8-K

                                  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): August 17, 2004


                           Commission File No. 1-4422




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

               Delaware                           51-0068479
   (State or other jurisdiction of    (I.R.S. Employer Identification Number)
    incorporation or organization)

                    2170 Piedmont Road, NE, Atlanta, Georgia
                    (Address of principal executive offices)


                                     30324
                                   (zip code)


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





Item 4. Changes in Registrant's Certifying Accountant

On August 17, 2004,  Rollins,  Inc. (the "Company")  dismissed Ernst & Young LLP
("Ernst & Young") as its independent  registered public accounting firm. Also on
August 17, 2004, the Company appointed Grant Thornton LLP ("Grant  Thornton") as
its new independent  registered public accounting firm. The decisions to dismiss
Ernst & Young and to appoint  Grant  Thornton  were  authorized by the Company's
Audit Committee.

For the fiscal years ended  December  31, 2002 and  December  31, 2003,  Ernst &
Young's  report on the  financial  statements  of the Company did not contain an
adverse opinion or a disclaimer of opinion,  nor was it qualified or modified as
to uncertainty,  audit scope, or accounting principles.  During the fiscal years
ended  December  31, 2002 and December 31, 2003 and from January 1, 2004 through
August 17,  2004,  the  Company had no  disagreements  with Ernst & Young on any
matter of accounting principles or practice,  financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of Ernst
& Young,  would have caused it to make  reference to the subject  matter of such
disagreements in connection with its reports.

During the  Company's  fiscal years ended  December 31, 2002 and 2003,  and from
January 1, 2004 through August 17, 2004,  there were no  "reportable  events" as
defined in Regulation S-K Item 304(a)(1)(v).

The Company has provided Ernst & Young with a copy of the above  disclosures and
has  requested  that Ernst & Young  review  these  disclosures  and  furnish the
Company with a letter  addressed to the  Securities  and Exchange  Commission as
specified by Item 304(a)(3) of Regulation S-K. A copy of this letter is included
as Exhibit 16.1 to this filing.

During the  Company's  fiscal years ended  December 31, 2002 and 2003,  and from
January 1, 2004 through August 17, 2004,  neither the Company nor someone acting
on the Company's  behalf  consulted  Grant Thornton  regarding  either:  (i) the
application  of  accounting  principles  to  a  specified  transaction,   either
completed or proposed,  (ii) the type of audit opinion that might be rendered on
the  Company's  financial  statements,  or (iii) any matter  that was either the
subject of a disagreement (as defined in Regulation S-K Item 304 (a)(1)(iv),  or
a "reportable event" as defined in Regulation S-K Item 304(a)(1)(v).


Item 7. Financial Statements and Exhibits

(c) Exhibits.

     Exhibit 16.1 - Letter from Ernst & Young LLP to the Securities and Exchange
Commission, dated August 20, 2004, regarding change in certifying accountant.


                                   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 hereunto duly authorized.

                                  Rollins, Inc.



Date: August 20, 2004                  By: /s/ HARRY J. CYNKUS
                                          --------------------------------------
                                          HARRY J. CYNKUS
                                          Chief Financial Officer and Treasurer

EX-16

EXHIBIT 16.1


August 20, 2004


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549


Gentlemen:

We have read Item 4 of Form 8-K dated August 17, 2004, of Rollins,  Inc. and are
in agreement  with the  statements  contained in the second,  third,  and fourth
paragraphs.  We have no basis to agree or disagree with other  statements of the
registrant contained therein.




/s/ Ernst & Young LLP
- -------------------------
    Ernst & Young LLP