8-K/A: Current report filing

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

FORM 8-K/A




CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 23, 2002.


Commission file number 1-4422



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


Delaware 51-0068479
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)

2170 Piedmont Road, N.E., Atlanta, Georgia
(Address of principal executive offices)

30324
(Zip Code)

(404) 888-2000
(Registrant's telephone number, including area code)


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INFORMATION TO BE INCLUDED IN THE REPORT

This Form 8-K/A amends the Form 8-K dated July 23, 2002 and
filed on July 24, 2002 by Rollins, Inc. ("Rollins"). This Form
8-K/A is being filed to clarify that Rollins did not consult
with Ernst & Young LLP ("Ernst & Young") with respect to the
type of audit opinion that might be rendered on Rollins'
financial statements during the periods referenced in Item 304
of Regulation S-K.

NOTE 4. CHANGES TO REGISTRANT'S CERTIFYING ACCOUNTANT

On July 23, 2002 Rollins, Inc. voted to dismiss its
independent accountants, Arthur Andersen LLP ("Andersen"), and
to engage the services of Ernst & Young LLP to serve as its
new independent accountants, effective immediately. This
determination followed Rollins' decision to seek proposals
from independent accountants to audit Rollins' financial
statements for the fiscal year ending December 31, 2002. The
decision to dismiss Andersen and to engage the services of
Ernst & Young was approved by Rollins' Board of Directors upon
the recommendation of its Audit Committee.

During Rollins' two most recent fiscal years ended December
31, 2001 and 2000, and the subsequent interim period through
July 23, 2002, there were no disagreements between Rollins and
Andersen on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to Andersen's
satisfaction would have caused them to make reference to the
subject matter of the disagreement in connection with their
reports.

None of the reportable events described under Item
304(a)(1)(v) of Regulation S-K occurred within Rollins' two
most recent fiscal years ended December 31, 2001 and 2000, or
during any subsequent interim period through July 23, 2002.

The audit reports of Andersen on the consolidated financial
statements of Rollins and subsidiaries as of and for the two
fiscal years ended December 31, 2001 and 2000 did not contain
any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or
accounting principles.

As required under Securities and Exchange Commission
regulations, Rollins provided Andersen with a copy of the
foregoing disclosures and requested that Andersen furnish
Rollins with a letter addressed to the Commission stating
whether it agrees with the statements by Rollins in this
disclosure and, if not, stating the respects in which it does
not agree. Although reasonable efforts have been made by
Rollins, it has been unable to obtain such a letter from
Andersen. Rollins is therefore relying on temporary Item
304T(2) of Regulation S-K in filing this report on Form 8-K.

During Rollins' two most recent fiscal years ended December
31, 2001 and 2000, and the subsequent interim period through
July 23, 2002, Rollins did not consult with Ernst & Young with
respect to the application of accounting principles to a
specified transaction or the type of audit opinion that might
be rendered on the Rollins' financial statements or regarding
any of the matters or events set forth in Item 304(a)(2)(i)
and (ii) of Regulation S-K.
SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


ROLLINS, INC.
(Registrant)




Date: August 1, 2002 By: /s/ Gary W. Rollins
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Gary W. Rollins
Chief Executive Officer, President
and Chief Operating Officer
(Member of the Board of Directors)




Date: August 1, 2002 By: /s/ Harry J. Cynkus
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Harry J. Cynkus
Chief Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)