EXHIBIT 4(j)


   Seventeenth Supplemental Collateral Trust Indenture dated March 10, 1997

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                                                                  EXHIBIT 4(j)


                     ROLLINS TRUCK LEASING CORP.

                                 and

                      FIRST UNION NATIONAL BANK

                             as Trustee

                 SEVENTEENTH SUPPLEMENTAL INDENTURE

                     Dated as of March 10, 1997

                               TO THE

                     Collateral Trust Indenture

                     Dated as of March 21, 1983




   7.30% COLLATERAL TRUST DEBENTURES, SERIES R, DUE MARCH 1, 2007


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                         TABLE OF CONTENTS*

                                                                Page


PARTIES                                                           1
RECITALS:
   Execution of Collateral Trust Indenture Supplemental
      Indentures                                                  1
   Issuance of Series R Debentures                                1
   Text of Forms:
      Form of Face of Series R Debentures                         1
      Form of Trustee's Authentication Certificate for
         Series R Debentures                                      2
      Form of Reverse of Series R Debentures                      3
   All Things Done                                                5
GRANTING CLAUSES
   GRANTING CLAUSE I -   Securities                               5
   GRANTING CLAUSE II -  Agreements and Assignments               5
   GRANTING CLAUSE III-  Other Securities and Property            6
HABENDUM                                                          6
GRANT IN TRUST                                                    6
GENERAL COVENANT                                                  6
SECTION   1.   Series R Debentures: Terms and Provisions          6
SECTION   2.   Authentication and Delivery of Series R
                 Debentures                                       7
SECTION   3.   Maintenance of Office or Agency;
                 Authenticating Agent for
                 Series R Debentures                              7
SECTION   4.   Debentures Issuable in the Form of
                 a Global Security                                7
SECTION   5.   Registration and Transfer                         10
SECTION   6.   Requirement and Eligibility of Trustee            10
SECTION   7.   Original Indenture Ratified                       10
SECTION   8.   Trustee Not Responsible                           10
SECTION   9.   Defined Terms                                     11
SECTION  10.   Counterparts                                      11
SECTION  11.   Applicable Law                                    11
TESTIMONIUM                                                      11
EXECUTION                                                        11
ACKNOWLEDGEMENTS                                                 11

 ____________
*Note:   This Table of Contents has been inserted for
         convenience and does not constitute a part of the
         Seventeenth Supplemental Indenture.

                                  i


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     SEVENTEENTH SUPPLEMENTAL INDENTURE (herein called the "Seventeenth
Supplemental Indenture"), dated as of March 10, 1997, between Rollins Truck
Leasing Corp., a Delaware corporation (herein called the "Corporation"), and
FIRST UNION NATIONAL BANK, a national banking association, as Trustee (herein
called the "Trustee").

     WHEREAS, the Corporation and the Trustee have heretofore executed and
delivered a Collateral Trust Indenture dated as of March 21, 1983, as
supplemented and amended by a Third Supplemental Indenture thereto dated as of
February 20, 1986 and by an Eighth Supplemental Indenture dated as of May 15,
1990 (the "Original Indenture"; the Original Indenture, as supplemented and
amended by this Seventeenth Supplemental Indenture, being herein called the
"Indenture");

     WHEREAS, the Original Indenture provides that the Corporation and the
Trustee may enter into indentures supplemental to the Original Indenture,
among other things, to provide for the issuance from time to time of
debentures (defined in the Original Indenture as "Debentures") of the
Corporation;

     WHEREAS, the Corporation has determined to issue hereunder a series of
Debentures (herein called the "Series R Debentures") to be designated as
"7.30% Collateral Trust Debentures, Series R, Due March 1, 2007", to be in the
aggregate principal amount of not in excess of $75,000,000;

     WHEREAS, the Series R Debentures and the Trustee's certificate to be
endorsed on the Series R Debentures are to be substantially in the following
forms, with necessary or appropriate variations, omissions and insertions as
permitted or required by the Indenture:

                     (FORM OF FACE OF SERIES R DEBENTURES)

     Unless this certificate is presented by an authorized representative of
The Depository Trust Company, A New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                     Rollins Truck Leasing Corp.

   7.30% COLLATERAL TRUST DEBENTURE, SERIES R, DUE MARCH 1, 2007

$_____________________________                No. ___________________

     Rollins Truck Leasing Corp., a corporation organized and existing under
the laws of the State of Delaware (herein called the "Corporation", which term
shall include any successor corporation to the extent provided in the
Indenture hereinafter referred to), for value received, hereby promises to pay
to ___________________ , or registered assigns, the principal sum of
____________ on March 1, 2007 in such coin or currency of the United States of
America as at the time of payment shall be legal tender for public and private
debts, and to pay interest on said principal sum at the rate of 7.30% per
annum (and at the same rate per annum on any overdue principal, premium, if
any,


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and, to the extent legally enforceable, overdue installment of interest) in
like coin or currency from the first day of March or September, as the case
may be, to which interest on the Series R Debentures has been paid preceding
the date hereof (unless the date hereof is a March 1 or September 1 to which
interest has been paid, in which case from the date hereof, or unless no
interest has been paid on the Series R Debentures since the original issuance
of this Debenture, in which case from March 1, 1997), semiannually on March 1
and September 1 until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after
February 15 or August 15, as the case may be, and before the following March 1
or September 1 this Debenture shall bear interest from such March 1 or
September 1; provided, however, that if the Corporation shall default in the
payment of interest due on such March 1 or September 1 then this Debenture
shall bear interest from the next preceding March 1 or September 1 to which
interest has been paid or, if no interest has been paid on the Series R
Debentures since the original issuance of this Debenture, from March 1, 1997.
The interest so payable on any March 1 or September 1 will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be
paid to the person in whose name this Debenture is registered at the close of
business on February 15 or August 15, as the case may be, next preceding such
March 1 or September 1. Payment of the principal of, premium, if any, and
interest on this Debenture will be made at the office or agency of the
Corporation in the Borough of Manhattan, the City of New York, New York;
provided, however, that interest may be paid, at the option of the
Corporation, by check mailed to the registered holder hereof at his address
last appearing on the registry books for the Series R Debentures.

     Additional provisions of this Debenture are contained on the reverse
hereof and such provisions shall for all purposes have the same effect as
though fully set forth at this place.

     This Debenture shall not be entitled to any of the benefits of the
Indenture or any indenture supplemental thereto, or be valid or obligatory for
any purpose, unless the form of certificate of authentication hereon shall
have been executed by or on behalf of the Trustee or a successor trustee
thereto under the Indenture.

     IN WITNESS WHEREOF, Rollins Truck Leasing Corp. has caused this
instrument to be signed in its name by its President or a Vice President and
by its Secretary or an Assistant Secretary, or by facsimiles of any of their
signatures, and its corporate seal, or a facsimile thereof, to be hereto
affixed.

DATED:__________________________

                                     Rollins Truck Leasing Corp.

                                     BY:_______________________________
                                     (Title)

ATTESTED:

________________________________

(Title)


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                (FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE)

                     TRUSTEE'S AUTHENTICATION CERTIFICATE

     This is one of the Debentures, of the series designated therein,
described in the within-mentioned Indenture.

                              FIRST UNION NATIONAL BANK,
                              AS TRUSTEE

BY:_________________________________________
                                Authorized Officer

                   (FORM OF REVERSE OF SERIES R DEBENTURES)

     This Debenture is one of the Debentures of the Corporation (herein called
the "Debentures"), all duly authorized or from time to time to be duly
authorized and not limited in aggregate principal amount, all issued and to be
issued in one or more series from time to time under and equally secured by a
Collateral Trust Indenture dated as of March 21, 1983, as supplemented and
amended by a Third Supplemental Indenture thereto dated as of February 20,
1986 and by an Eighth Supplemental Indenture dated as of May 15, 1990, between
the Corporation and First Union National Bank, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture as
hereinafter defined), as last supplemented and amended by a Seventeenth
Supplemental Indenture, dated as of March 10, 1997 (said Indenture, as so
supplemented and amended, being herein called the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a description of the property thereby pledged, the nature and extent of the
security, the rights of the holders of the Debentures in respect of the
security, the rights, duties and immunities of the Trustee and the rights and
obligations of the Corporation in respect of the Debentures, and the terms and
conditions upon which the Debentures are, and are to be, secured. The
Debentures may be issued in series, for various principal sums, may mature at
different times, may bear interest at different rates and may otherwise vary
as in the Indenture provided. This Debenture is one of a series designated as
the "7.30% Collateral Trust Debentures, Series R, due March 1, 2007" of the
Corporation (herein called the "Series R Debentures"), duly authorized and
lawfully issued in an aggregate principal amount not exceeding $75,000,000
under and secured by the Indenture.

     The provisions of the Indenture may be waived, or modified or amended by
supplemental indenture, to the extent and in the manner provided in the
Indenture, but in certain instances only with the consent of the holders of a
majority in aggregate principal amount of all Debentures at the time
outstanding, and of 66 2/3% in aggregate principal amount of each series of
the Debentures at the time outstanding which is affected by such waiver or
supplemental indenture; provided, however, that, without the written consent
of the holder of this Debenture, no such modification or amendment shall be
made so as to (i) extend the fixed maturity of this Debenture or the time of
payment of interest hereon, or reduce or otherwise modify the terms of payment
of the principal of, or premium, if any, or the rate of interest on, this
Debenture, or adversely affect the right of the


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holder hereof to institute suit for the enforcement of any such payment, (ii)
permit the creation of any lien ranking prior to or on a parity with the lien
of the Indenture with respect to, or terminate the lien of the Indenture on,
any of the property covered thereby, or deprive the holder hereof of the
security afforded by the lien of the Indenture or (iii) reduce the percentage
of the aggregate principal amount of Debentures, or of Series R Debentures,
required to authorize any such modification or amendment or any waiver of any
provision of, or default under, the Indenture.

     In case an Event of Default (as defined in the Indenture) shall occur,
the principal of all the Debentures at any such time outstanding under the
Indenture may be declared or may become due and payable upon the conditions
and in the manner and with the effect provided in the Indenture. The Indenture
provides that in certain events such Event of Default and its consequences may
be waived and such declaration may be rescinded by the holders of outstanding
Debentures in the manner provided in the Indenture.

     Any request, demand, authorization, direction, declaration, notice,
consent, waiver or other action by the holder of this Debenture shall bind the
holder of every Debenture issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, in respect of anything done or suffered
to be done by or on behalf of the Trustee or the Corporation in reliance
thereon, whether or not notation of such action is made upon this Debenture.

     The Series R Debentures may not be redeemed prior to maturity.

     The transfer of this Debenture may be registered by the registered holder
hereof or by his duly authorized attorney at the office or agency of the
Corporation in the Borough of Manhattan, The City of New York, New York, upon
surrender of this Debenture for cancellation, accompanied by a written
instrument of transfer in a form approved by the Corporation, duly executed by
the registered holder of this Debenture or by his duly authorized attorney,
and thereupon one or more new Debentures of the same series and aggregate
principal amount will be issued in the name of the transferee or transferees
in exchange herefor without service charge, except that the Corporation may
require payment of a sum sufficient to pay any stamp taxes or other
governmental charges that may be required with respect thereto, as provided in
the Indenture.

     The person in whose name this Debenture shall be registered shall be
deemed the absolute owner hereof for all purposes, and payment of or on
account of the principal of, and premium, if any, and interest on, this
Debenture shall be made only to or upon the written order of such registered
owner or his duly authorized attorney. All such payments shall satisfy and
discharge the liability upon this Debenture to the extent of the amounts so
paid.

     No recourse shall be had for the payment of the principal of, or premium,
if any, or interest on, this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Corporation or any
successor corporation, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the


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consideration for the issue hereof, expressly waived and released.

                (END OF FORM OF REVERSE OF SERIES R DEBENTURES)


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     WHEREAS, the Debentures of any other series are to be
substantially in the forms herein provided for Series R Debentures, with such
omissions, insertions and variations as may be authorized and permitted by
this Indenture; and

     WHEREAS, all acts and things prescribed by law, by the Articles of
Incorporation and the Bylaws of the Corporation, and all other acts and things
necessary to make the Series R Debentures, when executed by the Corporation,
and authenticated and delivered by the Trustee as in this Seventeenth
Supplemental Indenture provided, the valid, binding and legal obligations of
the Corporation, and to make this Seventeenth Supplemental Indenture a valid,
binding and legal instrument for the security of the Series R Debentures, in
accordance with its terms, have been done and performed;

     NOW, THEREFORE, THIS SEVENTEENTH SUPPLEMENTAL INDENTURE WITNESSETH:

     THAT the Corporation, in consideration of these premises, of the
acceptance by the Trustee of the trusts created hereby, of the mutual
covenants herein contained, of the purchase and acceptance of the Debentures
by the holders thereof, of the sum of $10 duly paid by the Trustee to the
Corporation at or before the ensealing and delivery of this Seventeenth
Supplemental Indenture and for other valuable consideration, the receipt
whereof is hereby acknowledged, and in order to secure the payment of the
principal of, and premium, if any, and interest on, all Debentures at any time
issued and Outstanding under the Indenture, according to their tenor and
effect, and the performance and observance by the Corporation of all the
covenants and conditions herein and therein contained on its part to be
performed and observed, and to declare the terms and conditions upon and
subject to which the Debentures are, and are to be, issued and secured, has
executed and delivered this Indenture and has granted, bargained, sold,
remised, released, conveyed, assigned, transferred, mortgaged, pledged, set
over, confirmed and warranted, and by these presents does grant, bargain,
sell, remise, release, convey, assign, transfer, mortgage, pledge, set over,
confirm and warrant, to the Trustee, and to its successors in the trusts and
its and their assigns forever, with power of sale, all and singular the
following:

                               GRANTING CLAUSE I

                                  Securities

     A note of Rollins Leasing Corp., a Delaware corporation, dated March 10,
1997 in the aggregate principal amount of $75,000,000.

                              GRANTING CLAUSE II

                           Agreement and Assignment

     The following agreement and assignment:

     A. A Loan Agreement dated as of March 10, 1997, between the Corporation
and Rollins Leasing Corp., which Loan Agreement shall be in the form attached
hereto as Exhibit A, with such insertions, omissions, substitutions and
variations as the Board of Directors and the Trustee may deem appropriate and
as shall not be inconsistent with the provisions of the Seventeenth
Supplemental Indenture or the Original Indenture.


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     B. Assignment dated as of March 10, 1997, of the Loan Agreement described
in Subparagraph A of this Granting Clause II, which Assignment shall be in the
form attached hereto as Exhibit B, with such insertions, omissions,
substitutions and variations as the Board of Directors and the Trustee may
deem appropriate and as shall not be inconsistent with the provisions of the
Seventeenth Supplemental Indenture or the Original Indenture.


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                              GRANTING CLAUSE III

                         Other Securities and Property

     All other securities and other property, including cash, and any and all
security therefor of whatsoever nature, that may, from time to time hereafter,
by delivery or by writing of any kind, be subjected to the lien hereof by the
Corporation or by anyone on its behalf; and the Trustee is hereby authorized
to receive the same as additional security hereunder. Such subjection to the
lien hereof of such securities or other property, including cash, as
additional security hereunder may be made subject to any reservations,
limitations or conditions which shall not be prohibited by this Indenture and
which shall be set forth in a written instrument executed by the Corporation
or the person so acting on its behalf, respecting the use and disposition of
such property or the proceeds thereof.

     TO HAVE AND TO HOLD the Pledged Property unto the Trustee and its
successors and assigns forever;

     BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and
security of the holders from time to time of all the Debentures issued
hereunder and Outstanding, without any priority of any of said Debentures over
any of the others.

     IT IS HEREBY COVENANTED, DECLARED AND AGREED that all the Debentures are
to be issued, authenticated and delivered, and that all property, including
cash, subject or to become subject hereto is to be held, subject to the
further covenants, conditions, uses and trusts hereinafter set forth, and the
Corporation, for itself and its successors and assigns, hereby covenants and
agrees to and with the Trustee and its successors in said trust for the equal
and proportionate benefit and security of those who shall hold the Debentures,
as hereinafter set forth.

     SECTION 1. Series R Debentures: Terms and Provisions. Series R Debentures
shall be designated as "7.30% Collateral Trust Debentures, Series R, due March
1, 2007" of the Corporation, and shall have the following terms and
provisions:

          (a) Series R Debentures shall be substantially in the form set forth
     in the recitals hereto.

          (b) The aggregate principal amount of Series R Debentures which may
     be issued shall be limited to $75,000,000, except Series R Debentures
     issued in exchange for, in lieu of, in substitution for, or upon the
     registration or transfer of, other Series R Debentures pursuant to the
     provisions of Article II and Sections 5.01(e) and 18.04 of the Original
     Indenture.

          (c) Series R Debentures shall be dated as provided in Section
     2.06(b) of the Original Indenture.

          (d) Series R Debentures shall mature March 1, 2007, and shall bear
     interest as provided in Section 2.06(b) of the Original Indenture,
     payable semi-annually on March 1 and September 1 in each year, commencing
     September 1, 1997, at the rate of 7.30% per annum until the principal
     thereof shall become due and payable (whether at the stated maturity,
     upon redemption, by declaration or otherwise), and at the same rate per
     annum on any overdue


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     principal, premium, if any, and (to the extent legally enforceable) any
     overdue installment of interest. Payment of principal, premium, if any,
     and interest shall be made at the office of the Trustee in the Borough of
     Manhattan, in such coin or currency of the United States of America as at
     the time of payment shall be legal tender for the payment of public and
     private debts; provided, however, that interest may be paid, at the
     option of the Corporation, by check mailed to the Person entitled thereto
     at his address last appearing on the registry books required to be kept
     pursuant to Section 2.05 of the Original Indenture.

          (e) Series R Debentures shall be issued in denominations of $1,000
     and integral multiples thereof and may be fully printed or printed on
     steel engraved borders or fully or partly engraved.

          (f) Series R Debentures may not be redeemed prior to maturity.

     SECTION 2. Authentication and Delivery of Series R Debentures. On or
after the date of execution and delivery of the Seventeenth Supplemental
Indenture and upon compliance with the provisions of Article IV of the
Original Indenture, Series R Debentures (up to but not exceeding the aggregate
principal amount provided in Section 1 of the Seventeenth Supplemental
Indenture) shall be executed by the Corporation and delivered to the Trustee,
and the Trustee shall, upon request, authenticate and deliver such Series R
Debentures upon the written order of the Corporation signed by its President
or one of its Vice Presidents and its Treasurer or Controller, an Assistant
Treasurer or an Assistant Secretary.

     SECTION 3. Maintenance of Office or Agency; Authenticating Agent for
Series R Debentures. Paragraph (a) of Section 7.02 of the Original Indenture
is amended and restated to read as follows:

            The Corporation will cause to be maintained an office or agency in
        the City of Chicago, Illinois, or the Borough of Manhattan, The City
        of New York, New York, where Debentures may be authenticated and
        presented for exchange, registration of transfer or payment of
        principal and interest, and notices and demands in respect of
        Debentures or this Indenture may be served. The Corporation will give
        to the Trustee notice of the location of any such office or agency and
        of any change of location thereof. In case the Corporation shall fail
        to maintain such office or agency or shall fail to give such notice of
        the location or of any change in the location thereof, such office or
        agency shall be the office of the Trustee in the Borough of Manhattan,
        The City of New York, New York.

     SECTION 4. Debentures Issuable in the Form of a Global Security.

        (a) Section 1.01 of the Original Indenture is amended to add new
     definitions thereto, in the appropriate alphabetical sequence, as
     follows:

            "Depository" means, unless otherwise specified by the Corporation
        pursuant to either Section 2.02 or 2.17, with respect to Debentures of
        any series issuable or issued in whole or in part in the form of one
        or more Global Securities, The


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          Depository Trust Corporation, New York, New York, or any successor
          thereto registered as a clearing agency under the Exchange Act or
          other applicable statute or regulations.

               "Global Security" means with respect to any series of
          Debentures issued hereunder, a Debenture which is executed by the
          Corporation and authenticated and delivered by the Trustee to the
          Depository or its custodian or pursuant to the Depository's
          instruction, all in accordance with this Indenture and any
          indentures supplemental hereto, which shall be registered in the
          name of the Depository or its nominee and which shall represent, and
          shall be denominated in an amount equal to the aggregate principal
          amount of, all the Outstanding Debentures of such series or any
          portion thereof, in either case having the same terms, including,
          without limitation, the same original issue date, date or dates on
          which principal is due and interest rate or method of determining
          interest.

          (b) Article II of the Original Indenture is amended to add a new
     Section 2.17, which reads in its entirety as follows:

               SECTION 2.17. Debentures Issuable in the Form of a Global
          Security. (a) If the Corporation shall establish pursuant to Section
          2.02 that the Debentures of a particular series are to be issued in
          whole or in part in the form of one or more Global Securities, then
          the Corporation shall execute and the Trustee or its agent shall, in
          accordance with Section 4.01, authenticate and deliver, such Global
          Security or Securities, which (i) shall represent, and shall be
          denominated in an amount equal to the aggregate principal amount of,
          the Outstanding Debentures of such series to be represented by such
          Global Security or Securities, (ii) shall be registered in the name
          of the Depository for such Global Security or Securities or its
          nominee, (iii) shall be delivered by the Trustee or its agent to the
          Depository or pursuant to the Depository's instruction and (iv)
          shall bear a legend substantially to the following effect: "Unless
          and until it is exchanged in whole or in part for the individual
          Debentures represented hereby, this Global Security may not be
          transferred except as a whole by the Depository to a nominee of the
          Depository or by a nominee of the Depository to the Depository or
          another nominee of the Depository or by the Depository or any such
          nominee to a successor Depository or a nominee of such successor
          Depository", or such other legend as may then be required by the
          Depository for such Global Security or Securities.

               (b) Notwithstanding any other provision of this Section 2.17 or
          of Section 2.06 to the contrary, and subject to the provisions of
          paragraph (c) below, unless the terms of a Global Security expressly
          permit such Global Security to be exchanged in whole or in part for
          definitive Debentures in registered form, a Global Security may be
          transferred, in whole but not in part and in the manner provided in
          Section 2.06, only by the Depository to a nominee of the Depository
          for such Global Security, or by a nominee of the Depository to the
          Depository or another nominee of the Depository, or by the
          Depository or a nominee of the Depository to a successor Depository
          for such Global Security selected or approved by the Corporation, or
          to a nominee of such successor Depository.


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               (c) (i) If at any time the Depository for a Global Security or
          Securities notifies the Corporation that it is unwilling or unable
          to continue as Depository for such Global Security or Securities or
          if at any time the Depository for the Debentures for such series
          shall no longer be eligible or in good standing under the Exchange
          Act or other applicable statute, rule or regulation, the Corporation
          shall appoint a successor Depository with respect to such Global
          Security or Securities. If a successor Depository for such Global
          Security or Securities is not appointed by the Corporation within 90
          days after the Corporation receives such notice or becomes aware of
          such ineligibility, the Corporation shall execute, and the Trustee
          or its agent, upon receipt of a Request for the authentication and
          delivery of such individual Debentures of such series in exchange
          for such Global Security or Securities, will authenticate and
          deliver individual Debentures of such series of like tenor and terms
          in definitive form in an aggregate principal amount equal to the
          principal amount of the Global Security or Securities in exchange
          for such Global Security or Securities.

               (ii) The Corporation may at any time and in its sole discretion
          determine that the Debentures of any series or portion thereof
          issued or issuable in the form of one or more Global Securities
          shall no longer be represented by such Global Security or
          Securities. In such event, the Corporation will execute, and the
          Trustee, upon receipt of a Request for the authentication and
          delivery of individual Debentures of such series in exchange in
          whole or in part for such Global Security or Securities, will
          authenticate and deliver individual Debentures of such series of
          like tenor and terms in definitive form in an aggregate principal
          amount equal to the principal amount of such series or portion
          thereof in exchange for such Global Security or Securities.

               (iii) If specified by the Corporation pursuant to Section 2.02
          with respect to Debentures issued or issuable in the form of a
          Global Security, the Depository for such Global Security may
          surrender such Global Security in exchange in whole or in part for
          individual Debentures of such series of like tenor and terms in
          definitive form on such terms as are acceptable to the Corporation,
          the Trustee and such Depository. Thereupon the Corporation shall
          execute, and the Trustee or its agent upon receipt of a Request for
          the authentication and delivery of definitive Debentures of such
          series shall authenticate and deliver, without service charge, (1)
          to each Person specified by such Depository a new Debenture or
          Debentures of the same series of like tenor and terms and of any
          authorized denomination as requested by such Person in aggregate
          principal amount equal to and in exchange for such Person's
          beneficial interest in the Global Security; and (2) to such
          Depository a new Global Security of like tenor and terms and in an
          authorized denomination equal to the difference, if any, between the
          principal amount of the surrendered Global Security and the
          aggregate principal amount of Debentures delivered to Holders
          thereof.

               (iv) In any exchange provided for in any of the preceding three
          paragraphs, the Corporation will execute and the Trustee or its
          agent will authenticate and deliver


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          individual Debentures. Upon the exchange of the entire principal
          amount of a Global Security for individual Debentures, such Global
          Security shall be cancelled by the Trustee or its agent. Except as
          provided in the preceding paragraph, Debentures issued in exchange
          for a Global Security pursuant to this Section 2.17 shall be
          registered in such names and in such authorized denominations as the
          Depository for such Global Security, pursuant to instructions from
          its direct or indirect participants or otherwise, shall instruct the
          Trustee. The Trustee shall deliver such Debentures to the Persons in
          whose names such Debentures are so registered or to such other
          Person as the Depository shall designate.

               (v) Payments in respect of the principal of and interest on any
          Debentures registered in the name of the Depository or its nominee
          will be payable to the Depository or such nominee in its capacity as
          the registered owner of such Global Security. The Corporation and
          the Trustee may treat the Person in whose names the Debentures,
          including the Global Security, are registered as the owner thereof
          for the purpose of receiving such payments and for any and all other
          purposes whatsoever. None of the Corporation, the Trustee or any
          agent of the Corporation or the Trustee will have any responsibility
          or liability for (a) any aspect of the records relating to or
          payments made on account of the beneficial ownership interests of
          the Global Security by the Depository or its nominee or any of the
          Depository's direct or indirect participants, or for maintaining,
          supervising or reviewing any records of the Depository, its nominee
          or any of its direct or indirect participants relating to the
          beneficial ownership interests of the Global Security, (b) the
          payments to the beneficial owners of the Global Security of amounts
          paid to the Depository or its nominee, or (c) any other matter
          relating to the actions and practices of the Depository, its nominee
          or any of its direct or indirect participants. None of the
          Corporation, the Trustee or any such agent will be liable for any
          delay by the Depository, its nominee, or any of its direct or
          indirect participants in identifying the beneficial owners of the
          Debentures, and the Corporation and the Trustee may conclusively
          rely on, and will be protected in relying on, instructions from the
          Depository or its nominee for all purposes (including with respect
          to the registration and delivery, and the respective principal
          amounts, of the Debentures to be issued).

     SECTION 5.     Registration of Transfer.

          (a) The first sentence of paragraph (a) of Section 2.06 of the
     Original Indenture is amended and restated to read as follows: "Subject
     to Section 2.17, the transfer of any Debenture may be registered on the
     books required to be kept pursuant to Section 2.04 upon the surrender of
     such Debenture at the office or agency of the Corporation required to be
     maintained under Section 7.02(a) in the City of Chicago, Illinois, or the
     Borough of Manhattan, The City of New York, New York, or in the case of
     Debentures of any Additional Series, at any such office or agency
     required by any supplemental indenture, in each case accompanied by
     delivery of instruments of transfer, in form approved by the Corporation,
     duly executed by the registered owner thereof or by his duly authorized
     attorney, and thereupon the Corporation shall execute in the name


<PAGE>


     of the transferee or transferees, and the Trustee or appropriate
     authenticating agent shall authenticate and deliver, a new Debenture or
     Debentures of the same series, maturity and aggregate principal amount."

          (b) Section 2.06 of the Original Indenture is amended to add a new
     paragraph (c), which reads in its entirety as follows: "(c) None of the
     Corporation, the Trustee, or any agent of the Corporation or the Trustee
     will have any responsibility or liability for any aspect of the records
     relating to or payments made on account of beneficial ownership interests
     of a Global Security or for maintaining, supervising or reviewing any
     records relating to such beneficial ownership interests."

     SECTION 6. Requirement and Eligibility of Trustee. The first paragraph of
Section 12.04 of the Original Indenture is amended and restated to read as
follows:

            There shall at all times be a Trustee under this Indenture, which
        shall be an incorporated bank or trust company in good standing
        organized and doing business under the laws of the United States or of
        the State of New York, or the State of Illinois, or of the
        Commonwealth of Pennsylvania, having a combined capital and surplus of
        not less than $10,000,000, which is authorized under the laws of its
        jurisdiction of incorporation to exercise corporate trust powers and
        subject to supervision or examination by Federal or State authority.
        If the Trustee publishes reports of condition at least annually,
        pursuant to law or to the requirement of the aforesaid supervising or
        examining authority, the combined capital and surplus of the Trustee
        shall be deemed to be its combined capital and surplus as set forth in
        its most recent report of condition so published. The Trustee shall at
        all times satisfy the requirements of Section 310(a)(v) of the Trust
        Indenture Act of 1939.

     SECTION 7. Original Indenture Ratified. The Original Indenture as amended
by the Third Supplemental Indenture dated February 20, 1986 and by the Eighth
Supplemental Indenture dated May 15, 1990, and as supplemented and amended by
this Seventeenth Supplemental Indenture is in all respects ratified and
confirmed and the Seventeenth Supplemental Indenture and all its provisions
shall be deemed a part thereof in the manner and to the extent herein
provided, and the Original Indenture, as modified in the manner and to the
extent herein provided, shall be deemed a part hereof as though fully set
forth herein.

     SECTION 8. Trustee Not Responsible. The Trustee assumes no responsibility
for or in respect of the validity or sufficiency of the Seventeenth
Supplemental Indenture or the due execution hereof by the Corporation or for
or in respect of the recitals and statements contained herein, all of which
are made solely by the Corporation. The Trustee accepts the trusts created by
the Seventeenth Supplemental Indenture upon the terms and conditions hereof
and of the Original Indenture.

     SECTION 9. Defined Terms. All terms used in the Seventeenth Supplemental
Indenture which are defined in the Original Indenture shall have the meanings
assigned to them in the Original Indenture.


<PAGE>


     SECTION 10. Counterparts. The Seventeenth Supplemental Indenture may be
executed in any number of counterparts, each of which when so executed and
delivered shall be an original; and all such counterparts shall together
constitute but one and the same instrument.

     SECTION 11. Applicable Law. The Seventeenth Supplemental Indenture shall
be construed in accordance with and governed by the laws of the State of
Delaware.

     IN WITNESS WHEREOF, Rollins Truck Leasing Corp. has caused the
Seventeenth Supplemental Indenture to be executed on its behalf by its
President or one of its Vice Presidents and its corporate seal to be hereto
affixed and said seal and this Seventeenth Supplemental Indenture to be
attested by its Secretary or Assistant Secretary, and First Union National
Bank, in evidence of its acceptance of the trusts hereby created, has caused
this Seventeenth Supplemental Indenture to be executed on its behalf and its
corporate seal to be affixed by one of its Vice Presidents and said seal and
this Indenture to be attested by its Assistant Secretary or one of its Trust
Officers, as of March 10, 1997.



                              Rollins Truck Leasing Corp.

(CORPORATE SEAL)              BY:/s/ Patrick J. Bagley
                                 Vice President-Finance and Treasurer

Attest:

/s/ J. Carlisle Peet, III
Assistant Secretary

                              FIRST UNION NATIONAL BANK
                              as Trustee


(CORPORATE SEAL)              BY:/s/ Stephanie Roche
                                 Vice President


Attest:

/s/ Paul O'Brien
Assistant Vice President