SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

September 30, 2010
 Mr. Harry J. Cynkus Chief Financial Officer Rollins, Inc. 2170 Piedmont Road, N.E. Atlanta, Georgia 30324
Re:  Rollins, Inc.
Form 10-K for the year ended December 31, 2009 Proxy Statement on Schedule 14A, filed March 16, 2010 File No. 001-04422

Dear Mr. Cynkus:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  Form 10-K for the Fiscal Year Ended December 31, 2009

 Note 12. Employee Benefit and Stock Compensation Plans, page 65

1. We note that real estate and other combine to  represent 22% of plan assets at December
31, 2009 and that this percentage is expected  to increase to 25% in 2010.  We also note
that your disclosure indicates  that for assets without readily determinable values,
estimates were derived from investment  manager discussions focusing on underlying
fundamentals and significant events; and that  real estate fund values are primarily
reported by the fund manager and are based on valuation of the underlying investments,
which include inputs such as cost, discounted future cash flows, independent appraisals
and market based comparable data, while he dge fund values are primarily valued based
on net asset values [NAVs] calculated either  by the fund or by the manager depending on
the structure.  Please tell us in greater detail how you value ha rd to value assets held by
the pension plan.  In part icular tell us the signific ant assumptions used, how you

Mr. Harry J. Cynkus
Rollins, Inc. September 30, 2010 Page 2
determined that such assumptions are appropr iate, whether you make any adjustments to
appraised values or NAVs provided, and your  basis for any such adjustments.

Exhibits

2. It appears that exhibit (10)(p) omits exhibits that are refe renced in the agreement.  Item
601(b)(10) requires you to file all material co ntracts in their entirety.  Please explain why
the information was omitted or why the ag reement itself is no longer material to
investors.  Otherwise, please file the complete agreements w ith your next periodic report.
3. We note that exhibits (10)(i) and (10)(p ), evidencing your stock incentive plan
amendments and your revolving credit agreement,  are not executed.  Please tell us why
you have not filed an executed copy of this agreement.  Please see Item 601(a)(4) and
Instruction 1 to Item 601 of Regulation S-K.

Proxy Statement on Schedule 14A, filed March 16, 2010
 General

4. In future filings, please provide the inform ation required by Item 401(e) of Regulation S-
K for each of your directors.

Performance-Based Plan, page 21
5. Please tell us how you determined the actual bonus amounts, between the ranges
disclosed, after you concluded that the minimum performance requirements were
exceeded.  Is there a straight line scale or is it discretiona ry?  Please confirm that you will
provide similar clarificati on in future filings.

Equity Based Awards, page 22
6. Please tell us how you determined the stock aw ards made to the named executive officers
in 2009.  Your statement on page 23 that the awards are “purely discretionary” does not
provide sufficient detail as to how an d why you awarded the amounts you did in 2009.
Please confirm that you will provide simila r disclosure in future filings.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. Harry J. Cynkus
Rollins, Inc. September 30, 2010 Page 3   In responding to our comments, please provi de a written statement from the company
acknowledging that
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact William Demarest, Staff Accountant, at (202) 551-3432 with any
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Adam Turk, Staff Attorney at (202) 551-3657 or  me at (202) 551-3386 with  any other questions.
         S i n c e r e l y ,             D u c  D a n g          A t t o r n e y - A d v i s o r