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

                                    FORM 8-K

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

       Date of Report (Date of earliest event reported): December 20, 2004


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


        Delaware                       1-4422                 51-0068479
(State or other jurisdiction    (Commission File Number)    (I.R.S. Employer
    of incorporation)                                      Identification No.)


                2170 Piedmont Road, N.E., Atlanta, Georgia 30324
               (Address of principal executive offices) (Zip code)


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


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):



     [ ]  Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)


     [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     [ ]  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))


ITEM 1.01.  Entry into a Material Definitive Agreement.

     On December 20, 2004, Rollins Continental, Inc., a New York corporation and
a wholly  owned  subsidiary  of  Rollins,  Inc.,  a Delaware  corporation  and a
nationwide consumer services company (NYSE Ticker Symbol - ROL) (the "Company"),
entered into an  agreement  for the sale of  approximately  433.72 acres of real
estate in Sussex County,  Delaware to LOR, Inc., a Georgia Corporation owned and
controlled by Gary W. Rollins, the Chief Executive Officer,  President and Chief
Operating Officer of the Company, R. Randall Rollins,  the Chairman of the Board
of the  Company,  certain  of their  family  members  and  trusts set up for the
benefit of certain of their family  members  (Gary and Randall  Rollins and such
members of their family referenced above are collectively  referred to herein as
the "Rollins Family"),  and RCTLOR,  LLC, a Georgia limited liability company of
which LOR, Inc. is a manager and the membership  interests of which are owned by
entities  established  for the  benefit of members of the  Rollins  Family.  The
Agreement provided for LOR, Inc. to purchase an undivided 42.15% interest in the
property and for RCTLOR,  LLC to purchase an undivided 57.85% interest,  each as
tenant in common,  in the property for an aggregate of $10.8  million in cash. A
group consisting of LOR, Inc., Mr. Gary Rollins,  Mr. Randall Rollins,  Mr. Glen
Rollins,  a Vice  President  of the  Company  and the son of Gary  Rollins,  and
certain other of their family members and affiliates beneficially owns in excess
of 50% of the Company's common stock.

     Prior to the  closing of the  property  sale,  RCTLOR,  LLC.  assigned  its
interest in the agreement to RCTDE,  LLC, a Georgia limited liability company of
which RCTLOR,  LLC is the sole member and manager,  and LOR,  Inc.  assigned its
interest in the agreement to Delaware  Farm,  LLC, a Georgia  limited  liability
company of which LOR, Inc. is the sole member and manager.  The  transaction was
closed  on  December  29,  2004 and  generated  net  proceeds  to the  seller of
approximately  $10.6  million.  The  Company  expects  to  record  a gain on the
transaction of approximately  $10 million.  A committee  composed of independent
directors was furnished with full  disclosure  with respect to the  transaction,
including  independent  appraisals,   and  determined  that  the  terms  of  the
transactions were reasonable and fair to the Company.


                                   SIGNATURES

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

                                  ROLLINS, INC.


Date:  January 6, 2005              By:  /s/ Harry J. Cynkus
                                        ----------------------------------------
                                  Name:  Harry J. Cynkus
                                 Title:  Chief Financial Officer and Treasurer