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 23, 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):



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


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

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

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



ITEM 7.01 Regulation FD Disclosure.

In early 2001,  Plaintiff  Collier Black  commenced  legal  proceedings  against
Rollins, Inc. (the "Company") and one of its subsidiaries, Orkin, Inc., in which
he alleged that Orkin  breached its  subterranean  termite  agreement and repair
guarantee and sought repair  damages and diminution of value to his estate home.
In 2002, the complaint was amended to include claims of fraud,  deceptive  trade
practices, false advertising and civil racketeering.

In September  2003, an arbitration  panel issued a verdict in favor of Mr. Black
against  the Company and Orkin on the breach of  contract  and  deceptive  trade
practices  claims,  and in the  Company's  and  Orkin's  favor on all  remaining
claims.  The  arbitrators  awarded Mr. Black $750,000 in  compensatory  damages,
$2.25  million  in  punitive  damages,  plus  attorney's  fees and  costs  later
determined to be approximately $1.25 million, for a total award of approximately
$4.25 million. Shortly thereafter,  the Company and Orkin commenced a lawsuit in
federal court in Jacksonville,  FL seeking to vacate or, in the alternative,  to
modify the arbitration award on the grounds that it was a manifest  disregard of
the law and violated due process.

On August 23, 2004, a U.S.  District  Court (Middle  District of Florida)  judge
vacated  the  entire   punitive   damage  award  and  reduced  the  judgment  to
approximately  $2.0 million.  Additional motions or appeals may be filed. In the
opinion  of  Management,  the  outcome of this  action  will not have a material
adverse  effect on the Company's  financial  position,  results of operations or
liquidity.

                                       2

                                   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:  September 3, 2004             By:  /s/ Harry J. Cynkus
                                         ---------------------------------------
                                   Name:  Harry J. Cynkus
                                  Title:  Chief Financial Officer and Treasurer