SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KNOTTEK MICHAEL W

(Last)

(First)

(Middle)

ROLLINS, INC.

2170 PIEDMONT ROAD, N.E.

(Street)

ATLANTA

30324

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROLLINS INC [ ROL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. Vice President and Sec.

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/14/2005		M		32,857	A	$8.75	108,995	D
Common Stock	06/14/2005		M		56,632	A	$7.25	165,627	D
Common Stock	06/14/2005		M		29,127	A	$8.1111	194,754	D
Common Stock	06/14/2005		M		27,000	A	$8.5111	221,754	D
Common Stock	06/14/2005		M		8,976	A	$6.5555	230,730	D
Common Stock	06/15/2005		S⁽¹⁾		154,592	D	$17.766	76,138	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$8.75	06/14/2005		M			32,857	04/28/1999⁽²⁾	04/28/2008	Common Stock	32,857	$0	0	D
Stock Option	$7.25	06/14/2005		M			56,632	01/26/2000⁽³⁾	01/26/2009	Common Stock	56,632	$0	0	D
Stock Option	$8.1111	06/14/2005		M			29,127	01/23/2002⁽⁴⁾	01/23/2011	Common Stock	29,127	$0	0	D
Stock Option	$8.5111	06/14/2005		M			27,000	01/22/2003⁽⁵⁾	01/22/2012	Common Stock	27,000	$0	18,000	D
Stock Option	$6.5555	06/14/2005		M			8,976	01/25/2001⁽⁶⁾	01/25/2010	Common Stock	8,976	$0	0	D

Explanation of Responses:

1. All sales were made pursuant to a forward sale agreement with Morgan Stanley & Co. Incorporated dated June 14, 2005, which calls for delivery of the shares on or about August 2, 2006. Until that time, reporting person will retain all voting rights and dividends.

2. The awards vest over a five (5) year period (1/5 vesting each year beginning 4/28/99) from the date of the grant.

3. The awards vest over a five (5) year period (1/5 vesting each year beginning 1/26/00) from the date of the grant.

4. The awards vest over a five (5) year period (1/5 vesting each year beginning 1/23/02) from the date of the grant.

5. The awards vest over a five (5) year period (1/5 vesting each year beginning 1/22/03) from the date of the grant.

6. The awards vest over a five (5) year period (1/5 vesting each year beginning 1/25/01) from the date of the grant.

Remarks:

All share and price information as described on this Form 4 are reflective of the 3-for-2 stock split effective March 10, 2003, and the 3-for-2 stock split effective March 10, 2005.

	/s/ M.W. Knottek	06/16/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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