SecProbe.io

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 ROLLINS,
INC.

 2170 Piedmont Road NE

 Atlanta, GA 30324

 May 2, 2025

 VIA EDGAR

Division of Corporation Finance

 Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Rollins, Inc.

 Registration Statement on

 Form S-4 (File No. 333-286769)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities Act of
1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-4 (the “Registration
Statement”) of Rollins, Inc. (the “Company”) be accelerated to May 6, 2025 at 4:00 p.m. E.T. or as soon thereafter as
may be practicable.

 We understand that the Staff will consider this
request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the
issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact David
S. Huntington of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3124.

 *****

 Very truly yours,

 ROLLINS, INC.

 By:
 /s/ Kenneth D. Krause

 Name:
 Kenneth D. Krause

 Title:
 Executive Vice President and Chief

 Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 1, 2025

Kenneth Krause
Chief Financial Officer
ROLLINS INC
2170 Piedmont Road, N.E.
Atlanta, Georgia 30324

 Re: ROLLINS INC
 Registration Statement on Form S-4
 Filed April 25, 2025
 File No. 333-286769
Dear Kenneth Krause:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: David S. Huntington
</TEXT>
</DOCUMENT>

CORRESP
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Document

ROLLINS, INC.

2170 Piedmont Road, N.E.

Atlanta, Georgia 30324

June 20, 2023

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Taylor Beech

Re: Rollins, Inc.

 Registration Statement on Form S-3

 Filed June 5, 2023

 File No. 333-272422

Dear Ms. Beech:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby request that the effective date of the above-referenced Registration Statement on Form S-3 (as amended, the “Registration Statement”) of Rollins, Inc. (the “Company”) be accelerated to June 22, 2023 at 4:00 p.m., Eastern time, or as soon thereafter as may be practicable.

We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.  If you have any questions regarding the foregoing, please contact David Huntington of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3124.

*     *     *     *     *

Very truly yours,

ROLLINS, INC.

By: /s/ Kenneth D. Krause

 Name: Kenneth D. Krause

 Title: Executive Vice President, Chief

  Financial Officer and Treasurer

United States securities and exchange commission logo
June 16, 2023
Kenneth Krause
Executive Vice President, Chief Financial Officer
ROLLINS INC
2170 Piedmont Road, N.E.
Atlanta, Georgia 30324
Re:ROLLINS INC
Registration Statement on Form S-3
Filed June 5, 2023
File No. 333-272422
Dear Kenneth Krause:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Taylor Beech at 202-551-4515 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       David S. Huntington, Esq.

United States securities and exchange commission logo
January 7, 2022
Julie Bimmerman
Interim Chief Financial Officer and Treasurer
Rollins, Inc.
2170 Piedmont Road , N.E.
Atlanta, GA 30324
Re:Rollins, Inc.
Form 10-K for the Year Ended December 31, 2020
Filed February 26, 2021
File No. 001-04422
Dear Ms. Bimmerman:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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​

VIA EDGAR

​

December 22, 2021

​

Mr. Robert Shapiro and Ms. Lyn Shenk

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

​

RE:Rollins, Inc.

Form 10-K for the Year Ended December 31, 2020

Filed February 26, 2021

Form 10-Q for the Fiscal Quarter Ended September 30, 2021

Filed October 29, 2021

File No. 001-04422

​

Dear Mr Shapiro and Ms. Shenk:

​

This letter sets forth the responses of Rollins, Inc. (the “Company,” “Rollins,” or “we”) to the comments of the Staff of the Division of Corporation Finance, Office of Trade & Services, of the United States Securities and Exchange Commission contained in the letter dated December 15, 2021 with respect to the above referenced filings.

​

Please understand that the Company is dedicated to its compliance with disclosure requirements and continually strives to enhance the level, clarity and transparency of its disclosures in its filings.  Rollins appreciates your review and your comment and views your comment as additional tools in achieving these goals.  The Company’s response to your comment is listed below.  For your convenience, the comment contained in your letter dated December 15, 2021 are reprinted in bold italics below.

​

Form 10-Q for Fiscal Quarter Ended September 30, 2021

​

Management’s Discussion and Analysis of Financial Condition and Results of Operations, Page 19

​

1.

 Please disclose how you expect COVID-19 (and the resulting increase in people working from or confined to their homes) to impact your future operating results, including whether you expect that COVID-19 will impact future operations differently than how it affected the current period. If possible, please also disclose the extent to which you believe revenue gains are attributable to COVID-19, pricing changes, or general growth in the market for your services.

​

​

​

Company Response:

​

At this time, we are unable to predict the extent to which the COVID-19 pandemic will ultimately impact our future operating results, including whether we expect the COVID-19 pandemic to impact future operations differently than how it affected operations during the quarterly period ended September 30, 2021. Our understanding of such impact will likely depend on future developments, which are highly uncertain and cannot be predicted at this time, including, but not limited to, the continuing duration and spread of the outbreak (and current and future variants thereof), its severity (and the severity of such current and future variants), current and future actions to contain and mitigate the virus or treat its impact (including the continuation of work from home arrangements and stay at home orders), and how quickly and to what extent normal economic and operating conditions can resume, given these uncertainties.

​

Additionally, we are unable to quantify the extent to which we believe revenue gains are attributable to COVID-19 versus pricing changes or general growth in the market for our services with a sufficient level of precision as required for disclosure. However, in future periods, to the extent such information is ascertainable, we will take in account the Staff’s comment when preparing our financial reports on Forms 10-K and 10-Q.

​

If any member of the Staff has any questions or additional comments, please contact our counsel, Stephen Fox at (404) 873-8528 or Leah Braukman at (404) 873-8144 of Arnall Golden Gregory LLP.

​

Sincerely,

​

/s/ Julie Bimmerman​ ​​ ​​ ​​ ​​ ​

Julie Bimmerman

Interim Chief Financial Officer and Treasurer

​

​

cc: Stephen Fox, Arnall Golden Gregory LLP

Leah Braukman, Arnall Golden Gregory LLP

United States securities and exchange commission logo
December 15, 2021
Julie Bimmerman
Interim Chief Financial Officer and Treasurer
Rollins, Inc.
2170 Piedmont Road , N.E.
Atlanta, GA 30324
Re:Rollins, Inc.
Form 10-K for the Year Ended December 31, 2020
Filed February 26, 2021
Form 10-Q for the Fiscal Quarter Ended September 30, 2021
Filed October 29, 2021
File No. 001-04422
Dear Ms. Bimmerman:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-Q for Fiscal Quarter Ended September 30, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
19
1.Please disclose how you expect COVID-19 (and the resulting increase in people working
from or confined to their homes) to impact your future operating results, including
whether you expect that COVID-19 will impact future operations differently than how it
affected the current period. If possible, please also disclose the extent to which you
believe revenue gains are attributable to COVID-19, pricing changes, or general growth in
the market for your services.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameJulie Bimmerman
 Comapany NameRollins, Inc.
 December 15, 2021 Page 2
 FirstName LastName
Julie Bimmerman
Rollins, Inc.
December 15, 2021
Page 2
            You may contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3233

        May 22, 2018
Via E -mail
Mr. Paul E. Northen
Chief Financial Officer
Rollins, Inc.
2170 Piedmont Road, N.E.
Atlanta,  GA  20324

Re: Rollins, Inc.
Form 10 -K for the fiscal year ended December 31, 201 7
Filed on February 2 6, 201 8
  File No. 001-04422

Dear Mr. Northen :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action, or absence of action by the staff.

Sincerely,

 /s/ Kristi Marrone

 Kristi Marrone
Staff Accountant
Office of Real Estate and
Commodities

CORRESP
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Blueprint

Atlanta
Office

171
17th Street NW, Suite 2100

Atlanta, GA
30363-1031

Direct
phone: 404.873.8528

Direct
fax: 404.873.8529

E-mail:
stephen.fox@agg.com

May 16,
2018

VIA EDGAR

Ms.
Kristi Marrone

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
DC 20549

RE:

Rollins,
Inc.

File
No. 1-04422

Form
10-K for the year ended December 31, 2017

Dear
Ms. Marrone:

We are
legal counsel to Rollins, Inc. (the “Company”). This
letter provides the Company’s responses to the comments in
your letter dated May 4, 2018 about the Company’s referenced
filing. In an effort to facilitate the Staff’s review, we
have repeated the comments prior to setting forth the
Company’s response thereto.

Note 14. Employee Benefit Plans

Fair Value Measurements, page 53

1.

We note your
disclosure of the valuation approach and inputs used to value the
Level 2 and 3 assets of your defined benefit pension plan. Please
expand your disclosure in future filings to include a description
of the valuation techniques used in accordance with ASC
820-10-50-2bbb.

The
Company will expand its disclosure in future filings to include a
description of the valuation techniques used in accordance with ASC
820-10-50-2bbb.

Atlanta ● Washington D.C.

Ms.
Kristi Marrone

May 16,
2018

Page
2

Please
direct any further comments or questions to me at (404)
873-8528.

Sincerely,

ARNALL
GOLDEN GREGORY LLP

/s/
Stephen D. Fox

Stephen
D. Fox

cc:

Mr. Paul Edward
Northen

Mr.
Edwin Page

Mail Stop 3233

        May 4, 2018
Via E -mail
Mr. Paul E. Northen
Chief Financial Officer
Rollins, Inc.
2170 Piedmont Road, N.E.
Atlanta,  GA  20324

Re: Rollins, Inc.
Form 10 -K for the fiscal year ended December 31, 201 7
Filed on February 2 6, 201 8
  File No. 001-04422

Dear Mr. Northen :

We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment appl ies to your facts and circumstances, p lease tell us why in your response.

After reviewing your response to the comment, we may have additional comments.

Note 14. Employee Benefit Plans

Fair Value Measurements, page 53

1. We note your disclosure of the valuation approach and inputs used to  value the Level 2
and 3 assets of your defined benefit pension plan.  Please expand your disclosure in
future filings to include a description of the valuation techniques used in accordance with
ASC 820 -10-50-2bbb.

           We remind you that the compa ny and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action , or absence of
action by the staff.

Mr. Paul E. Northen
Rollins , Inc.
May 4, 201 8
Page 2

 You may contact Becky Chow, Staff Accountant, at (202) 551 -6524 or me at (202)  551-
3429  if you have questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Kristi Marrone

 Kristi Marrone
Staff Accountant
Office of Real Estate and
Commodities

April 14, 2015

Via E -mail
Mr. Harry J. Cynkus
Chief Financial Officer
Rollins, Inc.
2170 Piedmont Road, N.E.
Atlanta, GA 30324

Re: Rollins, Inc.
 Form 10-K for the Fiscal Year Ended  December 31, 2014
Filed February 25, 2015
File No. 1 -04422

Dear Mr. Cynkus :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jaime G. John

Jaime G. John
Branch Chief

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Atlanta Office

171 17th Street NW, Suite 2100

Atlanta, GA  30363-1031

Direct phone: 404.873.8528

Direct fax: 404.873.8529

E-mail: stephen.fox@agg.com

April 6, 2015

VIA EDGAR

Mr. Jaime G. John

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC   20549

RE:

Rollins, Inc.

File No. 1-04422

Form 10-K for the year ended December 31, 2014

Dear Mr. John:

We are legal counsel to Rollins, Inc. (the “Company”).  This letter provides the Company’s responses to the comment in your letter dated April 1, 2015 about the Company’s referenced filing.  In an effort to facilitate the Staff’s review, we have repeated the comment prior to setting forth the Company’s response thereto.

Item 8. Financial Statements and Supplementary Data

Note 1 – Summary of Significant Accounting Policies, page 31

1.

We note your disclosure on page 34 that all share and per share data appearing in the consolidated financial statements are presented prior to your three-for-two stock split and further note your disclosure in Note 19 on page 54. Please describe the consideration you gave to the presentation requirements included in ASC 505-10-S99-4.

ASC 505-10-S99-4 reads as follows:

C. Change In Capital Structure

Facts: A capital structure change to a stock dividend, stock split or reverse split occurs after the date of the latest reported balance sheet but before the release of the financial statements or the effective date of the registration statement, whichever is later.

Mr. Jaime G. John

April 6, 2015

Page 2

Question: What effect must be given to such a change?

Interpretive Response: Such changes in the capital structure must be given retroactive effect in the balance sheet. An appropriately cross-referenced note should disclose the retroactive treatment, explain the change made and state the date the change became effective.

The Company’s stock split was paid on March 10, 2015 by the issuance on March 10, 2015 of one additional common share for each two common shares held of record at February 10, 2015.  The Company’s Form 10-K for the year ended December 31, 2014 and the related release of its financial statements for that year occurred on February 25, 2015.  Accordingly, the effective date of the stock split was after the date of the release of the Company’s financial statements rather that before such date as referenced in ASC 505-10-S99-4.  The Company will give retroactive effect to the stock split consistent with the referenced accounting literature in the Company’s future filings and financial statements.

The Company has authorized us to advise you that the Company acknowledges that:

·

the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Please direct any further comments or questions to me at (404) 873-8528.

Sincerely,

/s/ Stephen D. Fox

Stephen D. Fox

cc:           Mr. Harry J. Cynkus

Mr. Edwin Page

April 1, 2015

Via E -mail
Mr. Harry J. Cynkus
Chief Financial Officer
Rollins, Inc.
2170 Piedmont Road, N.E.
Atlanta, GA 30324

Re: Rollins, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed February 25, 2015
File No. 1 -04422

Dear Mr. Cynkus :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respon d.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Item 8. Financial Statements and Supplementary Data

Note 1 – Summary of Significant Accounting Policies, page 31

1. We note your disclosure on page 34 that all share and per share data appearing in the
consolidated financial statements are pres ented prior to your three -for-two stock split and
further note your disclosure in Note 19 on page 54.  Please describe the consideration you
gave to the presentation requirements included in ASC 505 -10-S99-4.

We urge all persons who are responsible for the ac curacy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all fac ts 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.
April 1, 2015
Page 2

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 as sert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Isaac Esquivel, Staff Accountant,  at (202) 551 -3395 or me at
(202) 551 -3446 with any ques tions.

Sincerely,

 /s/ Jaime G. John

Jaime G. John
Branch Chief

June 26, 2013

Via E -mail
Mr. Harry J. Cynkus
Chief Financial Officer
Rollins, Inc
2170 Piedmont Road, N.E.
Atlanta, GA 30324

 RE: Rollins, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2012
  Filed February 27, 2013
  File No. 1 -04422

Dear Mr. Cynkus:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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
federal securities laws of the United States.  We urge all persons who ar e responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

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Atlanta Office

171 17th Street NW, Suite 2100

Atlanta, GA    30363-1031

Direct phone: 404.873.8528

Direct fax: 404.873.8529

E-mail: stephen.fox@agg.com

June 24, 2013

VIA EDGAR

Mr. William Demarest

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC   20549

RE:                                     Rollins, Inc.

File No. 1-04422

Form 10-K for the year ended December 31, 2012

Dear Mr. Demarest:

We are legal counsel to Rollins, Inc. (the “Company”).  This letter provides the Company’s responses to the comments in your letter dated June 12, 2013 about the Company’s referenced filing.  In an effort to facilitate the Staff’s review, we have repeated the comments prior to setting forth the Company’s response thereto.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Revenues, page 22

1.              We note that revenues have increased steadily over the past five years.  Your disclosure indicates that this is due to a combination of increased sales/closings and increased prices.  In future filings, please clarify the amount of increase that is due to increased sales, the amount due to pricing increases, and the amount due to other factors.

When referring to causes of increased/decreased revenues, the Company will clarify the amount of the increase/decrease to revenue beginning with its Form 10-Q for the period ending June 30, 2013.

2.              We note that you generate revenues from commercial pest control, residential pest control and the Company’s termite business.  Please tell us how you have determined that the Company operates in one operating segment.  For reference see ASC 250-10-50.

Atlanta · Miami · Washington D.C.

In accordance with ASC 280-10-50-1, the Company determined that the commercial, residential and termite service lines are not operating segments.  These service lines do have determinable revenues, but their expenses, balance sheet and cash flows are comingled and cannot be used to assess any individual service line’s performance.  The Company does not prepare discrete financial statements for these service lines, nor does it report such discrete operating results to its management.

Liquidity and Capital Resources, page 24

3.              Tell us your consideration of providing liquidity disclosures to discuss the potential tax impact associated with the repatriation of undistributed earnings of foreign subsidiaries.  We note that currently you have over $40 million in cash held in foreign banks.  In this regard, please consider disclosing the impact of repatriating the undistributed earnings of foreign subsidiaries.  In addition if you do not plan to repatriate the funds please disclose this in future filings.  We refer you to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.

The Company’s international business is growing and management intends to continue to grow the business in its foreign markets in the future through reinvestment of its foreign deposits and potential future earnings, such as through acquisitions of unrelated companies.  Further, the Company maintains a large cash position in the United States while having little third-party debt to service, and the Company maintains adequate liquidity, and capital resources without regard to its foreign deposits to finance domestic operations and obligations and to fund expansion of its domestic business for the foreseeable future.  Repatriation of cash from the Company’s foreign subsidiaries is not a part of the Company’s business plan.  All of the Company’s foreign cash is held in Canadian bank accounts.  In the future, the Company will revise its disclosure in its annual report on Form 10-K under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resource” to include the foregoing information.

2

The Company has authorized us to advise you that the Company acknowledges that:

·                  the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Please direct any further comments or questions to me at (404) 873-8528.

Sincerely,

ARNALL   GOLDEN GREGORY LLP

/s/   Stephen D. Fox

Stephen   D. Fox

cc:                                Mr. Harry J. Cynkus

Mr. Edwin Page

3

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

       DIVISION OF
CORPORATION FINANCE

June 12 , 2013

Via E -mail
Mr. Harry J. Cynkus
Chief Financial  Officer
Rollins, Inc.
2170 Piedmont Road, N.E.
Atlanta, GA 30324

 RE: Rollins, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 20 12
  Filed February 27, 2013
  File No. 1-04422

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 advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why  in your response.

After reviewing any amendment to your filing and the  information  you provide in
response to these comments, we may have  additional comments.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Revenues, page 22
1. We note that revenues have increased steadily over the past five years.  Your disclosure
indicates that this is due to a combination of increased sale s/closings and increased
prices.  In future filings, please clarify the amount of increase that is due to increased
sales, the amount due to pricing increases, and the amount due to other factors.
2. We note that you generate revenues from commercial pest con trol, residential pest
control and the Company’s termite business.  Please tell us how you have determined that
the Company operates in one operating segment.  For reference see ASC 250 -10-50.

Mr. Harry J. Cynkus
Rollins, Inc.
June 12, 2013
Page 2

 Liquidity and Capital Resources, page 24
3. Tell us your consider ation of providing liquidity disclosures to discuss the potential tax
impact associated with the repatriation of undistributed earnings of foreign subsidiaries.
We note that currently you have over $40 million in cash held in foreign banks.  In this
regard , please consider disclosing the impact of repatriating the undistributed earnings of
foreign subsidiaries. In addition if you do not plan to repatriate the funds please disclose
this in future filings.  We refer you to Item 303(a)(1) of Regulation S -K and  Section IV of
SEC Release 33 -8350.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inclu des the  information the Securities Exchange Act of
1934 and all applicable Exchan ge Act rules require.  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.

 In responding to our commen ts, please p rovide a written  statement from the company
acknowledging that

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

You may contact William Dem arest, Staff Accountant, at (202) 551 -3432 or me at (202)
551-3486 with any questions .

        Sincerely,

        /s/ Daniel L. Gordon

        Daniel L. Gordon
        Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

February 24, 2011
 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 completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

        S i n c e r e l y ,

Daniel L. Gordon Branch Chief

CORRESP
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    rollinscorr20911.htm

Direct phone: 404.873.8528

Direct fax: 404.873.8529

E-mail: stephen.fox@agg.com

www.agg.com

February 9, 2011

VIA EDGAR

Mr. Daniel Gordon

Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC   20549

RE:

Rollins, Inc.

File No. 001-04422

Form 10-K for the year ended December 31, 2009

Proxy Statement on Schedule 14A filed March 16, 2010

Dear Mr. Gordon:

We are legal counsel to Rollins, Inc. (the “Company”).  This letter provides the Company’s responses to the comments in your letter dated January 31, 2011 about the Company’s referenced filings.  In an effort to facilitate the Staff’s review, we have repeated the comments prior to setting forth the Company’s response thereto.

Form 10-K for the Fiscal Year ended December 31, 2009

1.

We have reviewed your response to comment 1 and your suggested disclosure for future filings.  In addition to providing this disclosure within Management’s Discussion and Analysis of Financial Condition please include this disclosure within the footnotes to the financial statements.

The Company confirms that it will provide within the footnotes to the financial statements in future filings on Form 10-K disclosure consistent with the Company’s previously suggested disclosure submitted to the staff.

Please direct any further comments or questions to me at (404) 873-8528.

Sincerely,

ARNALL GOLDEN GREGORY LLP

/s/ Stephen D. Fox

Stephen D. Fox

cc:         Mr. Harry J. Cynkus

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

       DIVISION OF
CORPORATION FINANCE

January 31, 2011
 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 response letter date d December 7, 2010 and have the following
additional comment.
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 this comment, we may have additional comments.  Form 10-K for the Fiscal Year Ended December 31, 2009

1. We have reviewed your response to comment 1 and your suggested disclosure for future
filings.  In addition to provi ding this disclosure within Management’s Discussion and
Analysis of Financial Condition please include this disclosure within the footnotes to the
financial statements.

You may contact William Demarest, Staff Acco untant, at (202) 551-3432 or me at (202)
551-3486 with any questions regarding comments on the financial statements and related
matters.  Please contact Adam Turk, Staff Atto rney at (202) 551-3657 with any other questions.
         S i n c e r e l y ,             Daniel L. Gordon         B r a n c h  C h i e f

12/07/2010 15:51FAX
ArnallGoldenGregory LL'"I4i001
FACSIMILE
Directphone:404.873.8528
Directfax:404.873.8529
E-mail:stephenJox@agg.com
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Thisfac,imile andallattachments tra,;mitledwithitfromtheiawfirmofAmaliGoldenGregory LLPareintended foruseonly
bythosetowhomitisaddressed ancmaycontaininformation thatislegallyprivileged orconfidential. Ifyouarenotthe
intended recipient, pleasenotifyUs~romptly,returnthistransmission, anddonotdisclose Ordistribute it.
o2932754v1
17117thStreetNWSuite2100IAtlan'a.GA30363-1031I404.873.8500 IFax:404.873.8501

12/07/2010 15:51 FAX
ArnallGoldenGregory LLP
December 7,2010
VIAFACSIMILE
Mr.DueDang
Attorney Advisor
UnitedStatesSecurities aniExchange Commission
DivisionofCorporation Filance
100FStreet,N.B.
Washington, DC20549
RE: Rollins,Inc.
FileNo.001-04·122
Form10-KfortIeyearendedDecember 31,2009
ProxyStatemen onSchedule 14AfiledMarch16,2010
DearMr.Dang:I4i002
Directphone:404.873.8528
Directfax:404.873.8529
E-mail:stephen.fox@agg.com
www.agg.com
Asreferenced intherespcnseletterfiledbyEdgarconcurrently withthedateofthisletter,the
Company hasrequested tllItweprovidetoyouthefollowing supplemental information:
1.Withreference totheCompany's response toconunent 1,thcCompany proposes to
providedisclosure, substantially consistent withthefollowing initsfutureForm10-K
underthecaption 'Management's Discussion andAnalysis ofFinancial Condition and
ResultsofOperatims-CriticalAccounting Policies -Defined benefitpensionplan"
basedonitsFormIO-KfortheyearendedDecember 31,2009:
Assetforthinnote12totheComp,my's financial statements, included
amongtllelssetcategories fortheplan'sinvestments arerealestateand
otherinvestmentscomprised ofinvestments inrealestateandhedgefunds.
Theseinve'tmentsarecategorized aslevel3investments andarevalued
usingsigni5cantnon-observable inputswhichdonothaveareadily
determinab: efairvalue. Inaccordance withASUNo.2009-12
"Investmen, sInCertainEntitiesThatCalculate NetAssetValueperShare
(OrItsEq~ivalent)," theseinvestments arevaluedbasedonthenetasset
valueperSlarecalculated bythefundsinwhichtheplanhasinvested.
Thesevalu.ttionsaresubjecttojudgments andassumptions ofthefunds
whichmayprovetobeincorrect, resulting inrisksofincorrect valuation
oftheseill'estments. TheCompany seekstomitigatc againsttheserisks
byevaJuaingtheappropriateness ofthefunds'judgments and
assumption; byreviewing thefinancial dataincluded inthefunds'
financial st:ctementsforreasonableness.
2930275vl
17117thStreet.NWISuit.2DOIAtlanta, GA30363-1031 I~·04.873.8500 IFax:404.873.8501 Iwww.agg.com

12/07/2010 15:51 FAX
ArnallGoldenGregorYLLP
Pleasedirectanyfurtherccmmentsorquestions tomeat(404)873-8528.I4i003
Mr.DucDang
December 7,2010
Page2of2
Sincerely,
ARNALL GOLDEN GREGORY LLP
StephenD,Fox
cc:Mr.HarryJ.Cynkns
2930275v1

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Direct phone: 404.873.8528

Direct fax: 404.873.8529

E-mail: stephen.fox@agg.com

www.agg.com

December 7, 2010

VIA EDGAR

Mr. Duc Dang

Attorney Advisor

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC   20549

RE:

Rollins, Inc.

File No. 001-04422

Form 10-K for the year ended December 31, 2009

Proxy Statement on Schedule 14A filed March 16, 2010

Dear Mr. Dang:

We are legal counsel to Rollins, Inc. (the “Company”).  This letter provides the Company’s responses to the comments in your letter dated November 17, 2010 about the Company’s referenced filings.  In an effort to facilitate the Staff’s review, we have repeated the comments prior to setting forth the Company’s response thereto.

Form 10-K for the year ended December 31, 2009

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

1.

We have reviewed your response to comment 1.  In future filings please provide disclosure regarding how you value level 3 investments included in your defined benefit plan within your critical accounting policies and in addition please provide a risk factor that discusses the risks associated with level 3 investments and how you mitigate this risk.  In addition please include these future disclosures within your response.

The Company will add to its disclosure in its Form 10-K under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies  - Defined benefit pension plan” additional disclosure addressing (1) how the Company values level 3 investments included in the defined benefit plan, (2) risks associated with valuing level 3 investments and (3) how the Company mitigates this risk.  The Company has supplementally provided to the staff a draft of such disclosure based on its Form 10-K for the year ending December 31, 2009.  The Company does not consider the level 3 investments included in the defined benefit plan a significant risk of an investment in the Company within the meaning of Item 503(c) of Regulation S-K.

Mr. Duc Dang

December 7, 2010

Page 2 of 3

2.

In addition, as requested in our September 30, 2010 letter, please tell us how you determined that the assumptions used by the funds auditors are reasonable and whether you make any adjustments to those assumptions.  In addition, please tell us the nature or examples of the underlying investments that are included within level 3 investments included in your defined benefit plan.

In situations where the Company’s internal control processes include a review of the audited financial statements of funds in which a portion of its plan assets are invested, the Company also undertakes additional measures to evaluate the appropriateness of the assumptions used by the funds in valuing its investments.  These measures include the review of financial data included in the funds’ financial statements for reasonableness.  The Company has not independently made adjustments to funds’ valuation assumptions in completion of the Company’s financial statements.

The nature of the underlying investments included within the plan’s level 3 investments include: (a) for a real estate fund seeking to provide primarily fixed returns and secondarily participation in cash flows in underlying real estate, primarily investments in participating mortgages, and (b) for its hedge fund of funds seeking to maintain a low correlation to stock market indexes and low volatility, investments primarily in long and short positions in equity positions with a secondary strategy for alternative investments having a low correlation to equity markets and low volatility.

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

General

3.

We note your response to prior comment 4 and the reference to pages 7-9 of your proxy.  Please note that Item 401(e)(1) of Regulation S-K requests a discussion of the specific experiences and qualifications that led to the conclusion that each person should serve as your directors.  The referenced disclosure currently aggregates such discussion and is followed by the table that lists other affiliations.  Please confirm that you will provide a separate discussion for each person as requested by Item 401(e)(1) in future filings.

The Company confirms that it will provide in future filings separate discussion for each person as requested by Item 401(e)(1) of Regulation S-K.

Equity Based Awards, page 22

4.

We note your response to prior comment 6 that the purely discretionary awards are determined by the committee’s subjective assessments of each individual’s respective past and anticipated future contributions.  Please confirm that you will provide a discussion of the individual assessments that are made for each person disclosed in this subsection.

Mr. Duc Dang

December 7, 2010

Page 3 of 3

The Company confirms that it will provide a discussion of individual assessments in these discretionary awards.

Please direct any further comments or questions to me at (404) 873-8528.

Sincerely,

ARNALL GOLDEN GREGORY LLP

/s/ Stephen D. Fox

Stephen D. Fox

cc:         Mr. Harry J. Cynkus

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

       DIVISION OF
CORPORATION FINANCE

November 17, 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 response letter dated Oc tober 13, 2010 and have the following additional
comments.  In our comments, we ask you to provi de us with supplemental information so we
may better understand your disclosure.  After re viewing this information, we may or may not
raise additional comments.  Please understand that the purpose of  our review process is to a ssist you in your compliance with
the applicable disclosure requirements and to en hance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.  Form 10-K for the Fiscal Year Ended December 31, 2009

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

1. We have reviewed your response to comment 1.  In future filings please provide
disclosure regarding how you value level 3 in vestments included in your defined benefit
plan within your critical acc ounting policies and in addition please provide a risk factor
that discusses the risks associated with level 3 investments and how you mitigate this risk.  In addition please include these fu ture disclosures within your response.
2. In addition, as requested in our Septem ber 30, 2010 letter, please tell us how you
determined that the assumptions used by th e funds auditors are reasonable and whether
you make any adjustments to those assumptions.  In addition, please tell  us the nature or
examples of the underlying investments that  are included within level 3 investments
included in your defined benefit plan.

Mr. Harry J. Cynkus
Rollins, Inc. November 17, 2010 Page 2  Proxy Statement on Schedule 14A, filed March 16, 2010

 General

3. We note your response to prior comment 4 and the reference to pages 7-9 of your proxy.
Please note that Item 401(e)(1) of Regulati on S-K requests a discussion of the specific
experiences and qualifications that  led to the conclusion that each  person should serve as
your directors.  The referenced disclosure currently aggregates such discussion and is
followed by the table that lists other affilia tions.  Please confirm that you will provide a
separate discussion for each person as requested  by Item 401(e)(1) in future filings.

Equity Based Awards, page 22
4. We note your response to prior comment 6 th at the purely discretionary awards are
determined by the committee’s subjective asse ssments of each individual’s respective
past and anticipated future contributions.  Please confirm that you will provide a discussion of the individual assessments that  are made for each person disclosed in this
subsection.

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

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Direct phone: 404.873.8528

Direct fax: 404.873.8529

E-mail: stephen.fox@agg.com

www.agg.com

October 13, 2010

VIA EDGAR

Mr. Duc Dang

Attorney Advisor

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC   20549

RE:

Rollins, Inc.

File No. 001-04422

Form 10-K for the year ended December 31, 2009

Proxy Statement on Schedule 14A filed March 16, 2010

Dear Mr. Dang:

We are legal counsel to Rollins, Inc. (the “Company”).  This letter provides the Company’s responses to the comments in your letter dated September 30, 2010 about the Company’s referenced filings.  In an effort to facilitate the Staff’s review, we have repeated the comments prior to setting forth the Company’s response thereto.

Form 10-K for the 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 hedge 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 hard to value assets held by the pension plan.  In particular tell us the significant assumptions used, how you determine that such assumptions are appropriate, whether you make any adjustments to appraised values or NAVs provided, and your basis for any such adjustments.

The Company relies on the financial statements of each fund, which are audited by reputable regional or national accounting firms, in valuing its fund investments. Additionally, the Company’s plan consultants on a quarterly basis provide to the Company a fund manager compliance summary report which helps the Company assure that the fund manager of the funds in which it invests use appropriate methodologies to value the assets of those funds. Some of the criteria that is evaluated include the fund manager’s continued adherence to compliant valuation policies, their updated SAS 70’s and audited financials.

Mr. Duc Dang

October 13, 2010

Page 2 of 4

Due to differences in timing of audit completion or differences in the year end of the funds, audited financial statements of those funds may not be available at the time the Company releases its audited financial statements.  In situations where audited financial statements of the fund are not available at the time that the Company’s financial statements are issued, the Company uses the unaudited financial statements of the funds in which it invests in valuing the Company’s investments in those funds.  In such situations, the Company reviews the financial data included in such unaudited financial statements for reasonableness.  After the audited financial statements of those funds become available, the Company compares the reported values determined based upon the unaudited financial statements of the fund to the reported values which derive from the audited financial statements of the fund.  To date, we have not found any meaningful variance in the reported valuations as a result of these timing differences.

Exhibits

2.

It appears that exhibit (10)(p) omits exhibits that are referenced in the agreement.  Item 601(b)(10) requires you to file all material contracts in their entirety.  Please explain why the information was omitted or why the agreement itself is no longer material to investors.  Otherwise, please file the complete agreements with your next periodic report.

The Company will file the complete agreement comprising exhibit 10(p) with the Company’s Form 10-Q for the quarter ending September 30, 2010.

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.

The Company will file conformed versions of the executed exhibits 10(i) and 10(p) with its Form 10-Q for the quarter ending September 30, 2010.

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

General

4.

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

Mr. Duc Dang

October 13, 2010

Page 3 of 4

Please be advised that the information required by Item 401(e) of Regulation S-K for each of the Company’s directors is set forth in the text, table and footnotes appearing at pages 7-9 of the Proxy Statement on Schedule 14A.  In addition, for those directors who are also employees of the Company, such information appears at Item 4.A. of the Company’s Form 10-K for the year ended December 31, 2009.  Specifically, the Company notes that the second paragraph on page 7 of the Proxy Statement includes a brief discussion of the specific experience, etc., that led to the conclusion that the person should serves as director of the Company, the column of the table captioned “Principal Occupation” sets forth each person’s principal occupation during the past five years and the name and principal business any corporation or other organization in which such occupations and employment were carried on, and footnote 1 sets forth any other directorships held in any company with a class of securities registered under Section 12 of the exchange act or any other company covered by Item 401(e)(2) of Regulation S-K.

Performance – Based Plan, page 21

5.

Please tell us how you determine the accrual 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 discretionary?  Please confirm that you will provide similar clarification in future filings.

The amount of bonuses under each performance component of the Company’s Cash Incentive Plan are determined based upon straight line interpolation of the applicable formula for each such component without the use of discretion.  The Company will add disclosure to that effect in future filings.

Equity Based Awards, page 22

6.

Please tell us how you determine the stock award 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 and why you awarded the amounts you did in 2009.  Please confirm that you will provide similar disclosure in future filings.

As disclosed in the equity based awards section of the CD&A, the committee’s awards are purely discretionary and are not based on any specific formula.  While the individual performance of the employees is considered when awarding the stock, it is not based on any specific metric or other mathematical formula.  The primary factors influencing the committee’s discretion in determining the amount of each individual’s award was the committee’s subjective assessment of each individual’s respective past and anticipated future contribution to the management of the Company’s operations and strategic plans.  The Company will include appropriate disclosure of the foregoing in future filings.

Mr. Duc Dang

October 13, 2010

Page 4 of 4

The Company has authorized us to advise you that the Company acknowledges that:

·

the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Please direct any further comments or questions to me at (404) 873-8528.

Sincerely,

ARNALL GOLDEN GREGORY LLP

/s/ Stephen D. Fox

Stephen D. Fox

cc:         Mr. Harry J. Cynkus

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

October 30, 2009

 Mail Stop 3010
 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, 2008 Forms 10-Q for the quarters ended March 31 and June 30, 2009 File No. 001-04422

Dear Mr. Cynkus:

We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

       S i n c e r e l y ,
   Kristi Marrone
       Staff Accountant

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Direct phone: 404.873.8528

Direct fax: 404.873.8529

E-mail: stephen.fox@agg.com

www.agg.com

October 1, 2009

VIA EDGAR

Ms. Kristi Marrone

Staff Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC   20549

RE:

Rollins, Inc.

Forms 10-Q for the quarters ended March 31 and June 30, 2009

File No. 001-04422

Form 10-K for the year ended December 31, 2009

Dear Ms. Marrone:

We are legal counsel to Rollins, Inc. (the “Company”).  This letter provides the Company’s responses to the comments in your letter dated September 18, 2009 about the Company’s referenced filings.  In an effort to facilitate the Staff’s review, we have repeated the comments prior to setting
forth the Company’s response thereto.

Form 10-K for the year ended December 31, 2008

Consolidated Statements of Cash Flows, page 44

1.

Please explain to us why you reduced net income by provision for bad debts to arrive at net cash provided by operating activities, as it appears the amount has already been included as an expense in the net income calculation.  In addition, we note that trade accounts receivable increased by $4.3 million in 2008, but a positive adjustment of
$8.5 million was recorded in operating cash flows.  Please explain this discrepancy to us in your response, and include a roll forward of trade accounts receivable for all years presented.

In reviewing its presentation of operating activities in its statement of cash flow, the Company determined that the provision for bad debts should have been reflected as a source of cash of $8.984 million, in effect being added back to and not subtracted from net income.  Accordingly the amount shown for trade accounts receivable
has an offsetting presentation issue and, after completing all required adjustments, should have been reflected as a use of cash of $9.440 million and not source of cash of $8.528 million as shown.

171 17th Street, NW     Suite 2100     Atlanta, GA  30363-1031     404.873.8500     fax: 404.873.8501     www.agg.com

Ms. Kristi Marrone

October 1, 2009

Page 2 of 3

The Company has determined that this presentation error is not material to its financial statements as it did not affect net income, analysts’ expectations, compliance with any regulatory requirements or the Company’s loan covenants or management’s compensation, nor did it affect net cash provided by operating activities.  This
presentation error did not conceal any unlawful transactions and was not intentional.  The Company’s independent registered public accountants concur with this assessment.

As pointed out by the Staff, trade receivables, short-term increased $4.266 million in 2008, but the Company reflected a positive adjustment of $8.528 million in the trade accounts receivable in operating cash flows.  As discussed above the Company should have reflected a negative adjustment of $9.440 million.

The amounts presented in the operating activities portion of the statement of cash flow impacts only the line items for provision for bad debts and trade accounts receivable.  Total net cash provided by operating activities remains unchanged.  The Company intends to correct this when it files annual report on Form 10-K
for the year ending December 31, 2009.

Rollins, Inc. Rollforward of Accounts Receivable

(In thousands)

2008

2007

2006

Beginning accounts receivable balance (net of allowance)

$
61,027

$
58,940

$
53,827

Revenues

1,020,564

894,920

855,878

Collections

(1,011,123
)

(888,356
)

(844,177
)

Acquired accounts receivable

8,246

282

607

Foreign currency translation

(1,722
)

1,156

-

Bad Debt Expense

(8,984
)

(5,915
)

(7,195
)

Ending accounts receivable balance (net of allowance)

$
68,008

$
61,027

$
58,940

Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009

Note 5. Earnings Per Share, page 14

2.

It appears that the time lapse restricted shares meet the definition of participating securities, but it does not appear that they have been considered in the calculation of basic earnings per share under the two-class method prescribed by paragraphs 60-61 of SFAS 128 (FASB ASC 260-10-45-59A through 260-10-45-60B).  In that regard, please advise
us what consideration you gave FSP EITF 03-6-1 (FASB ASC 260-10-45-68) when calculating basic EPS.  Refer to the illustrative example in the Appendix of the FSP (FASB ASC 260-10-55-76A through 260-10-55-76D).

Ms. Kristi Marrone

October 1, 2009

Page 3 of 3

The Company concurs with the Staff’s comment that time lapse restricted shares meet the definition of participating securities.  When calculating basic EPS using the illustrative example in the appendix of the FSP (FASB ASC 260-10-55-76A through 260-10-55-76D) for its Form 10-Q for the quarters ended March 31, 2009 and June
30, 2009, the Company came to the same basic EPS as displayed in Note 5 Earnings Per Share on its Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009.

The Company will in future filings revise its disclosure of the calculation of basic EPS to use the illustrative example in the appendix of the FSP (FASB ASC 260-10-55-76A through 260-10-55-76D) beginning with its quarterly report on Form 10-Q for the period ending September 30, 2009.

The Company has authorized us to advise you that the Company acknowledges that:

·

the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Please direct any further comments or questions to me at (404) 873-8528.

Sincerely,

ARNALL GOLDEN GREGORY LLP

/s/ Stephen D. Fox

Stephen D. Fox

cc:         Mr. Harry J. Cynkus

Mail Stop 3010
       September 18, 2009

Via U.S. Mail and Fax (404) 888-2662

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, 2008 Forms 10-Q for the quarters ended March 31 and June 30, 2009 File No. 001-04422

Dear Mr. Cynkus:

We have reviewed your above referenced filings and have the following comments.  In
our comments, we ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other asp ect of our review.  Feel free to call us at
the telephone numbers listed at the end of this letter.  Form 10-K for the year ended December 31, 2008

 Consolidated Statements of Cash Flows, page 44

1. Please explain to us why you have reduced net income by the provision for bad debts to
arrive at net cash provided by operating activities, as it appears the amount has already been included as an expense in the net income calculation.  In addition, we note that trade accounts receivable increased by $4.3 million in 2008, but a positive adjustment of $8.5 million was recorded in operating cash flows.  Please explain this discrepancy to us in your response, and include a rollforward of trade accounts receivable for all years presented.

Mr. Harry J. Cynkus
Rollins, Inc. September 18, 2009 Page 2  Form 10-Q for the quarter ended June 30, 2009

 Note 5. Earnings Per Share, page 14

2. It appears that the time lapse restricted shares meet the definition of participating
securities, but it does not appear that they have been considered in the calculation of basic earnings per share under the two-class method prescribed by paragraphs 60-61 of SFAS 128 (FASB ASC 260-10-45-59A through 260-10- 45-60B).  In that regard, please
advise us what consideration you gave  FSP EITF 03-6-1 (FASB ASC 260-10-45-68)
when calculating basic EPS.  Refer to the illustrative example in the Appendix of the FSP (FASB ASC 260-10-55-76A through 260-10-55-76D).

*    *    *    *

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in our review of your
filing or in response to our comments on your filing.

Mr. Harry J. Cynkus
Rollins, Inc. September 18, 2009 Page 3
You may contact William Demarest, Staff Acc ountant, at (202) 551-3432 or me at (202)
551-3429 with any questions.         S i n c e r e l y ,            K r i s t i  M a r r o n e         Staff Accountant

Mail Stop 4561

July 22, 2008

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, 2007 File No. 001-04422

Dear Mr. Cynkus:

We have reviewed your filing and have the following comment.  Where indicated,
we think you should revise your document in response to this comment.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comment or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Harry J. Cynkus
Rollins, Inc. July 22, 2008 Page
2

Schedule 14A

Compensation Discussion and Analysis
 Performance-Based Plan, page 18

1. We note your disclosure that bonus amount s are based on specific performance
targets and that in 2007 these targets were met and bonuses paid.  In future filings,
please disclose the actual performance ta rgets, the actual performance results and
an analysis of how this impacted th e actual bonus amounts paid to each named
executive officer.  If you believe some or  all of this disclo sure would cause you
competitive harm, please provide us with  additional information specifically
detailing your competitive harm analysis.  Refer to Instruction 4 to Item 402(b) of
Regulation S-K.  Please a dvise us regarding how you intend to revise this
disclosure in the future.

*   *   *   *
  As appropriate, please respond to this co mment within 10 business days or tell us
when you will provide us with a response.  Please submit a response letter on EDGAR that keys your response to our comment and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your response to our comment.
  We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  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.     In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all

Mr. Harry J. Cynkus
Rollins, Inc. July 22, 2008 Page
3
 information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
  Please contact Byron Cooper, Staff Atto rney, at (202) 551-3473 or me at (202)
551-3852 with regard to questions you may have.          S i n c e r e l y ,
   Michael McTiernan  Special Counsel

Mail Stop 4561

September 8, 2008

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, 2007 File No. 001-04422

Dear Mr. Cynkus:

We received your comment letters dated August 5, 2008 and September 5, 2008.
We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.
          S i n c e r e l y ,
Michael McTiernan   Special Counsel
cc: Stephen D. Fox ( via fax )

CORRESP
1
filename1.htm

    rollinscorr90508.htm

      Direct
phone: 404.873.8528

      Direct
fax: 404.873.8529

      E-mail:
stephen.fox@agg.com

      www.agg.com

    VIA
EDGAR

    September
5, 2008

    Mr.
Michael McTiernan

    Special
Counsel

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
DC   20549

              RE:

              Rollins,
      Inc.

              File
      No. 001-04422

              Form
      10-K for the year ended December 31,
2007

    Dear Mr.
McTiernan:

    This
letter confirms the Company’s response to our discussion by telephone regarding
our reply letter dated August 5, 2008 to the Staff’s comment letter dated July
22, 2008 about the Company’s Schedule 14A filed March 17, 2008 (the “Proxy
Statement”).

    The
Company disclosed in its Compensation Discussion and Analysis (“CD&A”)
portion of its Proxy Statement that it maintained in 2007 a performance-based
bonus plan which included three performance targets related to specific levels
of revenue growth, pre-tax profit growth and pre-tax profit improvement over the
prior year. The CD&A did not disclose the actual quantitative amount of
these performance targets, the actual performance results related to each of
these performance targets, or an analysis of how these results impacted actual
bonus amounts paid to each named executive officer relative to each of these
performance targets.

    The
Company intends to revise its disclosure in future filings in response to the
Staff’s comment.  With respect to the prior year revenue growth and
pre-tax profit growth performance targets, the Company intends to disclose the
specific amount of each of these performance targets, the actual results the
Company achieved relative to each of these targets, and how the actual results
impacted the amount of the bonus paid with respect to each of these performance
targets including the amount of any resulting bonus payment to each of the named
executive officers attributable to those actual results. With respect to the
prior year pre-tax profit improvement component of the bonus plan, the Company
intends to revise its disclosure to disclose the amount of the pre-tax profit
required to be achieved to earn a bonus under this performance goal, the actual
pre-tax profit results of the Company, and how these results impacted the amount
of any bonus paid with respect to this performance measure to each of the named
executive officers.  In addition, the Company intends to disclose the
extent to which discretion can be or has been exercised in awarding bonus
compensation in compliance with Item 402(b)(2)(vi) of Regulation
S-K.

    Please
direct any further comments or questions to me at (404) 873-8528.

    Sincerely,

    ARNALL
GOLDEN GREGORY LLP

    /s/ Stephen D. Fox

    Stephen
D. Fox

    cc:     Mr.
Harry J. Cynkus

CORRESP
1
filename1.htm

    rollinscorr80508.htm

      Direct
phone: 404.873.8528

      Direct
fax: 404.873.8529

      E-mail:
stephen.fox@agg.com

      www.agg.com

    VIA
EDGAR

    August 5,
2008

    Mr.
Michael McTiernan

    Special
Counsel

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
DC   20549

              RE:

              Rollins,
      Inc.

              File
      No. 001-04422

              Form
      10-K for the year ended December 31,
2007

    Dear Mr.
McTiernan:

    We are
legal counsel to Rollins, Inc. (the “Company”).  This letter provides
the Company’s responses to the comment in your letter dated July 22, 2008 about
the Company’s Schedule 14A filed March 17, 2008.  In an effort to
facilitate the Staff’s review, we have repeated the comment prior to setting
forth the Company’s response thereto.

    Schedule
14A

    Compensation Discussion and
Analysis

    Performance-Based Plan, page
18

              1.

              We
      note your disclosure that bonus amounts are based on specific performance
      targets and that in 2007 these targets were met and bonuses
      paid.  In future filings, please disclose the actual performance
      targets, the actual performance results and an analysis of how this
      impacted the actual bonus amounts paid to each named executive
      officer.  If you believe some or all of this disclosure would
      cause you competitive harm, please provide us with additional information
      specifically detailing your competitive harm analysis.  Refer to
      Instruction 4 to Item 402(b) of Regulation S-K.  Please advise
      us regarding how you intend to revise this disclosure in the
      future.

    Mr.
Michael McTiernan

      August 5,
2008

      Page 2 of
5

    Company
Response:

    The
Company discloses in its Compensation Discussion and Analysis (“CD&A”) that
it maintains a performance-based bonus plan which allows specified executives
the opportunity to achieve a stated percentage of their respective salaries as
bonuses depending upon achievement of bonus performance goals pre-set each year
by the Compensation Committee of the Company’s Board of
Directors.  The CD&A describes the nature of those performance
goals as specific levels of revenue growth, pre-tax profit and pre-tax profit
improvement over the prior year.1  The CD&A does not specify the
quantitative amount of those performance goals, but does contain a statement
about how likely it is that the Company will achieve the goals.  The
Company describes under the caption “Grant of Plan-Based Awards” the “target,”
“threshold” and “maximum” amount of bonuses for which each executive is eligible
under the bonus plan, and discloses under the caption “Summary Compensation
Table” the amount of the bonus earned under that plan.

    In
conducting its analysis about whether or not to disclose the quantitative
performance targets, the Company considered, among other things, whether the
performance goals involved confidential trade secrets or confidential commercial
or financial information the disclosure of which would result in competitive
harm. Instruction 4 to Item 402(b) of Regulation S-K provides that companies
need not disclose performance goals if the disclosure would result in
competitive harm, and that the standard to determine competitive harm is the
same standard applicable to requests for confidential treatment pursuant to
Securities Act Rule 406 and Exchange Act Rule 24b-2, each of which incorporates
the criteria for non-disclosure when relying upon Exemption 4 of the Freedom of
Information Act.  The courts have interpreted Exemption 4 as affording
protection from disclosure to information that is (1) commercial or financial,
(2) obtained from a person outside the government and (3) privileged or
confidential. Gulf &
Western Industries, Inc. v. United States, 615 F.2d 527, 529 (D.C. Cir.
1979); National Parks &
Conversation Ass’n v. Morton, 498 F.2d 765, 766 (D.C. Cir. 1974),
subsequent appeal sub. nom.
National Parks & Conversation Ass’n v. Kleppe, 547 F.2d 673 (D.C.
Cir. 1976).  In order to show the likelihood of competitive harm under
this standard, it is not necessary to show actual competitive harm, and it is
sufficient to show actual competition and the likelihood of substantial
competitive injury. National
Parks & Conservation Ass’n v. Morton, 498 F.2d at 770. The
District of Columbia’s Circuit Court of Appeals held that information furnished
to the government on a voluntary basis should be afforded confidentiality if it
is of a kind that the provider would not customarily release to the public.
Critical Mass Energy Project
v. Nuclear Regulatory Commission, 975 F.2d 871 (D.C. Cir.
1992).

        1 The CD&A also
discloses that two of the Company’s named executives participate in the
Company’s Home Office Plan.  The participants may earn five percent
(5%) of the participant’s salary in 2007 (ten percent (10%) of the participant’s
salary in 2008) for achievement of the participant’s expense plan goal (that is,
maintaining expenses below a stated level for a group of the Company’s
administrative departments at the corporate level), and up to five percent (5%)
of salary (for both 2007 and 2008) for achieving certain internal customer
service survey results. The Company did not disclose the quantitative component
of these goals in part because the performance targets are not material to the
context of the Company’s executive compensation policies or
decisions.  For each participant, the maximum bonus which could be
earned for each of the goals in 2007 was $20,000 or less.  In
addition, the Company considered whether or not the disclosure of these
performance targets was necessary for an understanding of the Company’s
compensation.  The Company concluded that the disclosure of these
goals would not provide any meaningful information and therefore was not useful
to provide an understanding of the Company’s
compensation.

      Mr.
Michael McTiernan

        August 5,
2008

        Page 3 of
5

    The
financial measures comprised within the Company’s performance goals are taken
from the Company’s highly confidential and sensitive internal operating budget,
projections and business plan.  The Company undertakes significant
measures to protect this information from inadvertent disclosure by, among other
things, restricting the persons who have access to the information to those
selected individuals who have a need to know the information, and limiting those
individuals to persons who have obligations to the Company not to disclose the
information in an unauthorized manner.

    Disclosure
of the performance goals, even after the fact, would result in serious
competitive injury to the Company.  The Company conducts its business
in a highly competitive environment with most of the businesses which operate in
competition with the Company not being subject to public reporting or
obligations to disclose similar information about themselves.  The
Company believes that its competitors regularly review the Company’s publicly
reported data to gain insights about the Company and their competitive responses
to the Company’s business decisions.  Information about the Company’s
business which competitors might attempt to extrapolate or infer from disclosure
of the performance targets includes, without limitation, the
following:

              ·

              Business
      priorities, areas of emphasis and investment strategies.  For
      example, review of targeted revenues, pre-tax profit and pre-tax profit
      improvement performance goals would allow competitors access to data from
      which to evaluate the Company’s degree of emphasis on increasing revenues
      or making investments in initiatives which would cause the Company to
      record additional expenses in current
periods.

              ·

              Levels
      of investments in infrastructure or business initiatives to support
      revenues or improve profit margins in future periods, and specific
      business activities such as changes to customer service
      offerings.

              ·

              Insights
      into compensation practices for all key employees.  For example,
      the Company uses its annual operating budgets (which are the same budgets
      used for setting the performance goals) as a metric from which to
      compensate many of its employees other than its executive
      officers.  Therefore, the disclosure of these performance
      targets would provide competitors with information which would allow them
      to recruit our employees or adjust their compensation practices in a
      manner adversely affecting our
operations.

      Mr.
Michael McTiernan

        August 5,
2008

        Page 4 of
5

    If the
Company was required to disclose the performance targets, the Compensation
Committee would be forced to consider changes in the metrics used to compensate
its executive officers in order to avoid disclosure of those
metrics.

    In
deciding whether or not to disclose the performance targets, the Company also
considered whether that disclosure is necessary for a full understanding of the
Company’s compensation.  The Company believes that the CD&A
discloses all of the material terms of the Company’s bonus plan including the
nature of each performance measure in the bonus plan.  In addition,
the proxy statement sets forth the range of potential bonus payments under the
bonus plan, and the amount of the actual bonus payment earned under the bonus
plan.  The actual payment amount can be compared against the range of
potential payments to determine that the executives did not fully earn the
highest bonus potential under the bonus plan.  The Company believes
that this information provides to investors the details necessary for a robust
understanding of the purpose, operation and funding of the
plan.  Disclosure of the performance targets would not materially
increase that understanding, but would result in competitive injury to the
Company.

    Another
factor considered by the Company in deciding whether to disclose the performance
targets is the potential for disclosure of the performance targets to confuse
investors.  The Company does not publicly release financial forecasts
setting forth a quantitative estimate of the Company’s financial performance for
any given future accounting period.  Due to the nature of the
performance targets, the Company anticipates that capital markets may attempt to
extrapolate from the disclosure of performance targets the financial results
which the Company expects to report for future accounting
periods.  The performance targets, however, have been prepared and are
designed to be used for purposes other than forecasted data which the Company
would provide to capital markets if the Company were to publicly announce its
projected operating results.  Performance goals in fact have
historically been higher than the Company’s actual results.

    For the
foregoing reasons, the Company does not intend to disclose its performance
targets.  The Company, however, acknowledges the Staff’s comments and
will in future filings enhance disclosure in its CD&A on the degree of
difficulty to achieve the undisclosed targets.  The Company has stated
in its CD&A that “[t]hese cash compensation performance goals…are difficult
to achieve, but achievable.”  In future disclosure, the Company will
state that these performance goals are intended to create an incentive for
improving the Company’s financial performance and not as a modest goal with an
implied assurance that substantially all of the bonuses will be earned, coupled
with disclosure of historical information indicating the relative achievement of
bonus potential over prior years to demonstrate that the full bonus potential
has not historically been achieved by the Company’s executives.

      Mr.
Michael McTiernan

        August 5,
2008

        Page 5 of
5

    The
Company has authorized us to advise you that the Company acknowledges
that:

              ·

              the
      company is responsible for the adequacy and accuracy of the disclosure 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 federal securities
      laws of the United States.

    Please
direct any further comments or questions to me at (404) 873-8528.

    Sincerely,

    ARNALL
GOLDEN GREGORY LLP

    /s/ Stephen D.
Fox
Stephen
D. Fox

    cc:         Mr.
Harry J. Cynkus