Rollins Truck Leasing Corp.

                                    Exhibit 3(a)

                        Restated Certificate of Incorporation

                         as last amended on January 25, 1990
<PAGE>
                                      RESTATED
                            CERTIFICATE OF INCORPORATION
                                         OF
                                      RLC CORP.

                           (Originally Incorporated Under
                                     The Name of
                            "Rollins Fleet Leasing, Inc."
                                 On April 28, 1954)

       FIRST:  The name of the Corporation is RLC CORP.

       SECOND:  Its registered office is to be located at One
Rollins Plaza, County of New Castle, Wilmington, in the
State of Delaware.  The name of its registered agent at that
address is RLC CORP.

       THIRD:  The nature of the business of the Corporation
is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation
Law of the State of Delaware.

       FOURTH:  The total number of shares of stock which this
Corporation shall have authority to issue is Fifty One
Million (51,000,000) shares, divided into two classes,
namely Preferred Stock and Common Stock.  The number of
shares of Preferred Stock which this Corporation is
authorized to issue is One Million (1,000,000) shares
without par value; the number of shares of Common Stock
which this Corporation is authorized to issue is Fifty
Million (50,000,000) shares of the par value of One Dollar
($1.00) per share.

       There is hereby expressly granted to the Board of
Directors of the Corporation the power and authority to
issue the Preferred Stock as a class without series, or if
so determined from time to time, in one or more series, and
to fix the voting rights, the designations, preferences and
relative, participating, optional or other special rights of
the class of the Preferred Stock or of one or more series
thereof and the qualifications, limitation or restrictions
thereof with respect to the Preferred Stock authorized
herein in a resolution or resolutions adopted by the Board
of Directors providing for the issue of said stock.  The
holders of Preferred Stock shall have no preemptive rights
to subscribe for any shares of any class of stock of the
Corporation whether now or hereafter authorized.

       The Board of Directors is further authorized to provide
that the Preferred Stock, when issued, may be convertible
into or exchangeable for shares of any other class or
classes of stock of the Corporation or of any series of the
same at such price or prices or rates of exchange and with
such adjustments as shall be stated and expressed in the
resolution or resolutions providing for the issue of such
Preferred Stock adopted by the Board of Directors as
hereinabove provided.

       Each and every resolution adopted by the Board of
Directors providing for the issuance of the Preferred Stock
as a class or in series within such class from time to time
shall be, under certificate of the proper officers of the
Corporation, filed with the Secretary of State of Delaware
and a certified copy thereof shall be recorded in the same
manner as certificates of incorporation are required to be
filed and recorded.

       The holders of the Common Stock shall have no
preemptive rights to subscribe for any shares of any class
of stock of the Corporation whether now or hereafter
authorized.

       Special meetings of the stockholders may be called at
any time by the Chairman of the Board of Directors, the
President or the Chairman of the Executive Committee of the
Board of Directors and not by any other person.  No action
shall be taken by the stockholders except at an annual or
special meeting of stockholders and stockholders may not act
by written consent.

                     DESIGNATION, POWERS, PREFERENCES
                     AND RIGHTS OF SERIES C $1 DIVIDEND
                     CUMULATIVE CONVERTIBLE PREFERRED
                     STOCK.

       The series of 423,912 shares of the Preferred Stock,
without par value, of the Corporation, hereby designated
"Series C $1 Dividend Cumulative Convertible Preferred
Stock", to be issued from time to time as the Board of
Directors may determine, shall have the following powers,
preferences, rights and limitations in addition to those
applicable generally to the Preferred Stock of the
Corporation.

              (a)  The holders of shares of Series C $1 Dividend
Cumulative Convertible Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors, out
of funds and assets of the Corporation legally available
therefor, a cash dividend of $1.00 per share, payable
October 31, 1970 and thereafter an annual cash dividend at
the rate of $1.00 per share, payable semi-annually in
installments of $.50 per share on the 30th day of April and
October in each year, to stockholders of record on record
dates, not exceeding 15 days preceding such dividend payment
dates, fixed for that purpose by the Board of Directors. 
Dividends on each share of the Series C $1 Dividend
Cumulative Convertible Preferred Stock shall accrue and be
cumulative from the date of issue.  Accumulations of
dividends shall not bear interest.

              No dividend shall be paid or declared and set
apart for payment on any shares of Preferred Stock for any
dividend period unless a dividend for the same period and
all past periods, if any, ending within such period ratable
in proportion to the respective annual dividend rates fixed
therefor, shall be or have been paid or declared and set
apart for payment on all shares of Preferred Stock of all
series then outstanding and entitled to receive dividends
for such period or for any past dividend period, if any,
ending within such dividend period.

              So long as any shares of Series C $1 Dividend
Cumulative Convertible Preferred Stock are outstanding, the
Corporation shall not declare and pay or set apart for
payment any dividends or make any other distribution on the
Corporation's Common Stock and shall not redeem, retire,
purchase or otherwise acquire, or permit any subsidiary to
purchase or otherwise acquire, any shares of Common Stock or
Preferred Stock, unless at the time of making such
declaration, payment, distribution, redemption, retirement,
purchase or acquisition, dividends on all outstanding shares
of Series C $1 Dividend Cumulative Convertible Preferred
Stock for all past dividend periods shall have been paid or
declared and sufficient funds set apart for the payment
thereof.

              (b)  The Corporation may, at the option of the
Board of Directors, redeem all or any part of the
outstanding Series C $1 Dividend Cumulative Convertible
Preferred Stock at any time after June 30, 1971, by paying
for each share so redeemed the redemption prices listed
below, together with an amount equal to all cumulative
dividends accrued thereon to the date fixed for redemption
plus accrued and unpaid dividends, if any, provided that
notice of redemption is sent by certified mail to the
holders of record of the Series C $1 Dividend Cumulative
Convertible Preferred Stock to be redeemed at least 40 but
not more than 60 days prior to the date of redemption
specified in such notice, addressed to each such holder at
his address as it appears in the records of the Corporation. 
On or after the redemption date each holder of shares of
Series C $1 Dividend Cumulative Convertible Preferred Stock
to be redeemed shall present and surrender his certificate
or certificates for such shares to the Corporation at the
place designated in such notice and thereupon the redemption
price of such shares shall be paid to or to the order of the
person whose name appears on such certificate or
certificates as the owner thereon and each surrender
certificate shall be cancelled.  In case less than all the
shares represented by any such certificates are redeemed, a
certificate shall be issued representing the unredeemed
shares.  From and after the redemption date (unless default
shall be made by the Corporation in payment of the
redemption price) all dividends on the shares of Series C $1
Dividend Cumulative Convertible Preferred Stock designated
for redemption in such notice shall cease to accrue, and all
rights of the holders thereof as stockholders of the
Corporation, except the right to receive the redemption
price thereof upon the surrender of certificates
representing the same, without interest, shall cease and
terminate and such shares shall not thereafter be
transferred (except with the consent of the Corporation) on
the books of the Corporation, and such shares shall not be
deemed to be outstanding for any purpose whatsoever.  At its
election, the Corporation prior to the redemption date may
deposit the redemption price of the shares of Series C $1
Dividend Cumulative Convertible Preferred Stock so called
for redemption in trust for the holders thereof with a bank
or trust company (having a capital and surplus of not less
than $1,000,000) in which case such notice to holders of the
Series C $1 Cumulative Convertible Preferred Stock to be
redeemed shall state the date of such deposit, shall specify
the office of such bank or trust company as the place of
payment of the redemption price, and shall call upon such
holders to surrender the certificates representing such
shares at such price on or after the date fixed in such
redemption notice (which shall not be later than the
redemption date) against payment of the redemption price. 
From and after the making of such deposit, the shares of
Series C $1 Dividend Cumulative Convertible Preferred Stock
so designated for redemption shall not be deemed to be
outstanding for any purpose whatsoever, and the rights of
the holders of such shares shall be limited to the right to
receive the redemption price of such shares, without
interest, upon surrender of the certificates representing
the same to the Corporation at said office of such bank and
trust company, and the right of conversion (on or before the
close of business on the last business day prior to the date
fixed for redemption) herein provided.  Any funds so
deposited which shall not be required for such redemption
because of the exercise of such right of conversion after
the date of such deposit shall be returned to the
Corporation.  Any interest accrued on such funds shall be
paid to the Corporation from time to time.  Any moneys so
deposited which shall remain unclaimed by the holders of
such Series C $1 Dividend Cumulative Convertible Preferred
Stock at the end of six years after the redemption shall be
returned by such bank or trust company to the Corporation
after which the holders of the Series C $1 Cumulative
Convertible Preferred Stock shall look only to the
Corporation for payment of the redemption price.  In the
event that less than all the outstanding shares of Series C
$1 Dividend Cumulative Convertible Preferred Stock are to be
redeemed at one time, the shares so to be redeemed shall be
determined by lot or pro rata in such manner as the Board of
Directors may determine.  The prices at which each share of
Series C $1 Dividend Cumulative Convertible Preferred Stock
may be redeemed during the periods set forth below are as
follows:

                     Prior to July 1, 1971:  No right to redeem.

                     If redemption date occurs after June 30, 1971
but before July 1, 1972:  $32.00 together with an amount
equal to all cumulative dividends accrued thereon to the
date of redemption.

                     If redemption date occurs after June 30, 1972
but before July 1, 1973:  $31.00 together with an amount
equal to all cumulative dividends accrued thereon to the
date of redemption.

                     If redemption date occurs after June 30,
1973;  $30.00 together with any amount equal to all
cumulative dividends accrued thereon to the date of
redemption.

              (c)  Upon liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, the
holders of Series C $1 Dividend Cumulative Convertible
Preferred Stock shall be entitled to be paid out of the
assets of the Corporation available for distribution to its
stockholders before any payment shall be made in respect of
any class or series of stock which shall rank subordinate
thereto as to assets the fixed amount of $30.00 for each
share of Series C $1 Dividend Cumulative Convertible
Preferred Stock held by them and accrued and unpaid
dividends, if any, thereon.

              If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation the assets of
the Corporation available for distribution to its Series C
$1 Dividend Cumulative Convertible Preferred Stockholders
shall be insufficient to pay the holders of Series C $1
Dividend Cumulative Convertible Preferred Stock the full
amount to which they are entitled hereunder, the holders of
Series C $1 Dividend Cumulative Convertible Preferred Stock
shall share with all other preferred stock ratably in any
distribution of assets according to the respective amounts
which would be payable in respect of the shares of Series C
$1 Dividend Cumulative Convertible Preferred Stock held by
them upon such distribution if all amounts payable on or
with respect to Series C $1 Dividend Cumulative Convertible
Preferred Stock were paid in full.

              Neither the merger or consolidation of the
Corporation into or with another Corporation, nor the sale,
transfer or lease of all or substantially all the assets of
the Corporation, shall be deemed to be voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation.

              (d)  At each meeting of stockholders each holder
of record of shares of Series C $1 Dividend Cumulative
Convertible Preferred Stock shall be entitled to .7 of a
vote per share on each matter on which the holders of record
of common stock shall be entitled to vote, except the
election of directors, voting, except as otherwise provided
herein or required by law, together with the holder of
record of common stock and any other series of preferred
stock entitled to vote with the holders of record of common
stock as one class, and each such record holder of shares of
Series C $1 Dividend Cumulative Convertible Preferred Stock
shall be entitled to notice of any such meeting of
stockholders, provided however, that so long as 50,000
shares of Series C $1 Dividend Cumulative Convertible
Preferred Stock are outstanding, the holders of record of
Series C $1 Dividend Cumulative Convertible Preferred Stock,
voting separately as a class, shall have the right to elect
one director, if at the time of any annual meeting of
stockholders for the election of directors a default in
dividends (as defined in this paragraph) shall exist, the
holders of shares of Series C $1 Dividend Cumulative
Convertible Preferred Stock, voting separately as a class
shall have the right to elect one-quarter of the members of
the Board of Directors of the Corporation and the holders of
other preferred stock and common stock shall not be entitled
to vote in the election of the directors so to be elected by
the holders of shares of Series C $1 Dividend Cumulative
Convertible Preferred Stock.  Any director elected by the
holders of shares of Series C $1 Dividend Cumulative
Convertible Preferred Stock, elected because a default in
Series C $1 Dividend Cumulative Convertible Preferred Stock
exists, voting as a class as aforesaid, shall continue to
serve as such director for the full term for which he shall
have been elected notwithstanding that prior to the end of
such term a default in Series C $1 Dividend Cumulative
Convertible Preferred Stock dividends shall cease to exist.

       At any meeting held for the election of directors at
which the holders of shares of Series C $1 Dividend
Cumulative Convertible Preferred Stock shall have the right
to elect directors as hereinabove provided, the presence, in
person or by proxy, of the holders of a majority of the
number of outstanding shares of Series C $1 Dividend
Cumulative Convertible Preferred Stock shall be required to
constitute a quorum of such class for the election of any
director by the holders of such Series C $1 Dividend
Cumulative Convertible Preferred Stock.  At any such meeting
or adjournment thereof the absence of a quorum of the
holders of Series C $1 Dividend Cumulative Convertible
Preferred Stock shall not prevent the election of directors
other than those to be elected by such holders of Series C
$1 Dividend Cumulative Convertible Preferred Stock voting
together as a class.  During any period in which the holders
of shares of Series C $1 Dividend Cumulative Convertible
Preferred Stock have the right to elect directors as
provided for herein, any vacancy in the directorships filled
by such holders shall be filled by the vote of the remaining
director or directors theretofore elected by such holders. 
If not so filled within 40 days after the creation thereof,
or if at the time of such vacancy there should be only one
director elected by such holders, the Secretary of the
Corporation shall call a special meeting of the holders of
the Series C $1 Dividend Cumulative Convertible Preferred
Stock and such vacancy or vacancies shall be filled at such
special meeting.

       For the purposes of this paragraph, a default in Series
C $1 Dividend Cumulative Convertible Preferred Stock
dividends shall be deemed to have occurred whenever the
amount of dividends in arrears shall be equivalent to three
semi-annual dividends or more and, having so occurred, such
default shall be deemed to exist thereafter until all
accrued dividends on all shares of Series C $1 Dividend
Cumulative Convertible Preferred Stock then outstanding
shall have been paid.

       No director elected by the holders of the Series C $1
Dividend Cumulative Convertible Preferred Stock shall be
removed otherwise than by vote of the holders of at least a
majority in number of the outstanding shares of such stock,
voting separately as a class, at a special meeting of such
holders.

              (e)  So long as any shares of the Series C $1
Dividend Cumulative Convertible Preferred Stock are
outstanding, the Corporation shall not, without the
affirmative vote or written consent of the holders of at
least two-thirds of the aggregate number of shares at the
time outstanding of the Series C $1 Dividend Cumulative
Convertible Preferred Stock and any other series of
preferred stock hereafter issued which shall be accorded
such class voting right by the Board of Directors as
permitted in the Certificate of Incorporation, voting or
consenting, as the case may be, separately as a class
without regard to series:

                     (i)  authorize, create or increase any class
or capital stock ranking prior to the Preferred Stock as to
dividends or upon liquidation, dissolution or winding up; or

                     (ii)  alter or change any of the powers,
preferences, or special rights given to the Series C $1
Dividend Cumulative Convertible Preferred Stock by the
Certificate of Incorporation so as to affect the Preferred
Stock adversely.

              So long as any shares of the Series C $1 Dividend
Cumulative Convertible Preferred Stock are outstanding, the
Corporation shall not, without the affirmative vote or
written consent of the holders of at least a majority of the
aggregate number of shares at the time outstanding of the
Series C $1 Dividend Cumulative Convertible Preferred Stock
and any other series of preferred stock hereafter issued
which shall be accorded such class voting right by the Board
of Directors as permitted in the Certificate of
Incorporation, voting or consenting as the case may be,
separately as a class without regard to series:

                     (i)  increase the number of share of
Preferred Stock at the time authorized by the Certificate of
Incorporation of the Corporation.

                     (ii)  authorize, create or increase any class
of capital stock ranking on a parity with the Preferred
Stock as to dividends or upon liquidation, dissolution or
winding up.

              No vote or written consent of the holders of
Series C $1 Dividend Cumulative Convertible Preferred Stock
shall be required for any purpose if, at or prior to the
time when any such action otherwise requiring such vote or
written consent is to take effect, provision is made for the
redemption of all shares of Series C $1 Dividend Cumulative
Convertible Preferred Stock at the time outstanding.

              (f)  The Series C $1 Dividend Cumulative
Convertible Preferred Stock shall be convertible into Common
Stock of the Corporation at the option of the holders
thereof at any time at the rate, subject to the provisions
for adjustment hereinafter set forth, of seven-tenths (.7)
of a share of Common Stock for each share of Series C $1
Dividend Cumulative Convertible Preferred Stock.  No
allowance or adjustments for dividends on either class of
stock shall be made upon conversion.  The right to convert
any shares called for redemption shall continue until and
shall expire at the close of business on the last business
day prior to the redemption date.

              The holder of a share or shares of Series C $1
Dividend Cumulative Convertible Preferred Stock may exercise
the conversion rights as to any thereof by delivering to the
Corporation during regular business hours, at the office of
the transfer agent of the Corporation for the Series C $1
Dividend Cumulative Convertible Preferred Stock or at such
other place as may be designated by the Corporation, the
certificate or certificates for the shares to be converted,
duly endorsed or assigned in blank or to the Corporation (if
required by it), accompanied in any event by written notice
stating that the holder elects to convert such shares and
stating the name or names (with address) in which the
certificate or certificates for Common Stock are to be
issued.  Conversion shall be deemed to have been effected on
the date when such delivery is made, and such date is
referred to herein as the "conversion date".  As promptly as
practicable thereafter the Corporation shall issue and
deliver to or upon the written order of such holder, at such
office or other place designated by the Corporation, a
certificate or certificates for the number of full shares of
Common Stock to which he is entitled and a check or
fractional scrip certificate in respect of any fraction of a
share as provided below.  The person in whose name the
certificate or certificates for Common Stock are to be
issued shall be deemed to have become a holder of Common
Stock of record on the conversion date.

       The issuance of Common Stock on conversion of Series C
$1 Dividend Cumulative Convertible Preferred Stock shall be
without charge to the converting holder of Series C $1
Dividend Cumulative Convertible Preferred Stock for any fee,
expense or tax in respect of the issuance thereof, but the
Corporation shall not be required to pay any fee, expense or
tax which may be payable in respect of any transfer involved
in the issuance and delivery of shares in the name other
than that of the holder of record on the books of the
Corporation of the shares of Series C $1 Dividend Cumulative
Convertible Preferred Stock converted, and the Corporation
shall not, in any such case, be required to issue or
delivery any certificate for shares of Common Stock unless
and until the person requesting the issuance thereof shall
have paid to the Corporation the amount of such fee, expense
or tax or shall have established to the satisfaction of the
Company that such fee, expense or tax has been paid.

              The number of shares of Common Stock deliverable
upon conversion of each share of Series C $1 Dividend
Cumulative Convertible Preferred Stock shall be subject to
adjustments from time to time as follows:

                     (i)  In case the Corporation shall (A) take a
record of the holders of the Common Stock for the purpose of
entitling them to receive a dividend payable in shares of
Common Stock, (B) subdivide its outstanding shares of Common
Stock into a greater number of shares, (C) combine its
outstanding shares of Common Stock into a smaller number of
shares, or (D) issue by reclassification of its Common Stock
any shares of the Corporation of any class or series, the
holder of each share of the Series C $1 Dividend Cumulative
Convertible Preferred Stock shall thereafter be entitled to
receive upon the conversion of such shares the number of
shares of Common Stock or other stock of the Corporation
which he would have owned or have been entitled to receive
after the happening of one of the events described above
which shall have happened had such shares of the Series C $1
Dividend Cumulative Convertible Preferred Stock held by him
been converted immediately prior to the happening of such
event, such adjustments to become effective immediately
after the opening of business on the day following such
record date or the day upon which such subdivision,
combination or reclassification becomes effective.

                     (ii)  In case of any consolidation or merger
of the Corporation with or into another Corporation, or in
the case of any sale or conveyance to another Corporation of
all or substantially all the property of the Corporation,
each holder of the Series C $1 Dividend Cumulative
Convertible Preferred Stock then outstanding and thereafter
remaining outstanding shall have the right thereafter to
convert each share held by him into the kind and amount of
shares of stock, other securities, cash or property
receivable upon such consolidation, merger, sale or
conveyance, by a holder of the number of shares of Common
Stock into which such share might have been converted
immediately prior to such consolidation, merger, sale or
conveyance and shall have no other conversion rights, in any
such event, effective provision shall be made, in the
certificate of incorporation of the resulting or surviving
Corporation or otherwise, so that the provisions set forth
herein for the protection of the conversion rights of the
shares of the Series C $1 Dividend Cumulative Convertible
Preferred Stock shall thereafter be applicable, as nearly as
reasonably may be, to any such other shares of stock, other
securities, cash or property deliverable upon conversion of
the shares of the Series C $1 Dividend Cumulative
Convertible Preferred Stock remaining outstanding or other
convertible stock or securities received by the holders in
place thereof, and any such resulting or surviving
Corporation shall expressly assume the obligation to
deliver, upon the exercise of the conversion privilege, such
shares, other securities, cash or property as the holders of
the shares of the Series C $1 Dividend Cumulative
Convertible Preferred Stock remaining outstanding, or other
convertible stock or securities received by the holders in
place thereof, shall be entitled to receive pursuant to the
provisions hereof, and to make provision for the protection
of the conversion right as above provided.

                     (iii)  In case the Corporation shall fix a
record date for the issuance of rights or warrants to all
holders of its Common Stock entitling them to subscribe for
or purchase Common Stock at a price per share less than the
current market price of the Common Stock (as defined in this
clause (iii) below) on such record date, the number of
shares of Common Stock into which each share of Series C $1
Dividend Cumulative Convertible Preferred Stock shall be
convertible after such record date shall be determined by
multiplying the number of shares of Common stock into which
such share of Series C $1 Dividend Cumulative Convertible
Preferred Stock was convertible immediately prior to such
record date by a fraction, of which the numerator shall be
the number of shares of Common Stock outstanding on such
date plus the number of additional shares of Common Stock to
be offered for subscription or purchase, and of which the
denominator shall be the number of shares of Common Stock
outstanding on such record date plus the number of shares of
Common Stock which the aggregate offering price of the total
number of shares so to be offered would purchase at such
current market price.  Shares of Common Stock owned by or
held for the account of the Corporation or any subsidiary
shall not be deemed outstanding for the purpose of any such
computation.  Such adjustment shall be made successively
whenever such a record date is fixed; and in the event that
such rights or warrants are not so issued, the conversion
rate shall again be adjusted to be the conversion rate which
would then be in effect if such record date has not been
fixed.  For the purpose of any computation under this clause
(iii), the current market price per share of Common Stock on
any date shall mean the closing price on the record date
determined for the issuance of such rights and warrants.

              In the event that the Corporation takes a record
of holders of Common Stock for the purpose of entitling them
to receive a dividend payable in any security convertible
into Common Stock and the holder of a share of Series C $1
Dividend Cumulative Convertible Preferred Stock thereafter
converts all or part of the shares of Series C $1 Dividend
Cumulative Convertible Preferred Stock into shares of Common
Stick in accordance with the provisions hereof, such holder
shall be entitled to receive upon such conversion in
addition to the shares of Common Stock deliverable to him in
accordance with the provisions hereof, the number of shares
or principal amount of such security convertible into Common
Stock as he would have been entitled to receive if he had
converted immediately prior to the taking of such record.

              No adjustment in the number of shares into which
each share of the Series C $1 Dividend Cumulative
Convertible Preferred Stock is convertible shall be required
unless such adjustment would require an increase or decrease
of a least 1/100th of a share in the number of shares into
which such share is then convertible; provided, however,
that any adjustment which by reason hereof is not required
to be made shall be carried forward and taken into account
in any subsequent adjustment.

              Whenever any adjustment is required in the number
of shares into which each share of the Series C $1 Dividend
Cumulative Convertible Preferred Stock is convertible, the
Corporation shall forthwith file at the office or agency
maintained for the purpose of conversion of the Series C $1
Dividend Cumulative Convertible Preferred Stock a statement
describing in reasonable detail the adjustment and method of
calculation used.

              The Corporation shall at all times keep available
for issue and delivery the full number of shares of stock or
other securities into which all outstanding shares of Series
C $1 Dividend Cumulative Convertible Preferred Stock are
convertible.

              (g)  Shares of the Series C $1 Dividend Cumulative
Convertible Preferred Stock redeemed or purchased by the
Corporation of surrendered to the Corporation on the
conversion thereof into shares of Common Stock as
hereinabove provided shall not be reissued by the
Corporation.

       FIFTH:  The property and business of this Corporation
shall be managed by a Board of up to six directors.  The
directors shall be divided into three classes.  The first
class (Class I) shall consist of two (2) directors and the
term of office of such class shall expire at the Annual
Meeting of Stockholders in 1981.  The second class (Class
II) shall consist of two (2) directors and the term of
office of such class shall expire at the Annual Meeting of
Stockholders in 1979.  The third class (Class III) shall
consist of two (2) directors and the term of such third
class shall expire at the Annual Meeting of Stockholders in
1980.  At each annual election, commencing at the next
Annual Meeting of Stockholders in 1979, the successors of
the class of directors whose term expires at the time shall
be elected to hold office for the term of three years to
succeed those whose term expires, so that the term of office
of one class of directors shall expire in each year.  Each
director shall hold office for the term for which he is
elected or appointed or until his successor shall be elected
and qualified, or until his death or until he shall resign.

       Notwithstanding any of the provisions of this
Certificate of Incorporation or the by-laws of the
Corporation (and notwithstanding the fact that some lesser
percentage may be specified by law, this Certificate of
Incorporation or the by-laws of the Corporation), any
director or the entire Board of Directors of the Corporation
may be removed at any time, but only for cause, and only at
a meeting of the stockholders called for that purpose by the
affirmative vote of the holders of 75% or more of the shares
of the Corporation entitled to vote at an election of
directors.

       Nominations for the election of directors may be made
by the Board of Directors or by any Stockholder entitled to
vote for the election of directors.  Such nominations shall
be made by notice in writing, delivered or mailed by first
class United States mail, postage prepaid, to the Secretary
of the Corporation not less than 14 days nor more than 50
days prior to any meeting of the stockholders called for the
election of directors; provided, however, that if less than
21 days' notice of the meeting is given to stockholders,
such written notice shall be delivered or mailed, as
prescribed, to the Secretary of the Corporation not later
than the close of business on the seventh day following the
day on which notice of the meeting was mailed to
stockholders.  Notice of nominations which are proposed by
the Board of Directors shall be given by the Chairman on
behalf of the Board.

       Each such notice shall set forth (i) the name, age,
business address and, if known, residence address of each
nominee proposed in such notice, (ii) the principal
occupation or employment of each such nominee and (iii) the
number of shares of stock of the Corporation which are
beneficially owned by each such nominee.

       The Chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was
not made in accordance with the foregoing procedure, and, if
he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded.

       SIXTH:  This Corporation is to have perpetual
existence.

       SEVENTH:  The private property of the stockholders
shall not be subject to the payment of corporate debts to
any extent whatsoever.

       EIGHTH:  In furtherance and not in limitation of the
powers conferred by the laws of the State of Delaware, the
Board of Directors is expressly authorized to make, alter,
amend and repeal the by-laws.  The stockholders may make,
alter or repeal any by-law whether or not adopted by them,
provided however, that any such additional by-law,
alterations or repeal may be adopted only by the affirmative
vote of the holders of 75% or more of the outstanding shares
of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this
purpose as one class), unless such additional by-laws,
alternations or repeal shall have been recommended to the
stockholders for adoption by a majority of the Board of
Directors, in which event such additional by-laws,
alternations or repeal may be adopted by the affirmative
vote of the holders of a majority of the outstanding shares
of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this
purpose as one class).

       NINTH;        (a)1.  In addition to any affirmative vote
required by law, and except as otherwise expressly provided
in section (b) and (c) of this Article NINTH:

                     (A)  any merger or consolidation of the
Corporation or any Subsidiary (as hereinafter defined) with
or into (i) any Interested Stockholder (as hereinafter
defined) or (ii) any other corporation (whether or not
itself an Interested Stockholder) which, after such merger
or consolidation, would be an Affiliate (as hereinafter
defined) or an Interested Stockholder; or

                     (B)  any sale, lease, exchange, mortgage,
pledge, transfer or other disposition (in one transaction or
a series of related transactions) to or with an Interested
Stockholder, or an Affiliate of any Interested Stockholder,
of any assets of the Corporation or any Subsidiary having
any aggregate fair market value of $5,000,000 or more; or

                     (C)  The issuance or transfer by the
Corporation or any Subsidiary (in one transaction or a
series of related transactions) of any securities of the
Corporation to any Interested Stockholder, or an Affiliate
of any Interested Stockholder, in exchange for cash,
securities or other property (or a combination thereof)
having an aggregate fair market value of $5,000,000 or more;
or

                     (D)  the adoption of any plan or proposal for
the liquidation or dissolution of the Corporation; or

                     (E)  any reclassification of securities
(including any reverse stock split), or recapitalization of
the Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any similar
transaction (whether or not with or into or otherwise
involving an Interested Stockholder) which has the effect,
directly or indirectly, or increasing the proportionate
share of the outstanding shares of any class of equity of
convertible securities of the Corporation or any Subsidiary
which is directly or indirectly owned by any Interested
Stockholder, or any Affiliate of any Interested Stockholder;

shall require the affirmative vote of the holders of at
least 75% of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of
directors, considered for the purpose of this Article NINTH
as one class ("Voting Shares").  Such affirmative vote shall
be required notwithstanding the fact that no vote may be
required, or that some lesser percentage may be specified,
by law or in any agreement with any national securities
exchange or otherwise.

                       2.  The term "business combination" as used
in this Article NINTH shall mean any transaction which is
referred to in any one or more of clauses (A) through (E) of
paragraph 1 of this section (a).

                     (b)  The provisions of section (a) of this
Article NINTH shall not be applicable to any particular
business combination and such business combination shall
require only such affirmative vote as is required by law and
any other provisions of the Certificate of Incorporation or
by-laws if such business combination has been approved by a
majority of the whole Board.

                     (c)  For the purposes of this Article NINTH:

                     1.  A "person" shall mean any individual,
firm, corporation or other entity.

                     2.  "Interested Stockholder" shall mean, in
respect of any business combination, any person (other than
the Corporation or any Subsidiary) who or which, as of the
record date for the determination of stockholders entitled
to notice of and to vote on such business combination, or
immediately prior to the consummation of any such
transaction.

                     (A)  is the beneficial owner, directly or
indirectly, of more than 20% of the Voting Shares; or


                     (B)  is an Affiliate of the Corporation and
at any time within two years prior thereto was the
beneficial owner, directly or indirectly, of not less than
20% of the then outstanding Voting Shares; or

                     (C)  is an assignee of or has otherwise
succeeded to any shares of capital stock of the Corporation
which were at any time within two years prior thereto
beneficially owned by any Interested Stockholder, and such
assignment or succession shall have occurred in the course
of a transaction or series of transactions not involving a
public offering within the meaning of the Securities Act of
1933.

Provided, however, that no person who on the date of the
adoption of this Article NINTH would otherwise be an
"Interested Stockholder" as defined in this subsection 2
shall be deemed to be an "Interested Stockholder".

                     3.  A person shall be the "beneficial owner"
of any Voting Shares:

                     (A)  which such person or any of its
Affiliates and Associates (as hereinafter defined)
beneficially own, directly or indirectly, or

                     (B)  which such person or any of its
Affiliates or Associates has (i) the right to acquire
(whether such right is exercisable immediately or only after
the passage of time), pursuant to any agreement, arrangement
or understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise, or (ii)
the right to vote pursuant to any agreement, arrangement or
understanding, or

                     (C)  which are beneficially owned, directly
or indirectly, by any other person with which such first
mentioned person or any of its Affiliates or Associates has
any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of any shares of
capital stock of the Corporation.

                     4.  The outstanding Voting Shares shall
include shares deemed owned through application of paragraph
3 above but shall not include any other Voting Shares which
may be issuable pursuant to any agreement, or upon exercise
of conversion rights, warrants or options or otherwise.

                     5.  "Affiliate" and "Associate" shall have
the respective meanings given those terms in Rule 12b-2 of
the General Rules and Regulations under the Securities
Exchange Act of 1934 as in effect on the date of the
adoption of this provision.

                     6.  "Subsidiary" shall mean any corporation
of which a majority of any class of equity security (as
defined in Rule 3a11-1 of the General Rules and Regulations
under the Securities Exchange Act of 1934 as in effect on
the date of the adoption of this provision), is owned,
directly or indirectly, by the Corporation; provided,
however, that for the purposes of the definition of
Interested Stockholder set forth in paragraph 2 of this
section (c), the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity
security is owned, directly or indirectly, by the
Corporation.

                     (d)  A majority of the directors shall have
the power and duty to determine for the purposes of this
Article NINTH on the basis of information known to them (1)
the number of Voting Shares beneficially owned by any
person, (2) whether a person is an Affiliate or Associate of
another, (3) whether a person has an agreement, arrangement
or understanding with another as to the matters referred to
in paragraph 3 of section (c), or (4) whether the assets
subject to any business combination or the consideration
received for the issuance or transfer of securities by the
Corporation or any Subsidiary has an aggregate fair market
value of $5,000,000 or more.

                     (e)  Nothing contained in this Article NINTH
shall be construed to relieve any Interested Stockholder
from any fiduciary obligation imposed by law.

       TENTH:  Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least 75% of the
shares of the Corporation then entitled to be voted in an
election of directors shall be required to  amend or repeal,
or to adopt any provision inconsistent with Articles FOURTH,
FIFTH, EIGHTH, NINTH or TENTH of this Certificate of
Incorporation, except that only the affirmative vote of the
holders of a simple majority of the shares of the
Corporation then entitled to be voted in an election of
directors shall be required to amend or repeal, or to adopt
any provision inconsistent with Articles FOURTH, FIFTH or
EIGHTH of this Certificate of Incorporation if such
amendment, repeal or adoption shall have been approved by a
majority of the members of the Board of Directors.

       IN WITNESS WHEREOF, this Restated Certificate of
Incorporation which restates and integrates and does not
further amend the provisions of the Corporation's
Certificate of Incorporation as heretofore amended and
supplemented, there being no discrepancies between those
provisions and the provisions of this Restated Certificate
of Incorporation and having been duly adopted by the Board
of Directors of the Corporation in accordance with the
provisions of Section 245(b) of the General Corporation Law
of the State of Delaware, has been executed on this 24th day
of January, 1985.



                                                 RLC CORP.




ATTEST:  /s/  John C. Peet, Jr.        By:  /s/ John W. Rollins, Jr.
          John C. Peet, Jr.                John W. Rollins, Jr,.
              Secretary                         President



                              CERTIFICATE OF AMENDMENT
                                         OF
                            CERTIFICATE OF INCORPORATION
                                         OF
                                      RLC CORP.

       RLC CORP., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the
"Company"), does hereby certify:

       That the Restated Certificate of Incorporation of the
Company be amended as set forth in Appendix "A".  That such
amendment has been duly approved by the affirmative vote of
the holders of a majority of the stock entitled to vote in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.

       In witness whereof, RLC CORP. has caused this
Certificate to be signed and attested by its duly authorized
officers, this 9th day of February, 1987.


                                                 RLC CORP.



                                                 /s/ John W. Rollins, Jr.
                                                 President

ATTEST:


/s/ J. Carlisle Peet, III
Assistant Secretary


<PAGE>
                                    APPENDIX "A"


       The Certificate of Incorporation of RLC CORP. is hereby
amended by adding a new Article Eleventh to read in its
entirety as follows:

       "Eleventh.  No director of the Corporation shall be
personally liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director;
provided, however, that the foregoing clause shall not apply
to any liability of a director (i) for any breach of the
director's duty of loyalty to the Corporation or its
shareholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper
personal benefit.  This Article Eleventh shall not eliminate
or limit the liability of a director for any act or omission
occurring prior to the time this Article Eleventh became
effective."


<PAGE>
                              CERTIFICATE OF AMENDMENT

                                         OF

                                      RESTATED

                            CERTIFICATE OF INCORPORATION

                                         OF

                                      RLC CORP.

                      Adopted in accordance with the provisions
                    of Section 242 of the General Corporation Law
                              of the State of Delaware


       I, John C. Peet, Jr., Vice President-General Counsel
and Secretary of RLC CORP., a corporation existing under the
laws of the State of Delaware, do hereby certify as follows:

       FIRST:  That the Restated Certificate of Incorporation
of said corporation be amended as follows:

       FIRST:  The name of the Corporation is

                             Rollins Truck Leasing Corp.

       SECOND:  That such amendment has been duly adopted by
the affirmative vote of the holders of a majority of the
stock entitled to vote in accordance with the provisions of
Section 242 of the General Corporation Law of the State of
Delaware.

       IN WITNESS WHEREOF, I have signed this Certificate this
25th day of January 1990.




                                            /s/ John C. Peet, Jr.        
     
                                          John C. Peet, Jr., Vice
President-
                                          General Counsel and Secretary


ATTEST:


  /s/ Jean M. Ewing         
Jean M. Ewing,
Assistant Secretary