encumbrance,
attachment  or  garnishment.  Any  attempt by any person to  transfer  or assign

<PAGE>

benefits under the Plan, other than a claim for benefits by a Participant or his
or her beneficiary(ies), will be null and void.

     Enforcement  of the  Obligations.  No trustee  has been  appointed  to take
action with respect to the Obligations, and each Participant in the Plan will be
responsible for enforcing his or her own rights with respect to the Obligations.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the securities  that may be offered under the Plans will be
passed upon for the  Registrant by Arnall Golden  Gregory LLP. As of November 4,
2005,  attorneys  who are partners of or employed by Arnall  Golden  Gregory who
have  provided  advice with respect to this matter own  approximately  1% of the
outstanding  common stock in each of Marine Products  Corporation and RPC, Inc.,
which are affiliates of the Registrant.

Item 6.  Indemnification of Directors and Officers.

     Delaware Law. The Registrant is a Delaware corporation.  Section 145 of the
Delaware  General  Corporation  Law  provides for  indemnification  of officers,
directors  and other  persons for losses and  expenses  incurred  under  certain
circumstances. The Registrant's By-Laws provide for indemnification of officers,
directors and the  Registrant's  general counsel to the fullest extent permitted
by Section 145 of the Delaware General Corporation Law.

     Indemnification  Under  the Plan.  Each  Participant  under the Plan,  as a
condition to participating in the Plan, is deemed to indemnify and hold harmless
the Plan Committee and the Company, as well as their agents and representatives,
from any losses or damages of any kind relating to:

     o    the Measurement Funds made available under the Plan; and

     o    any   discrepancy   between:   (i)  the  credits  and  debits  to  the
          Participant's Account based on the performance of selected Measurement
          Funds  and  the  application  of the  crediting  and  debiting  method
          utilized  under  the  Plan;  and (ii)  what  the  credits  and  debits
          otherwise might have been, had the Participant actually invested funds
          in the same Measurement Funds.

     D&O  Insurance.  The  Registrant  maintains  liability  insurance  for  its
directors and officers covering,  subject to certain  exceptions,  any actual or
alleged  negligent act, error,  omission,  misstatement,  misleading  statement,
neglect  or  breach  of duty by such  directors  or  officers,  individually  or
collectively,  in the  discharge of their duties in their  capacity as directors
and officers of the Registrant.

Item 7.  Exemption from Registration Claimed.

     Not applicable.


<PAGE>

Item 8.  Exhibits.

         Exhibit No.                Description

               4.1*           Rollins,   Inc.,  Amended  and  Restated  Deferred
                              Compensation Plan

               4.2*           Form of Plan Agreement  between Rollins,  Inc. and
                              Participants in the Deferred Compensation Plan

               4.3*           Form  of   Annual   Base   Salary   Deferral   and
                              Distribution  Election  Form  under  the  Deferred
                              Compensation Plan

               4.4*           Form  of  Annual  Bonus   Payments   Deferral  and
                              Distribution  Election  Form  under  the  Deferred
                              Compensation Plan

               4.5*           Form of  Measurement  Fund Election Form under the
                              Deferred Compensation Plan

               5.1*           Opinion  of  counsel   as  to   legality   of  the
                              securities being registered

               23.1*          Consent of Arnall Golden  Gregory LLP (included in
                              opinion filed as Exhibit 5.1)

               23.2*          Consent of Grant Thornton LLP

               23.3*          Consent of Ernst & Young LLP

               24*            Power of Attorney (included on signature page)

 ------------------
* filed herewith.

Item 9. Undertakings.

     (a)  The undersigned Registrant hereby undertakes as follows:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933 (the "Act");


<PAGE>

               (ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective  date of the  registration  statement (or the
               most recent post-effective amendment thereof) which, individually
               or in  the  aggregate,  represent  a  fundamental  change  in the
               information set forth in the registration statement;

               (iii) To include any  material  information  with  respect to the
               plan of distribution not previously disclosed in the registration
               statement  or any  material  change  to such  information  in the
               registration statement;

               Provided,  however,  that paragraphs (1)(i) and (1)(ii) shall not
               apply  if  the   information   required   to  be  included  in  a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic reports filed with or furnished to the Commission by the
               Registrant  pursuant  to  Section  13 or  Section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference in the registration statement.

          (2) That, for the purpose of determining  any liability under the Act,
     each such post-effective amendment shall be deemed to be a new registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the  foregoing  provisions  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atlanta, State of Georgia, on November 9, 2005.

                                   ROLLINS, INC.


                                   By:  /s/ Gary W. Rollins
                                        ----------------------------------------
                                         Gary W. Rollins
                                         Chief Executive Officer, President and
                                         Chief Operating Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.  Each person whose signature appears below
hereby  constitutes and appoints R. Randall Rollins and Gary W. Rollins,  or any
one of them, as such person's  true and lawful  attorney-in-fact  and agent with
full power of substitution  for such person and in such person's name, place and
stead,  in any and all  capacities,  to sign and to file with the Securities and
Exchange  Commission,  any and all amendments and  post-effective  amendments to
this  Registration  Statement,  with  exhibits  thereto and other  documents  in
connection  therewith,  granting unto said attorney-in-fact and agent full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes  as such  person  might or could do in  person,  hereby  ratifying  and
confirming all that said attorney-in-fact and agent, or any substitute therefor,
may lawfully do or cause to be done by virtue thereof.

<TABLE>
<CAPTION>
<S>                                        <C>                                                     <C>
SIGNATURE                                  TITLE                                                   DATE
---------                                  -----                                                   ----

/s/ Gary W. Rollins                        Chief Executive Officer, President and Chief            November 9, 2005
------------------------------------       Operating Officer (principal executive officer), and
Gary W. Rollins                            Director


/s/ Harry J. Cynkus                        Chief Financial Officer and Treasurer                   November 9, 2005
------------------------------------       (principal financial and accounting officer)
Harry J. Cynkus


/s/ R. Randall Rollins                     Chairman of the Board of Directors                      November 17, 2005
------------------------------------
R. Randall Rollins


/s/ Wilton Looney                          Director                                                November 9, 2005
------------------------------------
Wilton Looney


/s/ Henry B. Tippie                        Director                                                November 9, 2005
------------------------------------
Henry B. Tippie


/s/ James B. Williams                      Director                                                November 9, 2005
------------------------------------
James B. Williams


/s/ Bill J. Dismuke                        Director                                                November 9, 2005
------------------------------------
Bill J. Dismuke
</TABLE>



<PAGE>




                                  EXHIBIT INDEX


         Exhibit No.                Description

               4.1*           Rollins,   Inc.,  Amended  and  Restated  Deferred
                              Compensation Plan

               4.2*           Form of Plan Agreement  between Rollins,  Inc. and
                              Participants in the Deferred Compensation Plan

               4.3*           Form  of   Annual   Base   Salary   Deferral   and
                              Distribution  Election  Form  under  the  Deferred
                              Compensation Plan

               4.4*           Form  of  Annual  Bonus   Payments   Deferral  and
                              Distribution  Election  Form  under  the  Deferred
                              Compensation Plan

               4.5*           Form of  Measurement  Fund Election Form under the
                              Deferred Compensation Plan

               5.1*           Opinion  of  counsel   as  to   legality   of  the
                              securities being registered

               23.1*          Consent of Arnall Golden  Gregory LLP (included in
                              opinion filed as Exhibit 5.1)

               23.2*          Consent of Grant Thornton LLP

               23.3*          Consent of Ernst & Young LLP

               24*            Power of Attorney (included on signature page)

 ------------------
* filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "rollinss81105.txt", "description": "FORM S-8", "secsgml_size_bytes": 27027}]
{"company-data": {"conformed-name": "ROLLINS INC", "cik": "0000084839", "assigned-sic": "7340", "irs-number": "510068479", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-129789", "film-number": "051213638"}, "business-address": {"street1": "2170 PIEDMONT RD NE", "city": "ATLANTA", "state": "GA", "zip": "30324", "phone": "4048882000"}, "mail-address": {"street1": "2170 PIEDMONT ROAD NE", "city": "ATLANTA", "state": "GA", "zip": "30324"}}
As filed with the Securities and Exchange Commission on November 17, 2005

                                            Registration Statement No. 333-_____
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

         DELAWARE                                           51-0068479
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                          Identification No.)

                 2170 PIEDMONT ROAD, N.E. ATLANTA, GEORGIA 30324
   (Address, including zip code, of registrant's principal executive offices)

                    ROLLINS, INC. DEFERRED COMPENSATION PLAN
                              (Full Title of Plan)

                               R. Randall Rollins
                              Chairman of the Board
                            2170 Piedmont Road, N.E.
                             Atlanta, Georgia 30324
                                 (404) 888-2000
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                     COPY TO: T. CLARK FITZGERALD III, ESQ.
                            ARNALL GOLDEN GREGORY LLP
                                 171 17TH STREET
                                   SUITE 2100
                             ATLANTA, GEORGIA 30363
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                                      Proposed maximum           Proposed maximum      Amount of
Title of each class of           Amount to be        offering price per              aggregate        registration
securities to be registered     registered((2))           share                   offering price          fee
------------------------------------------------------------------------------------------------------------------------

Deferred Compensation
Obligations(1)                    $25,000,000               100%                   $25,000,000          $2,942.50
------------------------------------------------------------------------------------------------------------------------
(1)  The  Deferred  Compensation   Obligations  (the  "Obligations")  under  the
     Rollins,  Inc.  Deferred  Compensation  Plan  (the  "Plan")  are  unsecured
     obligations of Rollins, Inc., a Delaware corporation (the "Registrant"), to
     pay deferred compensation in the future in accordance with the terms of the
     Plan.

(2)  The  amount of  Obligations  registered  is based upon an  estimate  of the
     aggregate amount of deferrals and Company contributions expected to be made
     under the Plan.
PART II

Item 3. Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
by Rollins,  Inc. (the "Registrant" or the "Company") are hereby incorporated by
reference herein:

     o    Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          2004,  including the material  incorporated  by reference to the proxy
          statement  contained in the Registrant's  Schedule 14A filed March 30,
          2005; and

     o    Quarterly  Reports on Forms 10-Q filed on May 2, 2005,  August 1, 2005
          and October 28, 2005; and

     o    Current  Reports on Forms 8-K filed on January 6,  January 7,  January
          26, January 31,  February 16, April 4, April 27, June 17, July 7, July
          27, September 21, October 5, and October 26, 2005.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
Act"), after the filing of this Registration Statement on Form S-8 (and prior to
the filing of any post-effective  amendment to this Registration Statement which
indicates  that  all   securities   offered  hereby  have  been  sold  or  which
de-registers  all  securities   remaining   unsold),   shall  be  deemed  to  be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such reports and documents.

Item 4.  Description of Securities.

     The  deferred  compensation  obligations  registered  on this Form S-8 (the
"Obligations")  are unsecured  general  obligations of the Registrant to pay the
value of deferred  compensation accounts (the "Accounts") in accordance with the
terms  and  conditions  of the  Plan.  The  obligations  do not have  voting  or
preemptive  rights.  The Obligations are not convertible into any other security
of the Registrant. The following is a description of the terms and conditions of
the Plan.

     Eligibility.  Participation in the Plan is limited to certain  employees of
the  Registrant  and those of the  Registrant's  affiliates who have adopted the
Plan and have been  authorized  to  participate  in the Plan by the  Registrant.
Eligible  employees  are those who (i) have been  designated  as eligible by the
Committee that administers the plan (the "Plan Committee"), and (ii) are members
of a select group of management or highly compensated  employees of the Company,
as  membership  in such group is  determined  for  purposes of Sections  201(2),
301(a)(3) and 401(a)(1) of the Employee  Retirement Income Security Act of 1974,
as amended.

     Salary and Bonus Deferrals.  Eligible employees of the Company may elect to
defer payment of salary and/or  bonuses in any given Plan Year. A "Plan Year" is
a calendar year, except that the initial Plan Year is the period of July 1, 2005
through  December  31,  2005.  An employee  who chooses to  participate  (each a
"Participant")  may defer up to a maximum  percentage set by the Plan Committee,
but not less than $2,000, of annual base salary for that Plan Year, and/or up to
a maximum percentage set by the Plan Committee, but not less than $2,000, of his
or her annual bonus payable with respect to that Plan Year.

     Company  Credits.  In the sole discretion of the Plan  Committee,  the Plan
permits  the  Registrant  to  (i)  credit  the  Accounts  of  certain   eligible
Participants with discretionary  amount(s) (which discretionary feature the Plan
Committee may wish to use, for example, to "make whole" Participants for credits
that they might otherwise receive under the Registrant's  401(k) plan if not for
their participation in, and compensation deferrals under, the Plan and/or due to
401(k) plan  non-discrimination  testing  results),  and/or (ii) credit  certain
eligible  Participants'  Accounts with discretionary pension restoration amounts
pursuant to a formula set forth in the Plan ("Discretionary  Benefit Restoration
Credits").

     Assumption of Western Plan Obligations.  As of January 1, 2008, the Western
Industries-North,  Inc.  Deferred  Compensation  Plan (the "Western  Plan") will
merge into the Plan.  Any balances  then  credited to the Western Plan  ("Former
Western Plan Balances") will be credited as separate  subaccounts under the Plan
which will constitute Deferred Compensation Obligations.

     Account  Maintenance,  Earnings  and  Losses.  The  Company  will  maintain
bookkeeping accounts (the "Accounts") with respect to all deferrals and credits.
The Accounts  will be entirely  unfunded.  Accounts  will be debited or credited
with the  amounts of certain  hypothetical  investment  returns,  which  reflect
earnings or losses,  based on the  performance  of certain  securities or mutual
funds (the  "Measurement  Funds") selected by the Participant.  Participants may
periodically   alter  the  allocation  of  their  Measurement  Fund  selections.
Participant  Accounts will be debited or credited with earnings and losses as if
the deferred amounts were actually invested in accordance with the Participant's
investment elections, but the actual assets held under the Plan for the purposes
of  eventually  paying Plan  benefits  are not  required to be so  invested.  No
purchases of any  securities  are actually made on behalf of  Participants,  and
Participants  do not  have  any  real  or  beneficial  ownership  in the  actual
securities which a Measurement Fund tracks. The Company's  securities may not be
selected  by  Participants  as a  Measurement  Fund at this time.  However,  the
Company has the discretion to add or discontinue Measurement Funds at any time.

     Compensation  deferrals  elected by Participants  (whether salary or bonus)
made to the  Plan  will be  100%  vested  at all  times.  Discretionary  Benefit
Restoration  Credits  will also be 100% vested at all times.  Any other  Company
discretionary  credits made under the Plan on behalf of a Participant  will vest
in accordance with the matching  contribution  vesting schedule set forth in the
Registrant's 401(k) plan in which the Participant participates. If a Participant
participates in more than one 401(k) plan of the Registrant,  the  Participant's
discretionary  credits  under the Plan will vest in  accordance  with the 401(k)
plan's  vesting  schedule that would provide the  Participant  with the greatest
vested percentage.

     Unsecured  Nature of the  Obligations.  The  Obligations  will be unsecured
general  obligations of the Registrant to pay the deferred  compensation  and/or
additional  amounts in the future in accordance  with the terms of the Plan. The
Obligations  will  rank pari  passu  with  other  unsecured  and  unsubordinated
indebtedness of the Registrant,  from time to time  outstanding.  The Registrant
has established a grantor,  or "rabbi," trust to serve as a source of funds from
which it can satisfy the  Obligations.  However,  Participants  in the Plan will
have no rights to any assets held by the trust,  except as general  creditors of
the  Registrant.  Assets of any rabbi trust will upon a bankruptcy or insolvency
of  the  Registrant  be  subject  to the  claims  of  the  Registrant's  general
creditors.

     Distributions.  A  Participant's  vested  Account will generally be payable
upon the  Participant's  separation  from  service for any  reason.  The payment
generally will be in the form of a single lump sum,  except that, in the case of
a  separation  from  service  on or  after  the  Participant's  retirement,  the
Participant  may elect (in accordance  with the terms of the Plan and applicable
law) to  receive  distributions  of the  portion  of his or her  vested  Account
attributable  to compensation  deferrals  and/or Former Western Plan Balances in
substantially equal annual installments  (adjusted for earnings and losses) over
a period of 2 to 15 years.  "Retirement"  generally is defined under the Plan as
the attainment of age 65, or age 60 for  Participants  with 20 years of service.
Distributions  upon  separation  from  service  generally  will be made (or will
commence,  in the case of installment  distributions) during the January or July
of the Plan Year following the Plan Year in which the  Participant's  separation
from service occurred (during the following January if the Participant separated
from service in the first half of the Plan Year,  and during the following  July
if the Participant separated from service in the second half of the Plan Year).

     Alternatively, the portion of the Participant's vested Account attributable
to  compensation  deferrals  and/or Former  Western Plan Balances may be paid in
accordance  with the  Participant's  election of  in-service  short-term  payout
dates. A Participant may elect an initial  short-term payout date for amounts to
be deferred  during the period  indicated in the election,  which date may be no
earlier  than the  January of the Plan Year which is at least 3 Plan Years after
the Plan Year during which the amounts are deferred.  With respect to any Former
Western Plan  Balance,  the  Participant  may elect during the period  ending no
later than  December  31,  2005 an initial  short-term  payout  date which is no
earlier than January 2010.  The  Participant  may postpone a previously  elected
short-term  payout  date,  as long as the election is made at least 12 months in
advance of the previously  elected date and the postponement is at least 5 years
in length. If the Participant incurs a separation from service prior to the date
on which an in-service  short-term  payout would otherwise be made, the election
will be null and void and the  Participant's  Account will be  distributed  in a
separation from service distribution.

     A Participant  who suffers a severe  financial  hardship may also request a
hardship  withdrawal.  Hardship withdrawals may be made in the discretion of the
Plan Committee and only in accordance with the requirements of the Plan.

     All distributions under the Plan are made in cash.

     Transferability and Trading in the Obligations.  There is no trading market
for  the  Obligations.  The  Obligations  are  not  subject  in  any  manner  to
anticipation,  alienation,  sale,  transfer,  assignment,  pledge,  encumbrance,
attachment  or  garnishment.  Any  attempt by any person to  transfer  or assign
benefits under the Plan, other than a claim for benefits by a Participant or his
or her beneficiary(ies), will be null and void.

     Enforcement  of the  Obligations.  No trustee  has been  appointed  to take
action with respect to the Obligations, and each Participant in the Plan will be
responsible for enforcing his or her own rights with respect to the Obligations.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the securities  that may be offered under the Plans will be
passed upon for the  Registrant by Arnall Golden  Gregory LLP. As of November 4,
2005,  attorneys  who are partners of or employed by Arnall  Golden  Gregory who
have  provided  advice with respect to this matter own  approximately  1% of the
outstanding  common stock in each of Marine Products  Corporation and RPC, Inc.,
which are affiliates of the Registrant.

Item 6.  Indemnification of Directors and Officers.

     Delaware Law. The Registrant is a Delaware corporation.  Section 145 of the
Delaware  General  Corporation  Law  provides for  indemnification  of officers,
directors  and other  persons for losses and  expenses  incurred  under  certain
circumstances. The Registrant's By-Laws provide for indemnification of officers,
directors and the  Registrant's  general counsel to the fullest extent permitted
by Section 145 of the Delaware General Corporation Law.

     Indemnification  Under  the Plan.  Each  Participant  under the Plan,  as a
condition to participating in the Plan, is deemed to indemnify and hold harmless
the Plan Committee and the Company, as well as their agents and representatives,
from any losses or damages of any kind relating to:

     o    the Measurement Funds made available under the Plan; and

     o    any   discrepancy   between:   (i)  the  credits  and  debits  to  the
          Participant's Account based on the performance of selected Measurement
          Funds  and  the  application  of the  crediting  and  debiting  method
          utilized  under  the  Plan;  and (ii)  what  the  credits  and  debits
          otherwise might have been, had the Participant actually invested funds
          in the same Measurement Funds.

     D&O  Insurance.  The  Registrant  maintains  liability  insurance  for  its
directors and officers covering,  subject to certain  exceptions,  any actual or
alleged  negligent act, error,  omission,  misstatement,  misleading  statement,
neglect  or  breach  of duty by such  directors  or  officers,  individually  or
collectively,  in the  discharge of their duties in their  capacity as directors
and officers of the Registrant.

Item 7.  Exemption from Registration Claimed.

     Not applicable.
Item 8.  Exhibits.

         Exhibit No.                Description

               4.1*           Rollins,   Inc.,  Amended  and  Restated  Deferred
                              Compensation Plan

               4.2*           Form of Plan Agreement  between Rollins,  Inc. and
                              Participants in the Deferred Compensation Plan

               4.3*           Form  of   Annual   Base   Salary   Deferral   and
                              Distribution  Election  Form  under  the  Deferred
                              Compensation Plan

               4.4*           Form  of  Annual  Bonus   Payments   Deferral  and
                              Distribution  Election  Form  under  the  Deferred
                              Compensation Plan

               4.5*           Form of  Measurement  Fund Election Form under the
                              Deferred Compensation Plan

               5.1*           Opinion  of  counsel   as  to   legality   of  the
                              securities being registered

               23.1*          Consent of Arnall Golden  Gregory LLP (included in
                              opinion filed as Exhibit 5.1)

               23.2*          Consent of Grant Thornton LLP

               23.3*          Consent of Ernst & Young LLP

               24*            Power of Attorney (included on signature page)

 ------------------
* filed herewith.

Item 9. Undertakings.

     (a)  The undersigned Registrant hereby undertakes as follows:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933 (the "Act");
(ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective  date of the  registration  statement (or the
               most recent post-effective amendment thereof) which, individually
               or in  the  aggregate,  represent  a  fundamental  change  in the
               information set forth in the registration statement;

               (iii) To include any  material  information  with  respect to the
               plan of distribution not previously disclosed in the registration
               statement  or any  material  change  to such  information  in the
               registration statement;

               Provided,  however,  that paragraphs (1)(i) and (1)(ii) shall not
               apply  if  the   information   required   to  be  included  in  a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic reports filed with or furnished to the Commission by the
               Registrant  pursuant  to  Section  13 or  Section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference in the registration statement.

          (2) That, for the purpose of determining  any liability under the Act,
     each such post-effective amendment shall be deemed to be a new registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the  foregoing  provisions  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atlanta, State of Georgia, on November 9, 2005.

                                   ROLLINS, INC.

                                   By:  /s/ Gary W. Rollins
                                        ----------------------------------------
                                         Gary W. Rollins
                                         Chief Executive Officer, President and
                                         Chief Operating Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.  Each person whose signature appears below
hereby  constitutes and appoints R. Randall Rollins and Gary W. Rollins,  or any
one of them, as such person's  true and lawful  attorney-in-fact  and agent with
full power of substitution  for such person and in such person's name, place and
stead,  in any and all  capacities,  to sign and to file with the Securities and
Exchange  Commission,  any and all amendments and  post-effective  amendments to
this  Registration  Statement,  with  exhibits  thereto and other  documents  in
connection  therewith,  granting unto said attorney-in-fact and agent full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes  as such  person  might or could do in  person,  hereby  ratifying  and
confirming all that said attorney-in-fact and agent, or any substitute therefor,
may lawfully do or cause to be done by virtue thereof.
SIGNATURE                                  TITLE                                                   DATE
---------                                  -----                                                   ----

/s/ Gary W. Rollins                        Chief Executive Officer, President and Chief            November 9, 2005
------------------------------------       Operating Officer (principal executive officer), and
Gary W. Rollins                            Director

/s/ Harry J. Cynkus                        Chief Financial Officer and Treasurer                   November 9, 2005
------------------------------------       (principal financial and accounting officer)
Harry J. Cynkus

/s/ R. Randall Rollins                     Chairman of the Board of Directors                      November 17, 2005
------------------------------------
R. Randall Rollins

/s/ Wilton Looney                          Director                                                November 9, 2005
------------------------------------
Wilton Looney

/s/ Henry B. Tippie                        Director                                                November 9, 2005
------------------------------------
Henry B. Tippie

/s/ James B. Williams                      Director                                                November 9, 2005
------------------------------------
James B. Williams

/s/ Bill J. Dismuke                        Director                                                November 9, 2005
------------------------------------
Bill J. Dismuke
EXHIBIT INDEX

         Exhibit No.                Description

               4.1*           Rollins,   Inc.,  Amended  and  Restated  Deferred
                              Compensation Plan

               4.2*           Form of Plan Agreement  between Rollins,  Inc. and
                              Participants in the Deferred Compensation Plan

               4.3*           Form  of   Annual   Base   Salary   Deferral   and
                              Distribution  Election  Form  under  the  Deferred
                              Compensation Plan

               4.4*           Form  of  Annual  Bonus   Payments   Deferral  and
                              Distribution  Election  Form  under  the  Deferred
                              Compensation Plan

               4.5*           Form of  Measurement  Fund Election Form under the
                              Deferred Compensation Plan

               5.1*           Opinion  of  counsel   as  to   legality   of  the
                              securities being registered

               23.1*          Consent of Arnall Golden  Gregory LLP (included in
                              opinion filed as Exhibit 5.1)

               23.2*          Consent of Grant Thornton LLP

               23.3*          Consent of Ernst & Young LLP

               24*            Power of Attorney (included on signature page)

 ------------------
* filed herewith.