EXHIBIT 3(B)

REVISED BY-LAWS
OF
ROLLINS, INC.
(JULY 26, 1988)


OFFICES

FIRST: The registered office of the corporation shall be
located at 2170 Piedmont Road, N.E., in the City of Atlanta, Georgia,
and the registered agent in charge of said office shall be C T
Corporation.
CORPORATE SEAL
SECOND: The corporate seal shall have inscribed thereon the
name of the corporation, the year of its incorporation and the words
"Incorporated Delaware."
MEETINGS OF STOCKHOLDERS
THIRD: The annual meeting of stockholders for the election of
directors shall be held on the fourth Tuesday of April at such
office of the corporation as may be designated by the Board of
Directors and included in the notice of such meeting, in each year, or
if that day be a legal holiday, on the next succeeding day not a legal
holiday, at which meeting they shall elect by ballot, by plurality
vote, a board of directors and may transact such other business as may
come before the meeting.
Special meetings of the stockholders may be called at any time
by the chairman and shall be called by the chairman or secretary on
the request in writing or by vote of a majority of the directors or at
the request in writing of stockholders of record owning a majority in
amount of the capital stock outstanding and entitled to vote.


All such meetings of the stockholders shall be held at such
place or places, within or without the State of Delaware, as may from
time to time be fixed by the board of directors or as shall be
specified and fixed by the respective notices or waivers of notice
thereof.
Each stockholder entitled to vote shall, at every meeting of
the stockholders, be entitled to one vote in person or by proxy,
signed by him, for each share of voting stock held by him, but no
proxy shall be voted on after the meeting of stockholders for which
such proxy was solicited and which has been adjourned sine die.
Such right to vote shall be subject to the right of the board of
directors to close the transfer books or to fix a record date for
voting stockholders as hereinafter provided and if the directors
shall not have exercised such right, no share of stock shall be voted
on at any election for directors which shall have been transferred on
the books of the corporation within twenty days next preceding such
election.

Notice of all meetings shall be mailed by the secretary to
each stockholder of record entitled to vote, at his or her last
known post office address, not less than ten days before any annual or
special meeting.

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The holders of a majority of the stock outstanding and
entitled to vote shall constitute a quorum, but the holders of a
smaller amount may adjourn from time to time without further notice
until a quorum is secured.
DIRECTORS
FOURTH: The property and business of this Corporation shall
be managed by a Board of up to nine Directors. The Directors shall be
divided into three classes. The first class (Class I) shall consist
of two (2) Directors and the term of office of such class shall expire
at the next Annual Meeting of Stockholders in 1978. The second class
(Class II) shall consist of two (2) Directors and the term of office
of such class shall expire at the Annual Meeting of Stockholders in
1979. The third class (Class III) shall consist of two (2) Directors
and the term of office of such third class shall expire at the Annual
Meeting of Stockholders in 1980. Should the number of Directors be
increased or decreased in the future, no class of Directors shall have
more than one Director more than any other class of Directors. At
each annual election commencing at the Annual Meeting of Stockholders
in 1978, the successors to the class of Directors whose term expires
at that time shall be elected to hold office for the term of three
years to succeed those whose term expires, so that the term of office
of one class of Directors shall expire in each year. Each Director
shall hold office for the term for which he is elected or appointed or
until his successor shall be elected and qualified, or until his death
or until he shall resign.
POWERS OF DIRECTORS
FIFTH: The board of directors shall have, in addition to such
powers as are hereinafter expressly conferred on it, all such powers
as may be exercised by the corporation, subject to the provisions of
the statute, the certificate of incorporation and the by-laws.
The board of directors shall have power:
To purchase or otherwise acquire property, rights or
privileges for the corporation, which the corporation has power to
take, at such prices and on such terms as the board of directors may
deem proper.
To pay for such property, rights or privileges in whole or in
part with money, stock, bonds,

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debentures or other securities of the
corporation, or by the delivery of other property to the corporation.
To create, make and issue mortgages, bonds, deeds of trust,
trust agreements and negotiable or transferable instruments and
securities, secured by mortgages or otherwise, and to do every other
act and thing necessary to effectuate the same.
To appoint agents, clerks, assistants, factors, employees and
trustees, and to dismiss them at its discretion, to fix their duties
and emoluments and to change them from time to time and to require
security as it may deem proper. Any employee appointed by the board
may be given such designation or title as the board shall determine;
however, any such designation or title given any such employee shall
not be deemed to constitute such employee a corporate officer under
Article EIGHTH of these by-laws.

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To confer on any officer of the corporation the power of
selecting, discharging or suspending such employees.
To determine by whom and in what manner the corporation's
bills, notes, receipts, acceptances, endorsements, checks, releases,
contracts or other documents shall be signed.
MEETING OF DIRECTORS
SIXTH: After such annual election of directors, the newly
elected directors may meet for the purpose of organization, the
election of officers and the transaction of other business, at such
place and time as shall be fixed by the stockholders at the annual
meeting, and, if a majority of the directors be present at such place
and time as shall be fixed by the stockholders at the annual meeting,
and, if a majority of the directors be present at such place an time,
no prior notice of such meeting shall be required to be given to the
directors. The place and time of such meeting may also be fixed by
written consent of the directors.
Regular meetings of the directors shall be held annually
following the stockholders meeting on the fourth Tuesday of April and
quarterly on the fourth Tuesdays of July, October and January of each
year at the executive office of the corporation in Atlanta, Georgia,
or elsewhere and at other times as may be fixed by resolution of the
board.
Special meetings of the directors may be called by the
chairman on two days' notice in writing or on one day's notice by
telegraph to each director and shall be called by the chairman in like
manner on the written request of two directors.

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Special meetings of the directors may be held within or without the
State of Delaware at such places as is indicated in the notice or
waiver of notice thereof.
A majority of the directors shall constitute a quorum, but a
smaller number may adjourn from time to time, without further notice,
until a quorum is secured.
COMPENSATION OF DIRECTORS
AND MEMBERS OF COMMITTEES
SEVENTH: Directors and members of standing committees shall
receive such compensation for attendance at each regular or special
meeting as the board shall from time to time prescribe.
OFFICERS OF THE CORPORATION
EIGHTH: The officers of the corporation shall be a chairman,
a president, a secretary, a treasurer and such other officers as may
from time to time be chosen by the board of directors. The chairman
and the president shall be chosen from among the directors.
One person may hold more than one office.
The officers of the corporation shall hold office
until their successors are chosen and qualify in their stead. Any
officer chosen or appointed by the board of directors may be removed
either with or without cause at any time by the affirmative vote of a
majority of the whole board of directors. If the office of any
officer or officers becomes vacant for any reason, the vacancy shall
be filled by the affirmative vote of a majority of the whole board of
directors.
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DUTIES OF THE CHAIRMAN
NINTH: The chairman shall be the chief executive officer of
the corporation. It shall be his duty to preside at all meetings of
stockholders and directors; to have general and active management of
the business of the corporation; and to see that all orders and
resolutions of the board of directors are carried into effect. The
chairman shall be vested with all the powers and be required to
perform all the duties of the president in his absence or disability.
DUTIES OF THE PRESIDENT
TENTH: The president shall be the chief operating officer of
the corporation. It shall be his duty to execute all contracts,
agreements, deeds, bonds, mortgages and other obligations and
instruments, in the name of the corporation, and to affix the
corporate seal thereto when authorized by the board.
He shall have the general supervision and direction of the
other officers of the corporation and shall see that their duties are
properly performed.
The president shall be vested with all the powers and be
required to perform all the duties of the chairman in his absence or
disability.
CHAIRMAN PRO TEM
ELEVENTH: In the absence or disability of the chairman
and the president, the board may appoint from their own number a
chairman.
SECRETARY
TWELFTH: The secretary shall attend all meetings of the
corporation, the board of directors, the executive committee and
standing committees. He shall act as clerk thereof and shall record
all of the proceedings of such meetings in a book kept for that
purpose. He shall give proper notice of meetings of stockholders and
directors and shall perform such other duties as shall be assigned to
him by the president or the chairman of the board of directors.
TREASURER
THIRTEENTH: The treasurer shall have custody of the funds and
securities of the corporation and

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shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the corporation in such depositories as
may be designated by the board of directors.

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He shall keep an account of stock registered and transferred
in such manner and subject to such

regulations as the board of directors may prescribe.

He shall give the corporation a bond, if required by the board
of directors, in such sum and in form and with security satisfactory
to the board of directors for the faithful performance of the duties
of his office and the restoration to the corporation, in case of his
death, resignation or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession,
belonging to the corporation. He shall perform such other duties as
the board of directors may from time to time prescribe or require.
DUTIES OF OFFICERS MAY BE DELEGATED
FOURTEENTH: In case of the absence of disability of any
officer of the corporation or for any other reason deemed sufficient
by a majority of the board, the board of directors may delegate his
powers or duties to any other officer or to any director for the time
being.
CERTIFICATES OF STOCK
FIFTEENTH: Certificates of stock shall be sign by the
chairman or the president and either the treasurer, assistant
treasurer, secretary or assistant secretary. If a certificate of
stock be lost or destroyed,

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another may be issued in its stead upon
proof of such loss or destruction and the giving of a satisfactory
bond of indemnity , in an amount sufficient to indemnify the
corporation against any claim. A new certificate may be issued
without requiring bond when, in the judgment of the directors, it is
proper to do so. Certificates may be signed by facsimile signature if
so ordered by the board of directors.
TRANSFER OF STOCK
SIXTEENTH: All transfers of stock of the corporation shall be
made upon its books by the holder of the shares in person or by his
lawfully constituted representative, upon surrender of certificates of
stock for cancellation.
The corporation shall have authority to appoint
transfer agents and registrars by resolution of the board of
directors.
CLOSING OF TRANSFER BOOKS
SEVENTEENTH: The board of directors shall have power to close
the stock transfer books of the corporation for a period not exceeding
sixty days preceding the date of any meeting of stockholders or the
date for payment of any dividend or the date for the allotment of
rights or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period of not exceeding
sixty days in connection with obtaining the consent of stockholders
for any purpose; provided, however, that in lieu of closing

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the stock transfer books as aforesaid, the by-laws may fix or authorize
the board of directors to fix in advance a date, not exceeding sixty
days preceding the date of any meeting of stockholders or the date for
the payment of any dividend, or the date for the allotment of rights
or the date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining such
consent, and in such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall be
entitled to such notice of , and to vote at such meeting and any
adjournment thereof, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, or to
give such consent, as the case may be, notwithstanding any transfer of
any stock on the books of the corporation after any such record date
fixed as aforesaid.
STOCKHOLDERS OF RECORD
EIGHTEENTH: The corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable
or other claim to

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or interest in such share on the part of any other
person whether or not is shall have express or other notice thereof,
save as expressly provided by the laws of Delaware.
FISCAL YEAR
NINETEENTH: The fiscal year of the corporation shall begin on
the first day of January in each year.
DIVIDENDS
TWENTIETH: Dividends upon the capital stock may be declared
by the board of directors at any regular or special meeting and may be
paid in cash or in property or in shares of the capital stock. Before
paying any dividend or making any distribution of profits, the
directors may set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose
and may alter or abolish any such reserve or reserves.
CHECKS FOR MONEY
TWENTY-FIRST: All checks, drafts or orders for the payment of
money shall be signed by the treasurer or by such other officer or
officers as the board of directors may from time to time designate.
No check shall be signed in blank. The board of directors also from
time to time may authorize specified employees to sign checks on the
corporation's accounts.

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BOOKS AND RECORDS
TWENTY-SECOND: The books, accounts and records of the
corporation except as otherwise required by the laws of the State of
Delaware, may be kept within or without the State of Delaware, at such
place or places as may from time to time be designated by the by-laws
or by resolution of the directors.
NOTICES
TWENTY-THIRD: Notice required to be given under the
provisions of these by-laws to any director, officer or stockholder
shall not be construed to mean personal notice, but may be given in
writing be depositing the same in a post office or letter-box, in a
postpaid sealed wrapper, addressed to such stockholder, officer or
director at such address as appears on the books of the corporation,
and such notice shall be deemed to be given at the time when the same
shall be thus mailed. Any stockholder, officer or director may waive,
in writing, any notice, required to be given under these by-laws
whether before or after the time stated therein.
AMENDMENTS OF BY-LAWS
TWENTY-FOURTH: These by-laws may be amended, altered,
repealed, or added to at any regular meeting of the stockholders or
board of directors or at any special meeting called for that purpose,
by affirmative vote of a majority of the stock issued and outstanding
and entitled to vote or of a majority of the directors in office, as
the case may be.

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INDEMNIFICATION OF DIRECTORS,
OFFICERS AND EMPLOYEES
TWENTY-FIFTH: Indemnification. The Corporation shall
indemnify, in the manner and to the fullest extent now or hereafter
permitted by the General Corporation Law of the State of Delaware, any
person ( or the estate of any person) who was or is a party to, or is
threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether or not by or in the right of the
Corporation, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person is
or was a director, officer or General Counsel of the Corporation, or
is or was serving at the request of the Corporation as a director,
officer of General Counsel of another corporation, partnership, joint
venture, trust or other enterprise. The indemnification provided
herein shall be made if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of
the Corporation, and, with respect to any criminal action or
proceeding, has not reasonable cause to believe his conduct was
unlawful; except that no indemnification shall be made in respect of
any claim, issue
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or matter as to which such person shall have been determined to be
liable for gross negligence or willful misconduct in the performance
of his duty to the Corporation. Such determination may be made by a
majority of a committee composed of the directors not involved in the
matter in controversy (whether or not a quorum). To the full extent
permitted by law , the indemnification provided herein shall include
expenses (including attorneys' fees), judgements, fines and amounts
paid in settlement, and, in the manner provided by law, any such
expenses may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding. The indemnification
provided herein shall not be deemed to limit the right of the
Corporation to indemnify any other employee for any such expenses to
the full extent provided by the law, nor shall it be deemed exclusive
of any other rights to which any person seeking indemnification from
the Corporation may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to act in another capacity
while holding such office. The Corporation may, to the full extent
permitted by law, purchase and maintain insurance on behalf of any
such person against any liability which may be asserted against him.

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RESTRICTIONS ON STOCK OWNERSHIP
TWENTY-SIXTH: Not more than one-fifth of the shares of stock
of this corporation outstanding at any time shall be owned (of record)
or voted by or for the account of aliens or their representatives or
by or for the account of a foreign government or representatives
thereof or by or for the account of any corporation organized under
the laws of a foreign country. The company or its transfer agent
reserves the right to require any person or corporation tendering
shares for transfer on its books to exhibit evidence of citizenship
and no shares of the corporation will be transferred should the
recording of such transfer result in more than twenty percent (20%) of
the outstanding and issued stock of the corporation being registered
in the name of an alien or representative of an alien.
No person shall be elected an officer or director of the
company who is not at the time of his election a citizen of the
United States of America.
At the discretion of the board of directors or its officers to
whom the board delegates authority in connection with the printing of
stock certificates to be issued by the corporation, a legend may be
placed on such certificates, reading as follows:
"Federal law restricts the ownership of shares in the issuing
corporation to aliens within certain limits. No certificate will be
received and transferred if the result thereof will be to cause more
than twenty percent (20%) of the issued and outstanding stock of the
corporation to be registered in the name or for the account of aliens
(including foreign governments or subdivisions thereof) or their
representative."

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