SC14D9C

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                 SCHEDULE 14D-9
                      SOLICITATION/RECOMMENDATION STATEMENT
                             UNDER SECTION 14(d)(4)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                           ROLLINS TRUCK LEASING CORP.
                            (Name of Subject Company)

                           ROLLINS TRUCK LEASING CORP.
                      (Name of Person(s) Filing Statement)

                          Common Stock Par Value $1.00
                         (Title of Class of Securities)

                                   775741-10-1
                      (CUSIP Number of Class of Securities)

                               Klaus M. Belohoubek
                           Rollins Truck Leasing Corp.
                 Vice President - General Counsel and Secretary
                                One Rollins Plaza
                           Wilmington, Delaware 19899
                                 (302) 426-2806

                                 With a copy to:

                          Joseph L. Seiler III LeBoeuf,
                          Lamb, Greene & MacRae, L.L.P.

                              125 West 55th Street
                               New York, NY 10019
                                 (212) 424-8137
                 (Name, Address, and Telephone Number of Person
                Authorized to Receive Notices and Communications
                  on Behalf of the Person(s) Filing Statement)

Check the box if the filing relates solely to  preliminary  communications  made
before the commencement of a tender offer.

ITEMS 1 - 8.





N/A

ITEM 9. EXHIBITS.

Text of Press Release issued by Rollins Truck Leasing Corp. on January 15, 2001.

Text of script used for  conference  call to employees by Rollins  Truck Leasing
Corp. on January 15, 2001.

EX-99.1

                                         Contact:    Louise Moyer
                                                     Penske Truck Leasing
                                                     (610) 775-6408

                                                     Patrick J. Bagley
                                                     Rollins Truck Leasing Corp.
                                                     (302) 426-3409

              Penske Truck Leasing to Acquire Rollins Truck Leasing

     READING,  Pa.  (January 15, 2001) - Penske Truck  Leasing Co., LP, based in
Reading,  Pa. has agreed to acquire  Rollins Truck Leasing  Corp.  (NYSE:  RLC),
based in Wilmington, Del. The acquisition will be made in a cash tender offer of
$13 for each outstanding  share of Rollins' common stock. The purchase price for
the shares is  approximately  $754  million.  The Rollins board of directors has
unanimously approved the agreement.

     "We are excited about the tremendous  opportunity this purchase creates for
both companies," said Roger Penske, chairman, Penske Truck Leasing. "Rollins and
Penske Truck Leasing share the same values,  commitment to our people and to our
customers."

     Rollins Truck Leasing  Corp. is a national  full-service  truck leasing and
rental company, which services more than 53,000 vehicles under various lease and
maintenance agreements from approximately 270 locations in the U.S. and Canada.

     "Because of our shared values,  this represents the next step in our growth
and the growth of our finest asset - our people.  It is also an  excellent  deal
for all  shareholders,"  said John W. Rollins,  Jr.,  president and CEO, Rollins
Truck Leasing Corp.

     Penske  Truck  Leasing  is  a  global   transportation   services  provider
headquartered  in Reading,  Pa.,  with annual  revenues  of  approximately  $2.7
billion. The company operates more than 152,000 heavy-,  medium-, and light-duty
trucks and serves  customers  from  approximately  750  locations  in the United
States,  Canada,  Mexico,  South  America  and  Europe.  Product  lines  include
full-service  leasing,  contract  maintenance,  commercial and consumer  rental,
integrated logistics services and supply chain management.

     The  acquisition  is subject to regulatory  approval and customary  closing
conditions.  Penske Truck Leasing expects to begin the tender offer within seven
business  days and the offer will be held open for a minimum of twenty  business
days, as required under Securities and Exchange Commission rules.

                                     -more-





Penske Acquires Rollins/Page 2

     This  announcement  is not an offer to purchase  nor a  solicitation  of an
offer to sell  shares.  The tender offer for the  outstanding  shares of Rollins
common stock described in this  announcement has not yet commenced.  At the time
the offer is commenced,  Penske Truck Leasing will file a tender offer statement
with the SEC and Rollins will file a solicitation/recommendation  statement with
respect to the offer.  Investors  and  security  holders of Rollins are urged to
read each of the  tender  offer  statement  and the  solicitation/recommendation
statement  referenced in this press release when they become  available  because
they will contain important information about the transaction.

     Investors  and security  holders may obtain free copies of the tender offer
statement  and  the  solicitation/recommendation   statement  when  they  become
available and other documents filed by Rollins and Penske Truck Leasing with the
SEC at the SEC's web site at  www.sec.gov.  and from  Rollins  and Penske  Truck
Leasing.

     Morgan Stanley Dean Witter advised Rollins in this transaction.

                                      # # #

EX-99.2

[Informal introductory remarks were made by Larry Brown prior to the following.]

To our employees:

Over  the  last  year or so our  company  has  distinguished  itself  with  some
outstanding accomplishments.  One of the highlights has been our ability to grow
our company both in number of new branches and in revenue.

There were several reasons we were able to achieve outstanding growth.

#1. Our FSL team through our "Mandate  2000" program sold new business at record
levels.

#2. Our  Commercial  Rental team via their efforts  allowed us to achieve record
Commercial Rental revenue.

#3. We made three important acquisitions in a six-month span.

     First was Range Transportation, which gave us our first presence in Canada.

     Second,  Keen  Leasing  expanded  our  coverage  in  Central PA and the Mid
     Atlantic area.

     Finally,  our UPS deal not only greatly expanded our sunbelt operations but
     we also formed an alliance with UPS to be the  preferred  provider of truck
     leasing,  truck rental and truck  maintenance to their World Wide Dedicated
     Services Group.

     We  accomplished  all these  positives  and more yet the value of our stock
during this period went from a high of 12 1/4 to a  disappointing  low of 4 7/8.
As I am sure you know the price per share of our stock  represents  the value to
the people and institutions who have invested their dollars in our company. This
also reflects how our efforts are valued in the financial markets.

     The  management  of your  company felt  strongly  that your efforts and our
company stock were substantially undervalued.

     As a result  many  months ago Morgan  Stanley  Dean  Witter of New York was
retained to analyze and investigate ways to increase our value.

     After months of evaluation and analysis it was determined that the best way
to increase our value to a realistic  level in a  reasonable  amount of time was
through joining our company with another top quality transportation company.

     Throughout  the  selection  process and months of working  with a number of
high quality transportation companies,  Penske Truck Leasing Co has succeeded in
providing what we believe is the best opportunity for our shareholders, the vast
majority of our employees and for our customers.

     Rollins and Penske have entered into an agreement for Penske to make a cash
tender offer for all of the outstanding  shares of Rollins stock for $13.00 cash
per  share  net to  the  shareholder.  This  agreement  is  subject  to  various
regulatory approvals.

     All of us have known Penske as a tough competitor. They are also one of the
highest quality companies in our industry.

     In the days and weeks  ahead you will be hearing  more about the details of
how the uniting of our two outstanding  truck leasing  companies will impact you
in terms of continuing opportunities.

     We want to thank each and every one of you for your  tremendous  effort and
contributions   that  have  enabled  our  company  to  take  advantage  of  this
opportunity.

Sincerely,



Larry Brown

[Informal remarks were then made by Roger Penske.]