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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ROLLINS RANDALL R   2. Issuer Name and Ticker or Trading Symbol ROLLINS INC [ROL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman of the Board (Last) (First) (Middle) 2170 PIEDMONT RD 3. Date of Earliest Transaction (Month/Day/Year) 01/24/2006 (Street) ATLANTA, GA 30324 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Rollins, Inc. Common Stock $1 Par Value 01/24/2006   A   15,000 (1) A $ 0 80,432 (2) D   Rollins, Inc. Common Stock $1 Par Value               141,529 (3) I By Spouse Rollins, Inc. Common Stock $1 Par Value               33,027 (3) I Trustee of Trusts for Children Rollins, Inc. Common Stock $1 Par Value               53,324 (3) I Co-Trustee of Charitable Fund Rollins, Inc. Common Stock $1 Par Value               1,338,750 (3) I Co-Trustee of Charitable Foundation Rollins, Inc. Common Stock $1 Par Value               31,846,915 (3) I RFPS Management Company I, LP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ROLLINS RANDALL R 2170 PIEDMONT RD ATLANTA, GA 30324	X	X	Chairman of the Board

Signatures

Glenn P. Grove, Jr., as attorney-in-fact for R. Randall Rollins		01/26/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents restricted shares that vest 20% per year beginning in 2008
(2)	This number also includes 15,000 restricted shares that vest 20% per year beginning in 2006 and 3,819 shares of Rollins, Inc. common stock invested in an IRA plan.
(3)	R. Randall Rollins disclaims for the purpose of Section 16 of the Securities and Exchange Act of 1934 the beneficial ownership of the shares described in Table 1, lines 2-3, except to the extent of any pecuniary interest therein, and this report is not an admission of such beneficial ownership.

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