Registration No. 333- ___________

                                    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 of Principal Executive Offices) (Zip Code)

                Rollins, Inc. 1998 Employee Stock Incentive Plan
                ------------------------------------------------
                            (Full title of the plan)

                               R. Randall Rollins
                              Chairman of the Board
                            2170 Piedmont Road, N.E.
                             Atlanta, Georgia 30324
                ------------------------------------------------
                     (Name and address of agent for service)

                                 (404) 888-2000
                ------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                           B. Joseph Alley, Jr., Esq.
                          Arnall Golden & Gregory, LLP
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3450
                                 (404) 873-8688

                        CALCULATION OF REGISTRATION FEE*
--------------------------------------------------------------------------------
    Title of      Amount    Proposed maximum   Proposed maximum      Amount of
securities to     to be     offering price    aggregate offering   registration
be registered   registered    per share             price              fee*
--------------------------------------------------------------------------------
Common Stock
$1.00 Par Value  1,800,000 Shares  $18.00        $32,400,000        $8,553.60
--------------------------------------------------------------------------------


*        Calculated  pursuant  to Rule 45(c) and (h),  based upon the average of
         the high and low prices  reported  for the common stock on the New York
         Stock Exchange on October 31, 2000.
<PAGE>
                                     PART II

                           INFORMATION REQUIRED IN THE

                             REGISTRATION STATEMENT

         Item 3. Incorporation of Documents by Reference.

         The following documents are incorporated by reference in the
registration statement:

         (a) The registrant's annual report on Form 10-K for the year ended
December 31, 1999 as amended by the Form 10-K/A filed with the Commission on
November 3, 2000;

         (b) The registrant's Form 10-Q for the quarter ended March 31, 2000;

         (c) The registrant's Form 10-Q for the quarter ended June 30, 2000;

         (d) The registrant's Form 8-K dated August 18, 2000 (filed September
             14, 2000);

         (e) The description of the  registrant's  common stock contained in the
registrant's  registration  statement  filed under Section 12 of the  Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description; and

         (f) All  documents  subsequently  filed by the  registrant  pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the filing of a post-effective amendment to this registration statement
which indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares then remaining  unsold,  shall be deemed to
be  incorporated  by reference in this  registration  statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration  statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

         Item 4.  Description of Securities.

         Not applicable.

         Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

         Item 6.  Indemnification of Directors and Officers.

         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 ByLaws 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.

         Item 7.  Exemption from Registration Claimed.

         Not applicable.

         Item 8.  Exhibits.

         The  following  exhibits  are  furnished  as part of this  registration
statement:

EXHIBIT NO.                 EXHIBITS

4                           Form of Common Stock Certificate of Rollins, Inc.
                            (Incorporated by reference to Exhibit 4 to the
                            Registrant's Form 10-K for the year ended December
                            31, 1999)

5*                          Opinion of Arnall Golden & Gregory, LLP regarding
                            legality

23(a)*                      Consent of Arnall Golden & Gregory, LLP (included
                            in Exhibit No. 5)

23(b)*                      Consent of Arthur Andersen LLP

                                      2
<PAGE>
99.1                        Rollins, Inc. 1998 Employee Stock  Incentive Plan
                            (Incorporated by reference to Exhibit A to the
                            Definitive Proxy Statement filed with the Securities
                            and Exchange Commission on March 25, 1998)

----------
* Filed herewith

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (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;

                           (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  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed 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 Securities Act of 1933, 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 Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
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
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described in Item 6, 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.

                                       3
<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 3, 2000.

                               ROLLINS, INC.

                               By: /s/ R. Randall Rollins
                                       ------------------
                                       R. Randall Rollins
                                       Chairman of the Board of
                                       Directors

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below  constitutes  and appoints R. Randall Rollins and Gary W. Rollins,
and each of them,  his true and lawful  attorneys-in-fact  and agents  with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this registration statement, and to file the same
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities  and  Exchange  Commission,  granting  each and  every  act and thing
requisite and  necessary to be done in and about the  premises,  as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
or his substitutes, may lawfully do or cause to be done by virtue hereof.

         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.

      Signature                          Title                         Date
      ---------                          -----                         ----

/s/ R. Randall Rollins     Chairman of the Board and            November 3, 2000
----------------------      Chief Executive Officer
R. Randall Rollins         (Principal Executive  Officer)

/s/ Harry J. Cynkus        Chief Financial Officer and          November 3, 2000
----------------------      Treasurer
Harry J. Cynkus            (Principal Financial and
                             Accounting Officer)

/s/ Gary W. Rollins        Director                             November 3, 2000
----------------------
Gary W. Rollins

/s/ Henry B. Tippie        Director                             November 3, 2000
----------------------
Henry B. Tippie

/s/ Wilton Looney          Director                             November 3, 2000
----------------------
Wilton Looney

/s/ James B. Williams      Director                             November 3, 2000
----------------------
James B. Williams

/s/ Bill J. Dismuke        Director                             November 3, 2000
----------------------
Bill J. Dismuke

                                       4
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{"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": "333-49308", "film-number": "753172"}, "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"}}
Registration No. 333- ___________

                                    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 of Principal Executive Offices) (Zip Code)

                Rollins, Inc. 1998 Employee Stock Incentive Plan
                ------------------------------------------------
                            (Full title of the plan)

                               R. Randall Rollins
                              Chairman of the Board
                            2170 Piedmont Road, N.E.
                             Atlanta, Georgia 30324
                ------------------------------------------------
                     (Name and address of agent for service)

                                 (404) 888-2000
                ------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                           B. Joseph Alley, Jr., Esq.
                          Arnall Golden & Gregory, LLP
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3450
                                 (404) 873-8688

                        CALCULATION OF REGISTRATION FEE*
--------------------------------------------------------------------------------
    Title of      Amount    Proposed maximum   Proposed maximum      Amount of
securities to     to be     offering price    aggregate offering   registration
be registered   registered    per share             price              fee*
--------------------------------------------------------------------------------
Common Stock
$1.00 Par Value  1,800,000 Shares  $18.00        $32,400,000        $8,553.60
--------------------------------------------------------------------------------

*        Calculated  pursuant  to Rule 45(c) and (h),  based upon the average of
         the high and low prices  reported  for the common stock on the New York
         Stock Exchange on October 31, 2000.
PART II

                           INFORMATION REQUIRED IN THE

                             REGISTRATION STATEMENT

         Item 3. Incorporation of Documents by Reference.

         The following documents are incorporated by reference in the
registration statement:

         (a) The registrant's annual report on Form 10-K for the year ended
December 31, 1999 as amended by the Form 10-K/A filed with the Commission on
November 3, 2000;

         (b) The registrant's Form 10-Q for the quarter ended March 31, 2000;

         (c) The registrant's Form 10-Q for the quarter ended June 30, 2000;

         (d) The registrant's Form 8-K dated August 18, 2000 (filed September
             14, 2000);

         (e) The description of the  registrant's  common stock contained in the
registrant's  registration  statement  filed under Section 12 of the  Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description; and

         (f) All  documents  subsequently  filed by the  registrant  pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the filing of a post-effective amendment to this registration statement
which indicates that all of the shares of common stock offered have been sold or
which deregisters all of such shares then remaining  unsold,  shall be deemed to
be  incorporated  by reference in this  registration  statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration  statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

         Item 4.  Description of Securities.

         Not applicable.

         Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

         Item 6.  Indemnification of Directors and Officers.

         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 ByLaws 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.

         Item 7.  Exemption from Registration Claimed.

         Not applicable.

         Item 8.  Exhibits.

         The  following  exhibits  are  furnished  as part of this  registration
statement:

EXHIBIT NO.                 EXHIBITS

4                           Form of Common Stock Certificate of Rollins, Inc.
                            (Incorporated by reference to Exhibit 4 to the
                            Registrant's Form 10-K for the year ended December
                            31, 1999)

5*                          Opinion of Arnall Golden & Gregory, LLP regarding
                            legality

23(a)*                      Consent of Arnall Golden & Gregory, LLP (included
                            in Exhibit No. 5)

23(b)*                      Consent of Arthur Andersen LLP

                                      2
99.1                        Rollins, Inc. 1998 Employee Stock  Incentive Plan
                            (Incorporated by reference to Exhibit A to the
                            Definitive Proxy Statement filed with the Securities
                            and Exchange Commission on March 25, 1998)

----------
* Filed herewith

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (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;

                           (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  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed 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 Securities Act of 1933, 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 Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
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
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described in Item 6, 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.

                                       3
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 3, 2000.

                               ROLLINS, INC.

                               By: /s/ R. Randall Rollins
                                       ------------------
                                       R. Randall Rollins
                                       Chairman of the Board of
                                       Directors

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below  constitutes  and appoints R. Randall Rollins and Gary W. Rollins,
and each of them,  his true and lawful  attorneys-in-fact  and agents  with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this registration statement, and to file the same
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities  and  Exchange  Commission,  granting  each and  every  act and thing
requisite and  necessary to be done in and about the  premises,  as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
or his substitutes, may lawfully do or cause to be done by virtue hereof.

         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.

      Signature                          Title                         Date
      ---------                          -----                         ----

/s/ R. Randall Rollins     Chairman of the Board and            November 3, 2000
----------------------      Chief Executive Officer
R. Randall Rollins         (Principal Executive  Officer)

/s/ Harry J. Cynkus        Chief Financial Officer and          November 3, 2000
----------------------      Treasurer
Harry J. Cynkus            (Principal Financial and
                             Accounting Officer)

/s/ Gary W. Rollins        Director                             November 3, 2000
----------------------
Gary W. Rollins

/s/ Henry B. Tippie        Director                             November 3, 2000
----------------------
Henry B. Tippie

/s/ Wilton Looney          Director                             November 3, 2000
----------------------
Wilton Looney

/s/ James B. Williams      Director                             November 3, 2000
----------------------
James B. Williams

/s/ Bill J. Dismuke        Director                             November 3, 2000
----------------------
Bill J. Dismuke

                                       4