--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                    FORM 10-K
(Mark One)

|X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended        September 30, 1999
                               -------------------------------

                                       OR

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

     For the transition period from ________________ to _______________

                          Commission file number 1-5728
                          -----------------------------

                           ROLLINS TRUCK LEASING CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        DELAWARE                                     51-0074022
------------------------                ---------------------------------------
(State of Incorporation)                (I.R.S. Employer Identification Number)

                  ONE ROLLINS PLAZA, WILMINGTON, DELAWARE 19803
                    (Address of principal executive offices)

     Registrant's telephone number including area code (302) 426-2700

Securities registered pursuant to Section 12(b) of the Act:

                                               Name of each exchange on
     Title of Class                                which registered
--------------------------             ----------------------------------------
Common Stock, $1 Par Value                      NEW YORK STOCK EXCHANGE
                                                PACIFIC STOCK EXCHANGE

Securities registered pursuant to Section 12(g) of the Act:  NONE

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES   |X|    NO __

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  |X|

     The aggregate market value of the voting stock held by non-affiliates of
the registrant was $442,830,000 as of October 31, 1999.

     The number of shares of registrant's common stock outstanding as of October
31, 1999 was 56,812,381.

     The following documents are incorporated by reference:

                                                   Part of this form into which
              Document                                   incorporated
----------------------------------------           -----------------------------
Proxy Statement in connection with
   Annual Meeting of Shareholders to be
   held January 27, 2000                                       III


<PAGE>


                                     PART I


ITEM I. BUSINESS.

     The Registrant, Rollins Truck Leasing Corp., together with its
subsidiaries, is referred to as the "Company" unless the context clearly
indicates otherwise.

(a)   General Development of Business

     There have been no significant changes in the business of the Company
through September 30, 1999.

     Events subsequent to September 30, 1999 that are of significance to the
Company are as follows:

          (1) On October 29, 1999, a subsidiary of the Company acquired the net
     assets and business of Keen Leasing, Inc. ("Keen") for a purchase price of
     $41,942,000 in cash and the assumption of liabilities of $3,264,000. Keen
     is a truck rental and leasing business headquartered in Harrisburg,
     Pennsylvania, which currently services approximately 1,800 vehicles from 13
     locations in Pennsylvania, Maryland and Virginia.

          (2) On November 12, 1999, the Company executed a stock purchase
     agreement with the UPS Logistics Group ("UPS Logistics"), a unit of United
     Parcel Service, Inc., whereby a subsidiary of the Company would acquire UPS
     Truck Leasing. UPS Truck Leasing, which has its headquarters in Atlanta,
     Georgia, is in the truck rental and leasing business and currently
     maintains approximately 9,000 trucks from 54 facilities throughout the
     United States.

          The Company also executed an asset sales agreement to sell the assets
     and business of Rollins Logistics Inc., its dedicated carriage and
     logistics subsidiary, to UPS Logistics. Closing under these two agreements
     is subject to normal conditions and is expected to occur in early January
     2000.

          In connection with the above, the Company also will enter into a
     Strategic Alliance Agreement (the "Alliance") with UPS Logistics. The
     Alliance is for an initial term of five years. Under the terms of the
     Alliance, Rollins would become the preferred provider of lease and rental
     vehicles and other ancillary services to Worldwide Dedicated Services,
     Inc., a unit of the UPS Logistics Group. In turn, the UPS Logistics Group
     would become the preferred provider of logistics management and dedicated
     logistics services to Rollins and its customers.

          The Company is expected to issue 2,000,000 shares of Common Stock as
     partial consideration for the purchase of UPS Truck Leasing with the
     remainder of the consideration to be paid in cash. The Company is expected
     to receive cash as consideration for the sale of Rollins Logistics Inc.

(b) Financial Information about Industry Segments

     The Company operates principally in one industry segment and through
its principal subsidiaries, Rollins Leasing Corp. ("Rollins") and Rollins
Logistics Inc., is engaged primarily in full-service truck leasing and rentals
and the provision and management of transportation and logistics systems. All of
the Company's operations currently are conducted within the United States and
Canada. The financial information concerning this business is included in this
1999 Annual Report on Form 10-K.

(c) Narrative Description of Business

     Full-service leasing accounts for the major portion of Rollins' revenues.
Under these leases, Rollins purchases vehicles and components that are
custom-engineered to the customer's requirements. This equipment is then leased
to the customer for periods usually ranging from three to eight years. Rollins
provides fuel, oil, tires, washing and regularly scheduled maintenance and
repairs at its facilities. In addition, Rollins arranges for licenses and
insurance, pays highway and use taxes and supplies a 24-hour-a-day emergency
road service to its customers.


                                       1
<PAGE>


     Through Rollins Logistics Inc. and its subsidiaries, the Company provides
and manages transportation and logistics systems for companies in a wide range
of industries throughout the United States. These services are designed to meet
the higher demand for the outsourcing of transportation, distribution and
logistics functions. Dedicated Carriage Services analyzes a customer's specific
distribution needs and then custom-designs and operates a
transportation/distribution system, which can include any of the services
mentioned previously plus management, drivers and other operating personnel. The
Company also offers logistics management services and warehouse management to
companies that desire to outsource their distribution and warehousing functions
to a third-party provider. These services can range from selection and
negotiation of core carrier contracts to selection of the most cost effective
carrier for specific traffic lane movements.

     The commercial rental fleet, which at September 30, 1999 consisted of more
than 9,600 units with payload capacities ranging from 4,000 to 45,000 pounds,
offers tractors, trucks and trailers to customers for short periods of time
ranging from one day to several months. The Company's commercial rental fleet
also provides additional vehicles to full service lease customers to handle
their peak or seasonal business needs. The rental fleet's average age is
approximately two years. The utilization rate of the rental fleet during fiscal
year 1999 averaged in excess of 85%. Rollins does not offer services in the
consumer one-way truck rental market.

     Rollins also furnishes a guaranteed maintenance service to private fleet
customers who choose to own their vehicles. This service includes preventive
maintenance, fuel procurement, tax reporting, permitting, licensing and access
to the Rollins 24-hour-a-day emergency road service.

     There are many companies engaged in all aspects of vehicle rental and
leasing, some of which also operate on a nationwide basis and are larger than
the Company's business. Ryder System, Inc. and Penske Truck Leasing Co., L.P.,
Inc. are respectively the largest and second largest competitors in the truck
leasing industry. The Company believes Rollins is the third largest competitor
in the field of full-service leasing and short-term rental of heavy duty trucks
in the United States. Since the unit cost of vehicles and the cost of the
borrowed funds used to purchase such vehicles are believed to be similar for
most vehicle leasing companies, successful competition is based in part on
service.

     At September 30, 1999, a total of 3,964 persons were employed by the
Company.

ITEM 2. PROPERTIES.

     The Company's headquarters is located in a modern 15-story office building
of approximately 245,000 square feet owned by the Company at One Rollins Plaza,
Wilmington, DE 19803. In addition to providing administrative office space to
the Company and its subsidiaries, a lesser portion of the building is leased to
Matlack Systems, Inc. for its use as administrative offices and corporate
headquarters.

     The Company's principal operating properties consist of land and buildings
used in its truck leasing and rental business. These properties generally
consist of an equipment repair facility and administrative offices. Rollins owns
or leases 217 facilities in 41 states and one Canadian province.

ITEM 3. LEGAL PROCEEDINGS.

     Neither the Company nor any of its subsidiaries is a party to any material
legal proceedings. The Company and its subsidiaries are engaged in ordinary
routine litigation incidental to the business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.


                                       2
<PAGE>

                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
        MATTERS.

                           STOCK PRICES AND DIVIDENDS

     At September 30, 1999, there were 2,067 holders of record of the Common
Stock.

     The range of share prices for the Common Stock on the New York and Pacific
Stock Exchanges and per share dividends paid on Common Stock for the fiscal
years ended September 30, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                      Prices                               Dividends
                                 --------------------------------------------------     --------------
                                          1999                       1998               1999      1998
                                 ----------------------     -----------------------     ----      ----
                                    High         Low           High         Low
                                    ----         ---           ----         ---
<S>                                <C>        <C>            <C>         <C>             <C>      <C>
Fiscal Quarter
  First .....................      $15 1/4    $10 3/16       $12 1/4     $10 5/16        $.05     $.037
  Second ....................       14 1/2      9 1/16        14 5/16     11 7/16         .05      .037
  Third .....................       11 3/4      9 5/16        14          11 1/4          .05       .04
  Fourth ....................       12 1/4     10 1/16        13 3/8       8 7/8          .05       .04
</TABLE>


ITEM 6. SELECTED FINANCIAL DATA.

<TABLE>
<CAPTION>
                                  FIVE-YEAR SELECTED FINANCIAL DATA
                           (Dollars in Millions, Except Per Share Amounts)

Fiscal Year Ended September 30,          1999      1998         1997         1996        1995
-----------------------------------------------------------------------------------------------
<S>                                    <C>        <C>         <C>          <C>          <C>
Revenues                                 627.4      610.2       556.7        513.8        482.6
Earnings before income taxes              92.7       85.1        70.2         55.9         67.1
Net earnings                              56.5       52.0        42.8         34.1         41.3
Earnings per share:  Basic                 .98        .86         .68          .52          .61
Earnings per share:  Diluted               .97        .85         .68          .52          .61
Dividends per common share                 .20        .15         .13          .12          .11
-----------------------------------------------------------------------------------------------
At September 30,
Total assets                           1,412.9    1,297.5     1,191.8      1,125.2      1,027.0
Equipment on operating leases, net     1,012.3      924.9       847.9        784.3        727.9
Equipment financing obligations          802.5      749.9       671.8        641.4        574.2
Shareholders' equity                     320.4      292.0       288.7        284.0        275.6
-----------------------------------------------------------------------------------------------
</TABLE>


                                       3
<PAGE>


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Results of Operations
Items in Rollins Truck Leasing Corp.'s Consolidated Statement of Earnings for
the three years ended September 30, 1999 as a percentage of revenues and the
percentage changes in dollar amounts of the items compared with the previous
year are as follows:

<TABLE>
<CAPTION>
                                                                                Percentage
                                            Percentage of Revenue             Increase (Decrease)
                                         -----------------------------      ------------------------
                                            Year ended September 30,        Year 1999      Year 1998
                                         1999         1998         1997     Over 1998      Over 1997
                                         ----         ----         ----     ---------      ---------
<S>                                     <C>          <C>          <C>         <C>           <C>
Revenues                                100.0%       100.0%       100.0%      2.8%          9.6%
                                        -----        -----        -----
Expenses
      Operating                          38.1         40.0         41.1        (2.1)          6.7
      Depreciation                       31.8         30.1         30.5         8.7           7.9
      Gain on sale                       (2.7)        (1.6)        (2.2)       73.8         (20.0)
      Selling and administrative          9.2          9.1          9.1         4.1          10.1
                                         -----        -----        -----
                                         76.4         77.6         78.5         1.2           8.3

Operating earnings                       23.6         22.4         21.5         8.3          14.4
Interest expense                          8.8          8.4          8.9         7.3           4.7
                                         -----        -----        -----
Earnings before income taxes             14.8         14.0         12.6         9.0          21.2
Income taxes                              5.8          5.5          4.9         9.6          20.7
                                         -----        -----        -----
Net earnings                              9.0%         8.5%         7.7%        8.6%         21.6%
                                         =====        =====        =====
</TABLE>

Fiscal Year 1999 vs. 1998

     Revenues increased by $17.2 million as full-service lease and commercial
rental revenues improved over the prior year. Full-service lease, guaranteed
maintenance and logistics revenues represented approximately 72% of total
revenues. Logistics and dedicated revenues declined by 9% due to the loss of two
large accounts at the end of the last fiscal year. Commercial rental revenues,
which represented the remainder of total revenues, increased by 8.9% due in
large part to the increased level of rental business.

     Operating expenses decreased by $5.1 million. The decrease resulted from a
reduction in driver payroll of $2.9 million and a reduction in fuel costs of $.8
million both related to the decline in logistics and dedicated revenues. Other
operating expenses on a broad-basis increased as a result of the overall higher
level of business, however, the increase was more than offset by a decrease in
environmental costs as the Company completed its underground storage tank
replacement program by the end of calendar year 1998.

     Depreciation expense increased by $15.9 million as a result of the
Company's increased investment in equipment on operating leases and related
transportation service facilities required to support the current level of
business.

     Gain on sale of property and equipment increased by $7.2 million and
reflected both higher average selling prices realized on transportation
equipment and an increase in the number of units sold.

     Selling and administrative expenses increased by $2.3 million to $57.8
million from $55.5 million in 1998 and reflected the higher level of business.
Increased employee compensation and related benefits and office expenses were
offset in large part by reductions in advertising and insurance costs.


                                       4
<PAGE>

     Interest expense increased by $3.8 million due to the increased level of
borrowings experienced during the current year. Interest rates decreased
slightly when compared with the prior year.

     The effective income tax rate was 39.1% in 1999 and 38.9% in 1998.

     Net earnings increased by $4.5 million to $56.5 million or $.97 per diluted
share from $52.0 million or $.85 per diluted share in 1998. The increased net
earnings resulted from the higher revenues and the increased gain realized from
the sale of property and equipment.

Fiscal Year 1998 vs. 1997

     Revenues increased by $53.5 million as full-service lease, logistics and
commercial rental revenues all improved over the prior year. Full-service lease,
guaranteed maintenance and logistics revenues represented approximately 74% of
total revenues. The revenue increase was in large part volume-related as
competitive conditions limited price increases. Commercial rental revenues,
which represented the remainder of total revenues, increased by 14.7% and was in
part due to improved pricing and the increased level of business experienced in
1998.

     Operating expenses increased by $15.3 million reflecting the increase in
revenues. The more significant operating expense increases resulted from
increased drivers' wages of $9.0 million and increased shop payroll of $3.1
million. The remainder of the operating expense increase was broad-based and
resulted from the overall higher level of business.

     Depreciation increased by $13.4 million principally due to the increased
investment in equipment on operating leases and related transportation service
facilities required to support the current level of business.

     Gain on sale of property and equipment decreased by $2.4 million to $9.8
million when compared with the 1997 gain of $12.2 million. The decrease resulted
from lower unit selling prices realized on fewer units of equipment sold.

     Selling and administrative expenses increased by $5.0 million to $55.5
million from $50.5 million in 1997. Increased salaries, wages and sales
commissions accounted for $3.0 million of the increase and reflected the higher
level of business in 1998. Increased advertising costs of $1.1 million and
increased information technology costs of $.9 million accounted for the most
significant portion of the remainder of the increase.

     Interest expense increased by $2.3 million due to the higher level of
borrowings related to the purchase of additional equipment when compared with
the prior year. Interest rates remained essentially unchanged during the year.

     The effective income tax rate was 38.9% in 1998 and 39.0% in 1997.

     Net earnings increased by $9.2 million to $52.0 million or $.85 per diluted
share from $42.8 million or $.68 per diluted share in 1997. Higher revenues,
which resulted from the increased volume of business, produced the increased net
earnings.

Liquidity and Capital Resources

     The Company's primary operation is the full-service leasing and rental of
tractors, trucks and trailers, which requires substantial amounts of capital and
access to financing sources. At September 30, 1999, equipment on operating
leases of $1,012.3 million represented 71.6% of the Company's assets. Funds for
the acquisition of this equipment are provided principally by the cash flows
from operations, the proceeds from the sale of used equipment and borrowings
under the Company's revolving credit facility. Cash flows from operating
activities of $267.2 million were generated principally from net earnings of
$56.5 million and the noncash depreciation and amortization totaling $199.7
million. Because existing leases provide the primary source of funds from
operations, the Company expects a similar amount of funds to be generated in
2000.

                                       5
<PAGE>

     Investing activities reflect the Company's capital expenditures of $355.2
million in 1999 and $332.8 million in 1998. Proceeds from the sale of equipment
amounted to $88.0 million in 1999 and $67.5 million in 1998. At September 30,
1999, the Company's commitment for the purchase of revenue equipment was $161.3
million. Based on the current level of business and including commitments
already made at September 30, 1999, the Company anticipates spending
approximately $425.0 million for equipment and facilities in 2000.

     Equipment financing obligations increased to $802.5 million at September
30, 1999 from $749.9 million a year earlier. Borrowings from external sources
included equipment term loans, capitalized leases and, in April 1999, the sale
of $100.0 million of 6.75% Collateral Trust Debentures, Series T, due April 5,
2006.

     At September 30, 1999, the Company could sell an additional $55.0 million
of Collateral Trust Debentures under its current shelf registration statement.
Based on its access to the debt markets and relationships with current lending
institutions and others who have expressed an interest in providing financing,
the Company expects to continue to be able to obtain financing for its equipment
and facility purchases at market rates and under satisfactory terms and
conditions.

     The Company's principal subsidiary, Rollins Leasing Corp., has revolving
credit facilities available which aggregate $100.0 million at September 30,
1999. These facilities, used primarily to finance vehicle purchases on an
interim basis pending placement of long-term financing, require the maintenance
of specified financial ratios and restrict payments to the Company. At the
option of the banks who provide the facilities, the credit facilities and the
Company's Collateral Trust Debentures may be secured by certain leasing
equipment.

     During 1999, the Company's financing activities included an increase in
equipment financing obligations of $52.6 million, payment of dividends of $11.6
million and the purchase and retirement of 1,776,700 shares of $1 par value
common stock for $18.3 million. At September 30, 1999, the Company was
authorized to purchase 733,300 additional shares of its stock.

     At September 30, 1999 and 1998, the debt to equity ratio of the Company was
2.5 to 1 and 2.6 to 1, respectively.

Year 2000 ("Y2K") Readiness Disclosure

     The Company is aware of the issues related to the approach of the year 2000
as they relate to information technology programming issues which could have a
significant potential impact on its future operations and financial reporting.
In this regard, the Company has assessed and investigated what steps must be
taken to ensure that its critical systems and equipment will function
appropriately after the turn of the century. The assessments included a review
of what systems and equipment need to be changed or replaced in order to
function correctly. The Company has further determined that onboard computer
systems in Company-owned vehicles are not affected by the Y2K issue.

     The Company's Y2K project was broken down into Corporate host-based systems
and field-based data collection processes. Overall, the Company's work effort
was allocated approximately 80 percent to host-based systems and 20 percent to
field-based data processes. Essentially all host-based coding and testing has
been completed. Full production with regard to remediated systems also has been
completed. As part of the Company's remediation efforts, the field data
collection systems were rewritten.

     With the exception of remediation and implementation consequences not known
to the Company at this time, the Company believes that all systems should be
fully implemented as of November 30, 1999.

     As part of the Company's assessment of Y2K issues, consideration was given
to the possible impact upon the Company from using purchased software, suppliers
and outside service providers. The Company's efforts with regard to Y2K issues
are dependent in part upon information received from such suppliers and vendors
upon which the Company has reasonably relied. While it is not possible for the
Company to predict all future outcomes and eventualities, the Company is not
aware, at this time, of any Y2K non-compliant situations with regard to any of
its purchased software or its use of suppliers and outside service providers.

                                       6
<PAGE>

     The Company estimates that it will spend approximately $2.0 million to
fully implement its Y2K compliance program of which $1.87 million has been
expended through September 30, 1999. All Y2K costs have been and will continue
to be funded from operations.

     The Company has formulated a Y2K contingency plan that addresses potential
short-term business disruptions resulting from losses of power, system
malfunctions and related issues. However, due to the complexity and widespread
nature of such issues, the contingency planning process, of necessity, must be
an ongoing one requiring possible further modification as more information
becomes known regarding: (1) the Company's own systems and facilities, and (2)
the status and changes therein of the Y2K compliance efforts of outside
suppliers and vendors.

     While it is not possible for the Company to predict all future outcomes and
eventualities, the Company is not aware, at this time, of any Y2K non-compliant
situations with regard to any of its purchased software or its use of suppliers
and outside service providers which would have a material adverse effect upon
the Company.

Forward-Looking Statements

     The Company may make forward-looking statements relating to anticipated
financial performance, business prospects, acquisitions or divestitures, new
products, market forces, commitments and other matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the Company
notes that a variety of factors could cause the Company's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements.
Forward-looking statements typically contain words such as "anticipates",
"believes", "estimates", "expects", "forecasts", "predicts", or "projects", or
variations of these words, suggesting that future outcomes are uncertain.

     Various risks and uncertainties may affect the operations, performance,
development and results of the Company's business and could cause future
outcomes to differ materially from those set forth in forward-looking
statements, including the following factors: general economic conditions,
competitive factors and pricing pressures, shift in market demand, the
performance and needs of industries served by the Company, equipment
utilization, management's success in developing and introducing new services and
lines of business, potential increases in labor costs, potential increases in
equipment, maintenance and fuel costs, uncertainties of litigation, the
Company's ability to finance its future business requirements through outside
sources or internally generated funds, the availability of adequate levels of
insurance, success or timing of completion of ongoing or anticipated capital or
maintenance projects, success or timing of closing under acquisitions or
divestitures and efficient integration or utilization of newly acquired
facilities, equipment and personnel, management retention and development,
changes in Federal, State and local laws and regulations, including
environmental regulations, as well as the risks, uncertainties and other factors
described from time to time in the Company's SEC filings and reports.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The consolidated financial statements of the Company, the Independent
Auditors' Report and the financial statement schedules included in this report
are shown on the Index to the Consolidated Financial Statements and Schedules.

ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

     None.



                                       7
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Except as presented below, the information called for by this Item 10 is
incorporated by reference from the Company's Proxy Statement to be filed
pursuant to Regulation 14A for the Annual Meeting of Shareholders to be held on
January 27, 2000.

     Executive Officers of the Registrant. As of October 31, 1999, the Executive
Officers of the registrant were:

<TABLE>
<CAPTION>
    Name                             Position                            Age       Term of Office
    ----                             --------                            ---       --------------
<S>                     <C>                                               <C>       <C>
Patrick J. Bagley       Vice President-Finance and                        52        7/87 to date
                        Treasurer                                                   1/87 to date

I. Larry Brown          President and Chief Executive Officer,            54        1994 to date
                        Rollins Leasing Corp.

Klaus M. Belohoubek     Vice President-General Counsel and Secretary      40        7/99 to date

John W. Rollins         Chairman of the Board and                         83        1954 to date
                        Chief Executive Officer                                     10/74 to date

John W. Rollins, Jr.    President and Chief Operating Officer             57        9/75 to date
                        and Director

Henry B. Tippie         Chairman of the Executive Committee               72        3/74 to date
                        and Vice Chairman of the Board
</TABLE>

     I. Larry Brown has been employed by Rollins Leasing Corp., a wholly owned
subsidiary of Rollins Truck Leasing Corp., since 1973. Mr. Brown has been
President of Rollins Leasing Corp. since 1994 and Chief Executive Officer since
1996.

     Klaus M. Belohoubek has been Vice President-General Counsel and Secretary
to the Company since 1999 and was Assistant General Counsel from 1990 to 1999.
Mr. Belohoubek also serves as Vice President-General Counsel and Secretary to
Matlack Systems, Inc. and Vice President-General Counsel to Dover Downs
Entertainment, Inc.

     The Company's Executive Officers are elected for the ensuing year and until
their successors are elected.

ITEM 11. EXECUTIVE COMPENSATION.

     The information called for by this Item 11 is incorporated by reference
from the Company's Proxy Statement to be filed pursuant to Regulation 14A for
the Annual Meeting of Shareholders to be held on January 27, 2000.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The information called for by this Item 12 is incorporated by reference
from the Company's Proxy Statement to be filed pursuant to Regulation 14A for
the Annual Meeting of Shareholders to be held on January 27, 2000.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     During the year ended September 30, 1999, the following officers and/or
directors of the Company were also officers and/or directors of Matlack Systems,
Inc.; Patrick J. Bagley, Klaus M. Belohoubek, Michael B. Kinnard, William B.
Philipbar, Jr., John W. Rollins, John W. Rollins, Jr. and Henry B. Tippie. John
W. Rollins owns directly and of record 11.4% of the outstanding shares of Common
Stock of Matlack Systems, Inc. at October 31, 1999.

                                       8
<PAGE>

     The following officers and/or directors of the Company were also officers
and/or directors of Dover Downs Entertainment, Inc.; Patrick J. Bagley, Klaus M.
Belohoubek, Michael B. Kinnard, John W. Rollins, John W. Rollins, Jr. and Henry
B. Tippie. John W. Rollins owns directly and of record 32.5% of the outstanding
shares of Common Stock of Dover Downs Entertainment, Inc. at October 31, 1999.

     The description of transactions between the Company and Matlack Systems,
Inc. and between the Company and Dover Downs Entertainment, Inc. appears under
the caption "Transactions with Related Parties" of this 1999 Annual Report on
Form 10-K.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)  Financial Statements, Financial Statement Schedules and Exhibits.

     (1) Financial Statements - See accompanying Index to Consolidated
         Financial Statements and Schedules.

     (2) Financial Statements Schedules - See accompanying Index to
         Consolidated Financial Statements and Schedules.

     (3) Exhibits:

        (3)(a)  Restated Certificate of Incorporation of Rollins Truck Leasing
                Corp. as last amended on January 25, 1990, as filed with the
                Company's Annual Report on Form 10-K for the year ended
                September 30, 1997, is incorporated herein by reference.

        (3)(b)  By-Laws of Rollins Truck Leasing Corp. as last amended on
                October 28, 1999.

        (4)(a)  Collateral Trust Indenture dated as of March 21, 1983, between
                RLC CORP. (now known as Rollins Truck Leasing Corp.) and Bank of
                America Illinois (formerly Continental Illinois National Bank
                and Trust Company of Chicago), as Trustee, as filed with the
                Company's Registration Statement No. 33-40476 on Form S-3 dated
                May 10, 1991, is incorporated herein by reference.

        (4)(b)  Third Supplemental Collateral Trust Indenture dated February 20,
                1986 to the Collateral Trust Indenture dated March 21, 1983
                between RLC CORP. (now known as Rollins Truck Leasing Corp.) and
                Bank of America Illinois (formerly Continental Illinois National
                Bank and Trust Company of Chicago), as Trustee, as filed with
                the Company's Registration Statement No. 33-40476 on Form S-3
                dated May 10, 1991, is incorporated herein by reference.

        (4)(c)  Eighth Supplemental Collateral Trust Indenture dated May 15,
                1990 to the Collateral Trust Indenture dated March 21, 1983 as
                supplemented and amended by a Third Supplemental Indenture
                thereto dated as of February 20, 1986, between Rollins Truck
                Leasing Corp. and Bank of America Illinois (formerly Continental
                Bank, N.A.), as Trustee, as filed with the Company's
                Registration Statement No. 33-67682 on Form S-3 dated August 20,
                1993 is incorporated herein by reference.

        (4)(d)  Eleventh Supplemental Collateral Trust Indenture dated March 15,
                1993 to the Collateral Trust Indenture dated 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 May 15, 1990, between Rollins Truck
                Leasing Corp. and Bank of America Illinois (formerly Continental
                Bank, N.A.), as Trustee, as filed with the Company's
                Registration Statement No. 333-21835 on Form S-3 dated February
                14, 1997 is incorporated herein by reference.

        (4)(e)  Twelfth Supplemental Collateral Trust Indenture dated March 15,
                1994 to the Collateral Trust Indenture dated 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 May 15, 1990, between Rollins Truck
                Leasing Corp. and Bank of America Illinois (formerly Continental
                Bank, N.A.), as Trustee, as filed with the Company's
                Registration Statement No. 333-21835 on Form S-3 dated February
                14, 1997 is incorporated herein by reference.

                                       9
<PAGE>

        (4)(f)  Thirteenth Supplemental Collateral Trust Indenture dated March
                15, 1995 to the Collateral Trust Indenture dated 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 May 15, 1990, between Rollins Truck
                Leasing Corp. and Bank of America Illinois (formerly Continental
                Bank, N.A.), as Trustee, as filed with the Company's
                Registration Statement No. 333-21835 on Form S-3 dated February
                14, 1997 is incorporated herein by reference.

        (4)(g)  Fourteenth Supplemental Collateral Trust Indenture dated May 15,
                1995 to the Collateral Trust Indenture dated 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 May 15, 1990, between Rollins Truck
                Leasing Corp. and Bank of America Illinois (formerly Continental
                Bank, N.A.), as Trustee, as filed with the Company's
                Registration Statement No. 333-21835 on Form S-3 dated February
                14, 1997 is incorporated herein by reference.

        (4)(h)  Fifteenth Supplemental Collateral Trust Indenture dated March
                15, 1996 to the Collateral Trust Indenture dated 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 May 15, 1990, between Rollins Truck
                Leasing Corp. and First Trust of Illinois, National Association,
                as Trustee, as filed with the Company's Registration Statement
                No. 333-21835 on Form S-3 dated February 14, 1997 is
                incorporated herein by reference.

        (4)(i)  Sixteenth Supplemental Collateral Trust Indenture dated August
                7, 1996 to the Collateral Trust Indenture dated 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 May 15, 1990, between Rollins Truck
                Leasing Corp. and First Trust of Illinois, National Association,
                as Trustee, as filed with the Company's Registration Statement
                No. 333-21835 on Form S-3 dated February 14, 1997 is
                incorporated herein by reference.

        (4)(j)  Seventeenth Supplemental Collateral Trust Indenture dated as of
                March 10, 1997 to the 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 the Eighth Supplemental Indenture dated as of May 15, 1990
                between Rollins Truck Leasing Corp. and First Union National
                Bank, as Trustee, as filed with the Company's Annual Report on
                Form 10-K for the year ended September 30, 1997, is incorporated
                herein by reference.

        (4)(k)  Eighteenth Supplemental Collateral Trust Indenture dated as of
                July 16, 1998 to the 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, an
                Eighth Supplemental Indenture thereto dated as of May 15, 1990
                and by the Seventeenth Supplemental Indenture dated as of March
                10, 1997 between Rollins Truck Leasing Corp. and First Union
                National Bank, as Trustee, as filed with the Company's Annual
                Report on Form 10-K for the year ended September 30, 1998, is
                incorporated herein by reference.

        (4)(l)  Nineteenth Supplemental Collateral Trust Indenture dated as of
                April 5, 1999 to the 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, an
                Eighth Supplemental Indenture thereto dated as of May 15, 1990
                and by the Seventeenth Supplemental Indenture dated as of March
                10, 1997 between Rollins Truck Leasing Corp. and First Union
                National Bank, as Trustee.

        (4)(m)  Rollins Truck Leasing Corp. Rights Agreement dated as of June 1,
                1999 as filed as an Exhibit to Registration Statement on Form
                8-A filed by the Company on June 30, 1999 is incorporated herein
                by reference.

        (4)(n)  Asset Purchase Agreement by and among Worldwide Dedicated
                Services, Inc., Rollins Truck Leasing Corp., Rollins Logistics
                Inc., Rollins Dedicated Carriage Services, Inc. and Rollins
                Transportation Systems, Inc. as of November 12, 1999.

        (4)(o)  Stock Purchase Agreement by and between UPS Logistics Group,
                Inc., UPS Truck Leasing, Inc., Rollins Truck Leasing Corp. and
                Rollins Leasing Corp. as of November 12, 1999.

                                       10
<PAGE>

        (4)(p)  Strategic Alliance Agreement to be entered into as of December
                31, 1999 in connection with the closing under the Stock Purchase
                Agreement filed as Exhibit (4)(o), above.

        (10)(a) RLC CORP. (now known as Rollins Truck Leasing Corp.) 1982
                Incentive Stock Option Plan, as filed with the Company's Proxy
                Statement for the Annual Meeting of Shareholders held on January
                27, 1983, is incorporated herein by reference.

        (10)(b) RLC CORP. (now known as Rollins Truck Leasing Corp.) 1986 Stock
                Option Plan, as filed with the Company's Proxy Statement for the
                Annual Meeting of Shareholders held on January 29, 1987, is
                incorporated herein by reference.

        (10)(c) Rollins Truck Leasing Corp. 1993 Stock Option Plan, as filed
                with the Company's Proxy Statement for the Annual Meeting of
                Shareholders held on January 27, 1994, is incorporated herein by
                reference.

        (10)(d) Rollins Truck Leasing Corp. 1997 Stock Option Plan, as filed
                with the Company's Proxy Statement for the Annual Meeting of
                Shareholders held on January 29, 1998, is incorporated herein by
                reference.

        (21)    Rollins Truck Leasing Corp. Subsidiaries at September 30, 1999.

        (23)    Consent of KPMG LLP, Independent Auditors, providing for
                incorporation by reference of their report dated October 27,
                1999, except for the note "Subsequent Events" which is as of
                November 12, 1999, into Registration Statement No. 333-21835
                filed on Form S-3.

        (27)(a) Rollins Truck Leasing Corp. Financial Data Schedule at September
                30, 1999.

(b) Reports on Form 8-K.

     On July 29, 1999, the Company filed a report on Form 8-K which, as an Item
5-Other Event, announced the appointment of Klaus M. Belohoubek, Esquire to the
position of Vice President-General Counsel and Secretary. Additionally, the
filing reported the resignation of Michael B. Kinnard, Esquire, formerly Vice
President-General Counsel and Secretary as he had accepted the position of
President and Chief Operating Officer of Matlack Systems, Inc.

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

DATED:   December 14, 1999             ROLLINS TRUCK LEASING CORP.
         -----------------             ---------------------------
                                             (Registrant)

                                      BY: /s/ John W. Rollins, Jr.
                                          -------------------------------------
                                          John W. Rollins, Jr.
                                          President and Chief Operating Officer
                                          and Director

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

<TABLE>

<S>                                                                                   <C>
/s/ Patrick J. Bagley                Vice President-Finance and Treasurer    December 14, 1999
-------------------------------      Chief Financial Officer
Patrick J. Bagley                    Chief Accounting Officer
                                     Director


/s/ John W. Rollins                  Chairman of the Board and               December 14, 1999
-------------------------------      Chief Executive Officer
John W. Rollins

/s/ Gary W. Rollins                  Director                                December 14, 1999
-------------------------------
Gary W. Rollins

/s/ Henry B. Tippie                  Chairman of the Executive               December 14, 1999
-------------------------------      Committee and Vice Chairman
Henry B. Tippie                      of the Board

</TABLE>



                                         11
<PAGE>

            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

(1) Consolidated
    ------------
                                                                        Page(s)
                                                                        -------
    Independent Auditors' Report on Financial Statements and
      Financial Statement Schedules                                        13

    Consolidated Statement of Earnings for the years ended
      September 30, 1999, 1998 and 1997                                    14

    Consolidated Balance Sheet at September 30, 1999 and 1998              15

    Consolidated Statement of Cash Flows for the years ended
      September 30, 1999, 1998 and 1997                                    16

    Consolidated Statement of Shareholders' Equity for the years\
      ended September 30, 1999, 1998 and 1997                              17

    Notes to the Consolidated Financial Statements                      18 to 26


(2) Financial Statement Schedules

    Rollins Truck Leasing Corp. (Parent)
      Schedule I - Condensed Financial Information

         Balance Sheet at September 30, 1999 and 1998                      27

         Statement of Earnings for the years ended
           September 30, 1999, 1998 and 1997                               28

         Statement of Cash Flows for the years ended
           September 30, 1999, 1998 and 1997                               29

         Notes to the Financial Statements                                 30

    Rollins Truck Leasing Corp. and Subsidiaries Consolidated

    Schedule II - Valuation and Qualifying Accounts for the years
                    ended September 30, 1999, 1998 and 1997                31

     Any financial statement schedules otherwise required have been omitted
because they are not applicable or the required information is shown in the
financial statements or notes thereto.


                                       12
<PAGE>

Independent Auditors' Report

The Shareholders and Board of Directors
Rollins Truck Leasing Corp.

     We have audited the consolidated financial statements of Rollins Truck
Leasing Corp. and subsidiaries as listed in the accompanying index. In
connection with our audits of the consolidated financial statements, we also
have audited the financial statement schedules as listed in the accompanying
index. These consolidated financial statements and financial statement schedules
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedules based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Rollins
Truck Leasing Corp. and subsidiaries as of September 30, 1999 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended September 30, 1999, in conformity with generally
accepted accounting principles. Also in our opinion, the related financial
statement schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly, in all material respects,
the information set forth therein.


                                    KPMG LLP

Wilmington, Delaware
October 27, 1999, except for the note "Subsequent Events"
  which is as of November 12, 1999.

                                       13
<PAGE>



CONSOLIDATED STATEMENT OF EARNINGS

<TABLE>
<CAPTION>
                                                            Year Ended September 30,
------------------------------------------------------------------------------------------------
                                                     1999             1998             1997
------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>               <C>
Revenues                                         $627,397,000     $610,157,000      $556,704,000
------------------------------------------------------------------------------------------------
Expenses
     Operating                                    239,162,000      244,260,000       228,957,000
     Depreciation                                 199,342,000      183,465,000       170,039,000
     Gain on sale of property and equipment       (17,007,000)      (9,787,000)      (12,230,000)
     Selling and administrative                    57,805,000       55,530,000        50,457,000
-------------------------------------------------------------------------------------------------
                                                  479,302,000      473,468,000       437,223,000
------------------------------------------------------------------------------------------------

Operating earnings                                148,095,000      136,689,000       119,481,000
Interest expense, net                              55,364,000       51,586,000        49,270,000
-------------------------------------------------------------------------------------------------
Earnings before income taxes                       92,731,000       85,103,000        70,211,000
Income taxes                                       36,258,000       33,080,000        27,417,000
-------------------------------------------------------------------------------------------------

Net earnings                                     $ 56,473,000     $ 52,023,000      $ 42,794,000
=================================================================================================

Earnings per share
     Basic                                       $        .98     $        .86      $        .68
     Diluted                                     $        .97     $        .85      $        .68

Average shares outstanding
     Basic                                         57,833,000       60,340,000        62,681,000
     Diluted                                       58,369,000       61,130,000        63,362,000
</TABLE>



            The Notes to the Consolidated Financial Statements are an
                       integral part of these statements.


                                       14
<PAGE>

CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                                                                           September 30,
-------------------------------------------------------------------------------------------------------------------
                                                                                      1999               1998
-------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                <C>
                          ASSETS
Current assets
    Cash                                                                        $   34,280,000     $   27,015,000
    Accounts receivable, net of allowance for doubtful
       accounts: 1999-$2,479,000; 1998-$2,452,000                                   84,482,000         75,227,000
    Inventories                                                                      8,074,000          7,394,000
    Prepaid expenses                                                                18,021,000         18,056,000
    Deferred income taxes                                                            5,189,000          7,034,000
-------------------------------------------------------------------------------------------------------------------
       Total current assets                                                        150,046,000        134,726,000
Equipment on operating leases, net                                               1,012,307,000        924,887,000
Other property and equipment, net                                                  228,445,000        219,343,000
Excess of cost over net assets of businesses acquired                               16,117,000         11,816,000
Other assets                                                                         5,972,000          6,702,000
-------------------------------------------------------------------------------------------------------------------
       Total assets                                                             $1,412,887,000     $1,297,474,000
===================================================================================================================

           LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities (excluding equipment financing obligations)
    Accounts payable                                                            $   30,077,000     $   12,246,000
    Accrued liabilities                                                             48,372,000         52,023,000
    Income taxes payable                                                             1,574,000          1,292,000
-------------------------------------------------------------------------------------------------------------------
       Total current liabilities                                                    80,023,000         65,561,000
Equipment financing obligations including maturities due
    within one year: 1999-$66,344,000; 1998-$51,699,000                            802,458,000        749,876,000
Other liabilities                                                                   15,849,000         14,144,000
Deferred income taxes                                                              194,171,000        174,908,000

Commitments and contingent liabilities (see Notes to
    the Consolidated Financial Statements)

Shareholders' equity
    Common stock, $1 par value,
       outstanding: 1999-57,214,551 shares; 1998-58,799,281 shares                  57,215,000         58,799,000
     Additional paid-in capital                                                         --                 11,000
     Accumulated other comprehensive income                                            518,000            941,000
     Retained earnings                                                             262,653,000        233,234,000
-------------------------------------------------------------------------------------------------------------------
       Total shareholders' equity                                                  320,386,000        292,985,000
-------------------------------------------------------------------------------------------------------------------
       Total liabilities and shareholders' equity                               $1,412,887,000     $1,297,474,000
===================================================================================================================
</TABLE>



            The Notes to the Consolidated Financial Statements are an
                       integral part of these statements.


                                       15
<PAGE>

CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                             Year Ended September 30,
-------------------------------------------------------------------------------------------------------------------
                                                                   1999                1998                1997
-------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                 <C>                 <C>
Cash flows from operating activities
  Net earnings                                                $  56,473,000       $  52,023,000       $  42,794,000
  Adjustments to reconcile net earnings to net
     cash provided by operating activities:
     Depreciation and amortization                              199,732,000         183,805,000         170,380,000
     Net gain on sale of property and equipment                 (17,007,000)         (9,787,000)        (12,230,000)
     Changes in assets and liabilities:
        Accounts receivable                                      (6,447,000)         (4,062,000)         (8,776,000)
        Accounts payable and accrued liabilities                 13,536,000           1,866,000           8,787,000
        Current and deferred income taxes                        19,582,000          22,346,000          18,866,000
        Other, net                                                1,343,000            (961,000)          1,754,000
-------------------------------------------------------------------------------------------------------------------
     Net cash provided by operating activities                  267,212,000         245,230,000         221,575,000
-------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities
  Purchase of property and equipment                           (355,191,000)       (332,779,000)       (303,058,000)
  Proceeds from sales of property and equipment                  88,021,000          67,526,000          75,621,000
  Acquisition of subsidiary, net of cash acquired                (6,935,000)               --                  --
-------------------------------------------------------------------------------------------------------------------
     Net cash used in investing activities                     (274,105,000)       (265,253,000)       (227,437,000)
-------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities
  Proceeds of equipment financing obligations                   179,992,000         186,930,000         140,150,000
  Repayment of equipment financing obligations                 (137,186,000)       (108,876,000)       (109,690,000)
  Payment of dividends                                          (11,569,000)         (9,244,000)         (8,353,000)
  Proceeds of stock options exercised                             1,225,000           2,051,000             818,000
  Common stock acquired and retired                             (18,305,000)        (41,367,000)        (30,633,000)
  Other                                                                --               (93,000)               --
-------------------------------------------------------------------------------------------------------------------
     Net cash provided by (used in) financing activities         14,157,000          29,401,000          (7,708,000)
-------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash                               1,000                --                  --
-------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash                                   7,265,000           9,378,000         (13,570,000)
Cash beginning of period                                         27,015,000          17,637,000          31,207,000
-------------------------------------------------------------------------------------------------------------------
Cash end of period                                            $  34,280,000       $  27,015,000       $  17,637,000
===================================================================================================================

Supplemental information
  Interest paid                                               $  53,978,000       $  48,549,000       $  49,212,000
  Income taxes paid                                           $  15,995,000       $  10,734,000       $   8,551,000
</TABLE>



            The Notes to the Consolidated Financial Statements are an
                       integral part of these statements.



                                       16
<PAGE>

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Year Ended September 30, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                                                          Accumulated
                                            $1 Par Value    Additional        Other                                      Total
                                                Common       Paid-in      Comprehensive  Comprehensive    Retained   Shareholders'
                                                Stock        Capital         Income          Income       Earnings       Equity
---------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>             <C>             <C>             <C>           <C>
Balance at October 1, 1996                    $43,384,000  $       --      $ 1,079,000                 $240,664,000  $285,127,000
Net earnings                                                                              $42,794,000    42,794,000    42,794,000
Other comprehensive income
   Unrealized gain on securities
      (net of tax of $146,000)                                                 229,000        229,000                     229,000
Dividends on common stock, $.13 per share                                                                (8,353,000)   (8,353,000)
Common stock acquired and retired              (2,484,000)     (377,000)                                (27,772,000)  (30,633,000)
Exercise of stock options                         167,000       651,000                                                   818,000
                                              ------------  -----------    -----------    -----------  ------------  ------------
Comprehensive income                                                                      $43,023,000
                                                                                          ===========
Balance at September 30, 1997                  41,067,000       274,000      1,308,000                  247,333,000   289,982,000
Net earnings                                                                              $52,023,000    52,023,000    52,023,000
Other comprehensive income
   Unrealized loss on securities
      (net of tax benefit of $233,000)                                        (367,000)      (367,000)                   (367,000)
Dividends on common stock, $.16 per share                                                                (9,244,000)   (9,244,000)
Common stock acquired and retired              (3,091,000)   (1,937,000)                                (36,339,000)  (41,367,000)
Exercise of stock options                         377,000     1,674,000                                                 2,051,000
Three-for-two common stock split               20,446,000                                               (20,539,000)      (93,000)
                                               ----------  ------------    -----------    -----------  ------------  ------------
Comprehensive income                                                                      $51,656,000
                                                                                          ===========
Balance at September 30, 1998                  58,799,000        11,000        941,000                  233,234,000   292,985,000
Net earnings                                                                              $56,473,000    56,473,000    56,473,000
Other comprehensive income
   Unrealized loss on securities
      (net of tax benefit of $455,000)                                        (708,000)      (708,000)                   (708,000)
   Foreign currency translation adjustments                                    285,000        285,000                     285,000
Dividends on common stock, $.20 per share                                                               (11,569,000)  (11,569,000)
Common stock acquired and retired              (1,776,000)   (1,044,000)                                (15,485,000)  (18,305,000)

Exercise of stock options                         192,000     1,033,000                                                 1,225,000
                                              -----------  ------------    -----------    -----------  ------------  ------------
Comprehensive income                                                                      $56,050,000
                                                                                          ===========
Balance at September 30, 1999                 $57,215,000  $      --       $   518,000                 $262,653,000  $320,386,000
                                              ===========  ============    ===========                 ============  ============
</TABLE>


            The Notes to the Consolidated Financial Statements are an
                       integral part of these statements.


                                       17
<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Organization and Accounting Policies

     Organization - Rollins Truck Leasing Corp. is engaged primarily in
full-service truck leasing and rentals and the provision and management of
complete truck transportation and distribution systems. All of the Company's
operations currently are conducted within the United States and Canada.

     Consolidation - The consolidated financial statements include the accounts
of all subsidiaries. Intercompany transactions and balances among these
subsidiaries have been eliminated.

     Revenue recognition - Lease, rental and other transportation service
revenues including contingent rentals, which represent the mileage charges on
full-service leases, are recognized over the terms of the respective contracts.

     Earnings per share - The number of weighted average shares used in
computing basic and diluted earnings per share (EPS) are as follows:

                                 1999            1998            1997
                              ----------      ----------      ----------
       Basic EPS              57,833,000      60,340,000      62,681,000
       Effect of Options         536,000         790,000         681,000
                              ----------      ----------      ----------
       Diluted EPS            58,369,000      61,130,000      63,362,000
                              ==========      ==========      ==========

     No adjustments to net earnings available to common shareholders were
required during the periods presented.

     Inventories - Inventories of transportation equipment parts and supplies
are valued at the lower of first-in, first-out cost or market.

     Property and equipment - Property and equipment is carried at cost, net of
applicable allowances. Tires placed in service on new equipment are capitalized
as part of the original equipment cost. Depreciation is provided on a
straight-line basis. Depreciable lives for equipment on operating leases and
other property and equipment range from 3 to 12 years and 3 to 45 years,
respectively. The cost and related accumulated depreciation of property and
equipment sold or retired are eliminated from the property accounts and the
resulting gain or loss is reflected in the Consolidated Statement of Earnings.
Repairs and maintenance are expensed as incurred. Replacement tires are expensed
when placed in service. Major additions and improvements are capitalized and
written off over the remaining depreciable lives of the assets.

     Goodwill - The excess of cost over net assets of businesses acquired prior
to October 30, 1970 amounting to $4,588,000 is not being amortized since its
value, in management's opinion, has not diminished. The excess of cost over net
assets of businesses acquired subsequently is being amortized on a straight-line
basis over 15 to 40 years.

     Leasing operations - Leasing operations consist of the long-term leasing
and short-term rental of transportation equipment. All leases are classified as
operating leases and expire on various dates during the next eleven years.

     Claims and insurance reserves - The Company retains a specific portion of
insurable risks with regard to public liability and workers' compensation
claims. Retention levels are currently $500,000. Reserves are established for
claims incurred plus an estimate for claims incurred but not reported. Reserve
requirements are evaluated and established utilizing historical trends, the
Company's experience, claim severity and other factors. Claims estimated to be
paid within one year have been classified in accrued liabilities with the
remainder included with other liabilities.

     Use of estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.


                                       18

<PAGE>


     Fair values of financial instruments - The carrying amounts reported in the
balance sheet for current assets and current liabilities approximate their fair
value at September 30, 1999.

     Impairment of long-lived assets - Periodically, the Company evaluates
whether the remaining useful life of long-lived assets requires revision and
assesses the recoverability of remaining unamortized balances. Should factors
indicate that an asset should be evaluated for possible impairment, an estimate
of the asset's cash flow is utilized in evaluating fair value. Should an
impairment be determined, the impaired asset's value would be adjusted and a
charge to operations would be recognized. To date, no impairment losses have
been recognized.

     Stock-based compensation - The Company adopted the provisions of SFAS No.
123, "Accounting for Stock-Based Compensation," on October 1, 1996. SFAS No. 123
defines a fair value based method of accounting for stock-based compensation
plans; however, it allows the continued use of the intrinsic value method under
Accounting Principles Board Opinion ("APB"), No. 25, "Accounting for Stock
Issued to Employees." The Company has elected to continue to use the intrinsic
value method.

     Comprehensive income - In 1999, the Company adopted the provisions of SFAS
No. 130, "Reporting Comprehensive Income." This statement requires presentation
of comprehensive income (net income plus all other changes in net assets from
non-owner sources) and its components in the financial statements. Prior year
financial statements have been reclassified to conform to the requirements of
SFAS No. 130.

     Foreign currency translation - Assets and liabilities of the Company's
Canadian subsidiary are translated at the rate of exchange in effect on the
balance sheet date; revenues and expenses are translated at the average rates of
exchange prevailing during the year. The related translation adjustments are
reflected as a separate component of accumulated other comprehensive income.

     Recent accounting pronouncements - The Company does not expect the adoption
of recently issued accounting pronouncements to have a significant impact on its
results of operations, financial position or cash flows.

     Reclassification - Certain prior year amounts have been reclassified to
conform with the current year presentation.

Equipment on Operating Leases

     The Company's investment in equipment on operating leases is as follows:

                                              September 30,
                                   -----------------------------------
                                        1999                 1998
                                   --------------       --------------
Transportation equipment           $1,538,713,000       $1,402,267,000
Less accumulated depreciation        (526,406,000)        (477,380,000)
                                   --------------       --------------
                                   $1,012,307,000       $  924,887,000
                                   ==============       ==============

     Commitments for the purchase of transportation equipment amounted to
$161,315,000 at September 30, 1999.

     At September 30, 1999, minimum future revenues from non-cancelable leases
are as follows:

Year Ending September 30,
-------------------------

2000                                               $261,822,000
2001                                                219,696,000
2002                                                176,539,000
2003                                                129,308,000
2004                                                 86,912,000
Later years                                          78,571,000
                                                   ------------

Total future minimum lease revenues                $952,848,000
                                                   ============



                                       19
<PAGE>

Other Property and Equipment

     The Company's other property and equipment accounts are as follows:

<TABLE>
<CAPTION>
                                                                                         September 30,
                                                                                ---------------------------------
                                                                                     1999                 1998
                                                                                -------------       -------------
<S>                                                                             <C>                 <C>
Land                                                                            $  61,979,000       $  61,190,000
Transportation service facilities                                                 224,820,000         205,923,000
Other operating assets                                                             41,713,000          39,964,000
Less accumulated depreciation                                                    (100,067,000)        (87,734,000)
                                                                                -------------       -------------
                                                                                $ 228,445,000       $ 219,343,000
                                                                                =============       =============
</TABLE>

Accrued Liabilities
  Accrued liabilities are as follows:

<TABLE>
<CAPTION>
                                                                                         September 30,
                                                                                ---------------------------------
                                                                                     1999                 1998
                                                                                -------------       -------------
<S>                                                                             <C>                 <C>
Employee compensation                                                           $  11,909,000       $  15,018,000
Interest                                                                            9,906,000           7,451,000
Taxes other than income                                                             8,991,000          12,684,000
Insurance reserves                                                                  6,727,000           6,781,000
Environmental                                                                         452,000           3,213,000
Unbilled services and supplies                                                      5,324,000           2,662,000
Other                                                                               5,063,000           4,214,000
                                                                                -------------       -------------
                                                                                $  48,372,000       $  52,023,000
                                                                                =============       =============
</TABLE>

Equipment Financing Obligations
  Equipment financing obligations are as follows:

<TABLE>
<CAPTION>
                                                                                         September 30,
                                                                                ---------------------------------
                                                                                     1999                 1998
                                                                                -------------       -------------
<S>                                                                             <C>                 <C>
  Collateral Trust Debentures:
     Series I,              10.35      %, due 2000                              $ 50,000,000        $  50,000,000
     Series J,               8 5/8     %, due 1998                                    --               30,000,000
     Series L,               7         %, due 2003                                70,000,000           70,000,000
     Series M,               7         %, due 2001                                60,000,000           60,000,000
     Series N,               8.27      %, due 2002                               100,000,000          100,000,000
     Series O,               7.25      %, due 2005                                50,000,000           50,000,000
     Series P,               6.89      %, due 2004                                75,000,000           75,000,000
     Series Q,               6 7/8     %, due 2001                                60,000,000           60,000,000
     Series R,               7.30      %, due 2007                                75,000,000           75,000,000
     Series S,               6.52      %, due 2005                                75,000,000           75,000,000
     Series T,               6.75      %, due 2006                               100,000,000               --

  Capital lease obligations                                                       75,732,000           66,330,000

  Other equipment financing obligations                                           11,726,000           38,546,000
                                                                                -------------       -------------
                                                                                $802,458,000        $ 749,876,000
                                                                                ============        =============
</TABLE>

     Credit available under the revolving credit facilities (the "Revolver")
provided by two banks amounted to $100,000,000 at September 30, 1999. At the
option of the banks, the Revolver and the Collateral Trust Debentures may be
secured by certain leasing equipment. Termination of the Revolver would result
in repayment of the outstanding balance over 48 months in equal installments;
otherwise, no repayments are required unless the financing value of the eligible
equipment available as security falls below the outstanding loan balance. The

                                       20
<PAGE>



Revolver provides for the maintenance of specified financial ratios and
restricts payments to the Company by a consolidated subsidiary. Net assets of
all subsidiaries not restricted under the Revolver totaled $93,187,000 at
September 30, 1999.

     Capital lease obligations due within one year totaled $9,642,000 at
September 30, 1999 with the balance payable through 2009. Interest rates on
these obligations averaged 5.3% at September 30, 1999. The capital lease
obligations are collateralized by certain leasing equipment.

    Other equipment financing obligations due within one year totaled $6,702,000
at September 30, 1999 with the balance payable through 2002. Interest rates on
these obligations averaged 6.0% at September 30, 1999. The other equipment
financing obligations are collateralized by certain leasing equipment. The
Collateral Trust Debentures are secured by notes from Rollins Leasing Corp.

    Equipment financing obligations due within one year are not classified as
current liabilities as the Company intends and has the ability to refinance them
on a long-term basis through available credit facilities.

    Based on published bid prices at September 30, 1999, the estimated fair
value of the Company's Collateral Trust Debentures was $708,431,000 compared
with the recorded book amount of $715,000,000. The fair value of the remaining
$87,458,000 of equipment indebtedness approximates its recorded amount.

    The aggregate amounts of maturities for all indebtedness over the next five
years are as follows: 2000-$66,344,000; 2001-$138,390,000; 2002-$114,674,000;
2003-$83,958,000 and 2004-$89,332,000.

Pension Plans

     The Company maintains a noncontributory pension plan for eligible employees
not covered by pension plans under collective bargaining agreements. Pension
costs are funded in accordance with the provisions of the Internal Revenue Code.
The Company also maintains a nonqualified, noncontributory defined benefit
pension plan for certain employees to restore pension benefits reduced by
federal income tax regulations. The cost associated with the plan is determined
using the same actuarial methods and assumptions as those used for the Company's
qualified pension plan.

     The following table sets forth the funded status and the amount recognized
in the Company's balance sheet for the plans:

                                                         September 30,
                                                 -----------------------------
                                                     1999             1998
                                                 ------------     ------------
Change in benefit obligation:
Benefit obligation at beginning of year          $ 56,189,000     $ 43,679,000
Service cost                                        4,132,000        3,449,000
Interest cost                                       4,004,000        3,415,000
Amendments                                          3,539,000             --
Actuarial (gain) loss                             (14,534,000)       7,133,000
Benefits paid                                      (1,854,000)      (1,487,000)
                                                 ------------     ------------
Benefit obligation at end of year                  51,476,000       56,189,000
                                                 ------------     ------------

Change in plan assets:
Fair value of plan assets at beginning of year     48,703,000       53,466,000
Actual return on plan assets                       14,196,000       (4,976,000)
Employer contribution                               1,700,000        1,700,000
Benefits paid                                      (1,854,000)      (1,487,000)
                                                 ------------     ------------
Fair value of plan assets at end of year           62,745,000       48,703,000
                                                 ------------     ------------

Funded status                                      11,269,000       (7,486,000)
Unrecognized net (gain) loss                      (20,928,000)       2,758,000
Unrecognized prior service cost                     3,881,000          639,000
Unrecognized overfunding at adoption                  (70,000)        (140,000)
                                                 ------------     ------------
Accrued pension cost                             $ (5,848,000)    $ (4,229,000)
                                                 ============     ============

                                       21
<PAGE>

     At September 30, 1999, the assets of the pension plans were invested 79.2%
in equity securities, 17.9% in fixed income securities and the balance in other
short-term interest bearing accounts.

     The discount rate in 1999 and 1998 was 8.5% and 7.0%, respectively. The
assumed rate of compensation increase in 1999 and 1998 was 4.5% and 5.0%,
respectively. The expected long-term rate of return on assets in 1999 and 1998
was 9.5% and 9.0%, respectively.

     The components of net periodic pension cost are as follows:

<TABLE>
<CAPTION>
                                               Year Ended September 30,
                                   --------------------------------------------------
                                       1999               1998                1997
                                   ------------       ------------       ------------
<S>                                <C>                <C>                <C>
Service cost                       $  4,132,000       $  3,449,000       $  2,735,000
Interest cost                         4,004,000          3,415,000          2,969,000
Return on plan assets               (14,196,000)         4,976,000        (13,043,000)
Net amortization and deferral         9,378,000        (10,378,000)         9,330,000
                                   ------------       ------------       ------------
Net periodic pension cost          $  3,318,000       $  1,462,000       $  1,991,000
                                   ============       ============       ============
</TABLE>

     The Company also maintains a defined contribution 401(k) plan which permits
participation by substantially all employees not represented under a collective
bargaining agreement.

     The Company expensed payments to multi-employer pension plans required by
collective bargaining agreements of $102,000 in 1999, $119,000 in 1998 and
$129,000 in 1997. The actuarial present value of accumulated plan benefits and
net assets available for benefits to employees under these plans are not
available.

Shareholders' Equity

    The Company is authorized to issue 100,000,000 shares of its $1 Par Value
Common Stock and 1,000,000 shares of Preferred Stock. The preferred shares are
without par value, with terms and conditions of each issue as determined by the
Board of Directors.

     Each share of common stock includes one common stock purchase right
("Right") which is non-exercisable until certain defined events occur, including
tender offers or the acquisition by a person or group of affiliated or
associated persons of 20% of the Company's common stock. Upon the occurrence of
certain defined events, the Right entitles the holder to purchase additional
stock of the Company or stock of an acquiring company at a 50% discount. The
Right expires on June 30, 2009 unless earlier redeemed by the Company at a price
of $.01 per Right.

Stock Option Plans

     Under the Company's stock option plans, options to purchase common stock of
the Company may be granted to officers and key employees at not less than 100%
of the fair market value at the date of grant. Generally, options granted vest
ratably over a six-year period and have a maximum life of eight years.

     The Company accounts for these plans under APB No. 25. Accordingly, no
compensation cost has been recognized. Had compensation cost for these plans
been determined consistent with SFAS No. 123, the Company's pro forma net
earnings for 1999, 1998 and 1997 would have been reduced to $55,622,000 ($.95
per diluted share), $51,365,000 ($.84 per diluted share) and $42,524,000 ($.67
per diluted share), respectively. Because the SFAS 123 method of accounting has
not been applied to options granted prior to October 1, 1995, the resulting pro
forma compensation cost may not be representative of that to be expected in
future years.

                                       22
<PAGE>

     As of September 30, stock option activity under the Company's plans is as
follows:

<TABLE>
<CAPTION>
                                                            1999                          1998                        1997
                                                          --------                      --------                    --------
                                                          Weighted                      Weighted                    Weighted
                                                           Average                       Average                     Average
                                                          Exercise                      Exercise                    Exercise
                                             Shares          Price         Shares          Price        Shares         Price
                                            ---------     --------        ---------     --------       ---------    --------
<S>                                         <C>           <C>             <C>           <C>            <C>          <C>
Outstanding at
  beginning of year                         2,286,755     $   8.30        2,203,072     $   6.57       2,374,119    $   5.91
Granted                                       425,200         9.66          721,900        10.73         150,000       10.83
Exercised                                    (191,970)        6.38         (478,919)        4.28        (250,904)       3.26
Expired or cancelled                          (50,025)        9.31         (159,298)        7.53         (70,143)       5.26
                                            ---------     --------        ---------     --------       ---------    --------
Outstanding at
  September 30                              2,469,960     $   8.66        2,286,755     $   8.30       2,203,072    $   6.57
                                            =========     ========        =========     ========       =========    ========
Exercisable at
  September 30                                898,081     $   7.42          774,797     $   6.85         984,880    $   5.64
                                            =========     ========        =========     ========       =========    ========
</TABLE>

     The weighted average fair value of options granted during 1999, 1998 and
1997 was $3.40, $3.20 and $3.43, respectively. The fair value for these options
was estimated at the date of grant using a Black-Scholes option pricing model
with the following weighted average assumptions for 1999, 1998 and 1997,
respectively: risk-free interest rates of 6.2%, 4.3% and 6.1%; dividend yields
of 1.7%, 1.7% and 1.9%; expected volatility of .27, .26 and .26 and a weighted
average expected life of the option of 7 years, 7 years and 6 years.

     The following table summarizes information regarding stock options
outstanding and exercisable at September 30, 1999:

<TABLE>
<CAPTION>
                                                      Options Outstanding                          Options Exercisable
                                          -------------------------------------------            -----------------------
                                                           Weighted
                                                            Average          Weighted            Weighted
                   Range of                                Remaining          Average             Average
                   Exercise                  Number       Contractual        Exercise              Number       Exercise
                    Prices                Outstanding        Life             Price              Exercisable      Price
            ---------------------         -----------     -----------        --------            -----------    --------
            <S>                           <C>              <C>               <C>                 <C>            <C>
            $    5.04 -  $   6.33            609,452       2.5 years         $  6.10              320,102       $   5.89
            $    7.33 -  $  11.00          1,860,508       4.2 years         $  9.50              577,979       $   8.27
</TABLE>

     At September 30, 1999, a total of 1,001,350 shares of common stock were
available for future grants.

Lease Commitments

     The Company leases some of the premises and equipment used in its
operations. Leases classified as operating leases expire on various dates during
the next 15 years. Some of the leases are renewable at the Company's option.
Minimum future rental payments required under operating leases having
non-cancelable terms in excess of one year as of September 30, 1999 are as
follows:

Year Ending September 30,
-------------------------
2000                                        $ 7,692,000
2001                                          4,003,000
2002                                          3,239,000
2003                                          1,867,000
2004                                            867,000
Later years                                   2,019,000
                                            -----------
Total minimum payments required             $19,687,000
                                            ===========

     Total rent expense for all operating leases except those with terms of one
month or less was $8,493,000 in 1999, $7,919,000 in 1998 and $7,624,000 in 1997.

                                       23
<PAGE>

Commitments and Contingent Liabilities

     There are various routine claims and legal actions pending against the
Company incidental to the ordinary operation of it business. The Company is of
the opinion, based on the advice of counsel, that it is only remotely likely
that the ultimate resolution of these claims and actions will be material.

Income Taxes

     The tax provisions for the three years ended September 30, 1999 are
comprised as follows:

<TABLE>
<CAPTION>
                                                                                  Year Ended September 30,
                                                                   -------------------------------------------------------
                                                                          1999                1998                1997
                                                                   ---------------     ---------------     ---------------
<S>                                                                <C>                 <C>                 <C>
Current:
  Federal                                                          $    12,669,000     $    11,113,000     $     8,345,000
  State                                                                  3,549,000           1,824,000             747,000
Deferred:
  Federal                                                               18,381,000          17,507,000          15,138,000
  State                                                                  1,659,000           2,636,000           3,187,000
                                                                   ---------------     ---------------     ---------------
  Total income taxes                                               $    36,258,000     $    33,080,000     $    27,417,000
                                                                   ===============     ===============     ===============
</TABLE>

     A reconciliation of the tax provisions for the three years ended September
30, 1999 with amounts calculated by applying the statutory federal tax rate to
earnings before income taxes for those years is as follows:

<TABLE>
<CAPTION>
                                                                                  Year Ended September 30,
                                                                   -------------------------------------------------------
                                                                          1999                1998                1997
                                                                   ---------------     ---------------     ---------------
<S>                                                                <C>                 <C>                 <C>
Federal tax                                                        $    32,456,000     $    29,786,000     $    24,574,000
State taxes, net of federal benefit                                      3,370,000           2,899,000           2,557,000
Other                                                                      432,000             395,000             286,000
                                                                   ---------------     ---------------     ---------------
Total income taxes                                                 $    36,258,000     $    33,080,000     $   27,417,000
                                                                   ===============     ===============     ===============
</TABLE>

     The tax effect of temporary differences and the tax credit carryforwards
that comprise the current and non-current deferred tax amounts shown on the
balance sheet are as follows:

<TABLE>
<CAPTION>
                                                                              September 30,
                                                                   -----------------------------------
                                                                         1999                 1998
                                                                   ---------------     ---------------
<S>                                                                <C>                 <C>
Depreciation                                                       $   204,468,000     $   193,303,000
Expenses deductible when paid                                          (10,389,000)        (11,522,000)
Alternative minimum tax credit carryforwards                            (4,979,000)        (14,130,000)
Other                                                                     (118,000)            223,000
                                                                   ---------------     ---------------
Deferred income taxes, net                                         $   188,982,000     $   167,874,000
                                                                   ===============     ===============
</TABLE>

     At September 30, 1999, the Company had alternative minimum tax credit
carryforwards of $4,979,000 which have no expiration date. The Company has no
tax credit carryforwards for financial reporting purposes since all such credits
have been considered in the determination of deferred tax amounts.

Environmental Regulation

     The Company is subject to certain regulations of the Environmental
Protection Agency in that it stores and dispenses petroleum products. Most of
these regulations address testing and replacement of underground tanks. The
Company's adherence to these regulations is part of its normal business
operations. These regulations have not had any material adverse effect upon the
Company.

Transactions with Related Parties

     Certain directors and officers of the Company are also directors and
officers of Matlack Systems, Inc. and Dover Downs Entertainment, Inc.

                                       24
<PAGE>

     The Company provided administrative services and rented office space to
Matlack Systems, Inc. for aggregate charges of $4,093,000 in 1999, $4,401,000 in
1998 and $3,600,000 in 1997, which have been included in revenues or offset
against operating expense, as appropriate, in the Consolidated Statement of
Earnings.

     The Company provided administrative services to Dover Downs Entertainment,
Inc. for aggregate charges of $461,000 in 1999, $430,000 in 1998 and $204,000 in
1997, which have been included in revenues or offset against operating expense,
as appropriate, in the Consolidated Statement of Earnings.

     An officer of the Company is the trustee of an employee benefits trust,
which provides certain insurance and health care benefits to employees of the
Company. Contributions to the trust, which were charged to operating or selling
and administrative expense, as appropriate, were $13,720,000 in 1999,
$12,897,000 in 1998 and $12,497,000 in 1997.

     In the opinion of management of the Company, the foregoing transactions
were effected at rates that approximate those the Company would have realized or
incurred had such transactions been effected with independent third parties.

Acquisition

     On August 2, 1999, a subsidiary of the Company acquired Range
Transportation Systems, Inc. ("Range") in a purchase business combination for
$6,935,000 in cash. Range is based in Toronto, Canada and is engaged in truck
rental and leasing. The acquisition has been accounted for by the purchase
method and, accordingly, the results of operations of Range have been included
in the consolidated financial statements from the date of acquisition. The
excess of the purchase price over fair market value of the underlying assets is
being amortized on a straight-line basis over 15 years.

     The pro-forma results for 1999 and 1998, assuming the acquisition had been
made at the beginning of the fiscal year, would not be materially different from
reported results.

Subsequent Event

     On October 29, 1999, a subsidiary of the Company acquired the net assets
and business of Keen Leasing, Inc. ("Keen") for a purchase price of $41,492,000
in cash and the assumption of liabilities of $3,264,000. Keen is a truck rental
and leasing business headquartered in Harrisburg, Pennsylvania which currently
services approximately 1,800 vehicles from 13 locations in Pennsylvania,
Maryland and Virginia. The purchase price will be allocated to the assets
acquired and liabilities assumed based upon their estimated fair market values.
The purchase price allocation will be determined during 2000 when additional
information becomes available. Results of operations for Keen will be included
with those of the Company beginning in fiscal 2000 subsequent to the date of
acquisition.

     On November 12, 1999, the Company executed a stock purchase agreement with
the UPS Logistics Group, a unit of United Parcel Service, Inc., whereby a
subsidiary of the Company would acquire UPS Truck Leasing, which has its
headquarters in Atlanta, Georgia. UPS Truck Leasing is in the truck rental and
leasing business and currently maintains approximately 9,000 trucks from 54
facilities throughout the United States.

     The Company is expected to issue 2,000,000 shares of its $1.00 par value
common stock as partial consideration for the purchase of UPS Truck Leasing with
the remainder of the consideration to be paid in cash. The Company is expected
to receive cash as consideration for the sale of Rollins Logistics Inc.

Year 2000 ("Y2K") Readiness Disclosure (Unaudited)

     The Company is aware of the issues related to the approach of the year 2000
as they relate to information technology programming issues which could have a
significant potential impact on its future operations and financial reporting.
In this regard, the Company has assessed and investigated what steps must be
taken to ensure that its critical systems and equipment will function
appropriately after the turn of the century. The assessments included a review
of what systems and equipment need to be changed or replaced in order to
function correctly.

                                       25
<PAGE>

The Company has further determined that onboard computer systems in
Company-owned vehicles are not affected by the Y2K issue.

     The Company's Y2K project was broken down into Corporate host-based systems
and field-based data collection processes. Overall, the Company's work effort
was allocated approximately 80 percent to host-based systems and 20 percent to
field-based data processes. Essentially all host-based coding and testing has
been completed. Full production with regard to remediated systems also has been
completed. As part of the Company's remediation efforts, the field data
collection systems were rewritten.

     With the exception of remediation and implementation consequences not known
to the Company at this time, the Company believes that all systems should be
fully implemented by November 30, 1999.

     As part of the Company's assessment of Y2K issues, consideration was given
to the possible impact upon the Company from using purchased software, suppliers
and outside service providers. The Company's efforts with regard to Y2K issues
are dependent in part upon information received from such suppliers and vendors
upon which the Company has reasonably relied. While it is not possible for the
Company to predict all future outcomes and eventualities, the Company is not
aware, at this time, of any Y2K non-compliant situations with regard to any of
its purchased software or its use of suppliers and outside service providers.

     The Company estimates that it will spend approximately $2.0 million to
fully implement its Y2K compliance program of which $1.87 million has been
expended through September 30, 1999. All Y2K costs have been and will continue
to be funded from operations.

     The Company has formulated a Y2K contingency plan that addresses potential
short-term business disruptions resulting from losses of power, system
malfunctions and related issues. However, due to the complexity and widespread
nature of such issues, the contingency planning process of necessity must be an
ongoing one requiring possible further modification as more information becomes
known regarding (1) the Company's own systems and facilities, and (2) the status
and changes therein of the Y2K compliance efforts of outside suppliers and
vendors.

     While it is not possible for the Company to predict all future outcomes and
eventualities, the Company is not aware, at this time, of any Y2K non-compliant
situations with regard to any of its purchased software or its use of suppliers
and outside service providers which would have a material adverse effect upon
the Company.

Quarterly Results (Unaudited)
<TABLE>
<CAPTION>
                                          December          March              June           September
                 1999                        31               31                30               30
                 ----                   ------------     ------------      ------------     ------------
<S>                                      <C>             <C>               <C>              <C>
Revenues                                $155,345,000     $150,929,000      $156,617,000     $164,506,000
Gross profit                            $ 50,154,000     $ 45,807,000      $ 53,236,000     $ 56,703,000
Earnings before income taxes            $ 23,034,000     $ 18,248,000      $ 25,022,000     $ 26,427,000
Net earnings                            $ 14,074,000     $ 11,149,000      $ 15,156,000     $ 16,094,000
Earnings per diluted share              $       .24      $        .19      $        .26     $        .28
                                        ------------     ------------      ------------     ------------
</TABLE>

<TABLE>
                 1998
                 ----
<S>                                      <C>             <C>               <C>                <C>
Revenues                                $149,022,000     $145,050,000      $155,215,000     $160,870,000
Gross profit                            $ 46,858,000     $ 42,419,000      $ 49,731,000     $ 53,211,000
Earnings before income taxes            $ 21,173,000     $ 16,259,000      $ 22,570,000     $ 25,101,000
Net earnings                            $ 12,897,000     $  9,936,000      $ 13,846,000     $ 15,344,000
Earnings per diluted share              $        .21     $        .16      $        .23     $        .26
                                         -----------     ------------      ------------     ------------
</TABLE>

                                       26
<PAGE>



                  SCHEDULE I - Condensed Financial Information

                           ROLLINS TRUCK LEASING CORP.
                                  BALANCE SHEET
                                 ($000 Omitted)

<TABLE>
<CAPTION>
                                                                                            September 30,
                                                                                    -----------------------------
                 Assets                                                                 1999             1998
                 ------                                                             -----------       -----------
<S>                                                                                 <C>               <C>
Current assets (excluding notes receivable from subsidiaries)
  Cash                                                                              $     7,678       $    11,791
  Accounts receivable                                                                        99             2,761
  Accounts receivable from subsidiaries*                                                     19                72
  Other current assets                                                                       10               559
                                                                                    -----------       -----------
          Total current assets                                                            7,806            15,183
Notes receivable from subsidiary*                                                       715,000           645,000
Investments in subsidiaries, at equity*                                                 346,123           330,709
Advances to subsidiaries*                                                                15,040            15,275
Property and equipment, at cost, net of accumulated depreciation                            720               854
Other assets                                                                                 64               150
Deferred income taxes                                                                      (131)              481
                                                                                    -----------       -----------
          Total assets                                                              $ 1,084,622       $ 1,007,652
                                                                                    ===========       ===========

      Liabilities and Shareholders' Equity
Current liabilities
  Accounts payable to subsidiaries*                                                 $         9       $        15
  Accounts payable to others                                                                239               649
  Accrued liabilities                                                                       518             2,132
  Income taxes payable                                                                     (277)              (97)
                                                                                    -----------       -----------
          Total current liabilities                                                         489             2,699
Collateral Trust Debentures
    10.35%       Series I, due 2000                                                      50,000            50,000
    8 5/8%       Series J, due 1998                                                        --              30,000
     7   %       Series L, due 2003                                                      70,000            70,000
     7   %       Series M, due 2001                                                      60,000            60,000
     8.27%       Series N, due 2002                                                     100,000           100,000
     7.25%       Series O, due 2005                                                      50,000            50,000
     6.89%       Series P, due 2004                                                      75,000            75,000
    6 7/8%       Series Q, due 2001                                                      60,000            60,000
     7.30%       Series R, due 2007                                                      75,000            75,000
     6.52%       Series S, due 2005                                                      75,000            75,000
     6.75%       Series T, due 2006                                                     100,000              --
Advances from subsidiaries*                                                              49,377            67,399
Other liabilities                                                                          (112)              510
Commitments and contingent liabilities (see Notes to the Financial Statements)

Shareholders' equity
  Common stock $1 par value, 100,000,000 shares authorized;
    issued and outstanding: 1999: 57,214,551; 1998: 58,799,281                           57,215            58,799
  Additional paid-in capital                                                                  0                11
  Retained earnings                                                                     262,653           233,234
                                                                                    -----------       -----------
            Total shareholders' equity                                                  319,868           292,044
                                                                                    -----------       -----------
            Total liabilities and shareholders' equity                              $ 1,084,622       $ 1,007,652
                                                                                    ===========       ===========
</TABLE>

* Eliminated in consolidation



 The Notes to the Financial Statements are an integral part of these statements.

                                       27
<PAGE>

                  SCHEDULE I - Condensed Financial Information
                                   (continued)

                           ROLLINS TRUCK LEASING CORP.
                              STATEMENT OF EARNINGS
                                 ($000 Omitted)

<TABLE>
<CAPTION>
                                                                 Year Ended September 30,
                                                          --------------------------------------
                                                            1999           1998           1997
                                                          --------       --------       --------
<S>                                                       <C>            <C>            <C>
Revenues:
  Dividends from subsidiaries                             $ 41,000       $ 30,000       $ 15,150
  Other income                                               7,015          8,200          7,191
                                                          --------       --------       --------
                                                            48,015         38,200         22,341
                                                          --------       --------       --------

Expenses:
  Administrative                                             3,336          4,541          4,571
  Depreciation and amortization                                270            279            265
  Gain on sale of property and equipment                       (29)          --             --
                                                          --------       --------       --------
                                                             3,577          4,820          4,836
                                                          --------       --------       --------

Earnings before interest and income taxes                   44,438         33,380         17,505

Interest income                                             50,715         44,708         43,286
Interest expense                                           (53,793)       (47,031)       (44,888)
                                                          --------       --------       --------

Earnings before income taxes                                41,360         31,057         15,903

Income taxes                                                   380            512            297
                                                          --------       --------       --------

Net earnings of Rollins Truck Leasing Corp.                 40,980         30,545         15,606

Equity in undistributed net earnings of subsidiaries        15,493         21,478         27,188
                                                          --------       --------       --------

Net earnings                                              $ 56,473       $ 52,023       $ 42,794
                                                          ========       ========       ========
</TABLE>

 The Notes to the Financial Statements are an integral part of these statements.

                                       28
<PAGE>

                  SCHEDULE I - Condensed Financial Information
                                   (continued)

                           ROLLINS TRUCK LEASING CORP.
                             STATEMENT OF CASH FLOWS
                                 ($000 Omitted)

<TABLE>
<CAPTION>
                                                                                   Year Ended September 30,
                                                                           -----------------------------------------
                                                                              1999           1998             1997
                                                                           ---------       ---------       ---------
<S>                                                                        <C>             <C>             <C>
Cash flows from operating activities:
  Earnings prior to equity in
     subsidiaries' undistributed earnings                                  $  40,980       $  30,545       $  15,606

  Adjustments to reconcile earnings to net cash
     provided by operating activities:
     Depreciation and amortization                                               270             279             265
     Changes in assets and liabilities:
         Accounts receivable                                                   2,715          (2,691)           (123)
         Accounts payable and accrued liabilities                             (2,030)          1,063             798
         Current and deferred income taxes                                       430          (1,283)         (1,419)
         Other, net                                                               15            (403)            223
         Net gain on sale of property and equipment                              (29)           --              --
                                                                           ---------       ---------       ---------
     Net cash provided by operating activities                                42,351          27,510          15,350
                                                                           ---------       ---------       ---------

  Cash flows from investing activities:
     Purchase of equipment                                                      (151)           (128)            (18)
     Proceeds from sale of equipment                                             123               7            --
                                                                           ---------       ---------       ---------
     Net cash used in investing activities                                       (28)           (121)            (18)
                                                                           ---------       ---------       ---------

  Cash flows from financing activities:
     Proceeds of equipment financing obligations                             100,000          75,000          89,500
     Issuance of notes receivable from subsidiary                           (100,000)        (75,000)        (75,000)
     Repayment of note by subsidiary                                          30,000            --            50,000
     Repayment of equipment financing obligations                            (30,000)           --           (67,500)
     Payment of dividends                                                    (11,569)         (9,244)         (8,353)
     Proceeds of stock options exercised                                       1,225           2,051             818
     Common stock acquired and retired                                       (18,305)        (41,367)        (30,633)
     Subsidiary advances and payments                                        (17,787)         31,882          25,754
     Other                                                                      --               (93)           --
                                                                           ---------       ---------       ---------
     Net cash used in financing activities                                   (46,436)        (16,771)        (15,414)
                                                                           ---------       ---------       ---------

     Net increase (decrease) in cash                                          (4,113)         10,618             (82)

     Cash beginning of period                                                 11,791           1,173           1,255
                                                                           ---------       ---------       ---------

     Cash end of period                                                    $   7,678       $  11,791       $   1,173
                                                                           =========       =========       =========

Supplemental information:

     Interest paid                                                         $  47,119       $  43,528       $  42,934
     Income taxes paid                                                     $     (50)      $   1,795       $   1,716
</TABLE>

 The Notes to the Financial Statements are an integral part of these statements.

                                       29
<PAGE>

                  SCHEDULE I - Condensed Financial Information
                                   (continued)

                           ROLLINS TRUCK LEASING CORP.
                        Notes to the Financial Statements

Accounting Policies

     The accounting policies of the Company and its subsidiaries are set forth
in the Organization and Accounting Policies note in the consolidated financial
statements of this 1999 Annual Report on Form 10-K.

     The Company's principal sources of earnings are dividends and management
fees paid by its subsidiaries. Certain loan agreements restrict payments to the
Company by its subsidiaries. Net assets of subsidiaries not restricted under
such loan agreements totaled $93,187,000 at September 30, 1999. The Company also
realizes cash receipts by assessing subsidiaries for federal taxes on income and
expends cash in payment of such taxes on a consolidated basis. Tax assessments
are based on the amount of federal income taxes which would be payable
(recoverable) by each subsidiary company based on its current year's earnings
(loss) reduced by that subsidiary's applicable portion of any consolidated
credits utilized currently in the consolidated federal income tax return.

     Interest income on notes receivable from a subsidiary, which are pledged to
secure the Collateral Trust Debentures (described in the Equipment Financing
Obligations note in the consolidated financial statements of this 1999 Annual
Report on Form 10-K), was $49,646,000, $44,547,000 and $43,286,000 in 1999, 1998
and 1997, respectively.

Commitments and Contingencies

     The Company is obligated to a subsidiary for $326,000 annually ($734,000 in
the aggregate) of future rentals under a lease through 2001. Rent expense was
$317,000 in 1999, $302,000 in 1998 and $284,000 in 1997.

     Commitments of the Company have been collateralized by bank letters of
credit issued on behalf of the Company in the amount of $8,000,000.

     The aggregate amounts of maturities for the Collateral Trust Debentures
during the next five years are as follows: 2000 -- $50,000,000; 2001 --
$120,000,000; 2002 -- $100,000,000 and 2003 -- $70,000,000; and 2004 --
$75,000,000.

                                       30
<PAGE>

                  ROLLINS TRUCK LEASING CORP. AND SUBSIDIARIES
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 ($000 OMITTED)

<TABLE>
<CAPTION>
               COLUMN A                       COLUMN B             COLUMN C           COLUMN D          COLUMN E
-----------------------------------------    ----------   -----------------------    ----------        ----------
                                                                  Additions
                                                          -----------------------
                                             Balance at   Charged to     Charged                       Balance at
Year Ended                                   Beginning    Costs and      to Other                        End of
September 30,           Description          of Period     Expenses      Accounts    Deductions          Period
-------------           -----------          ---------    ----------     --------    ----------        ----------
<S>       <C>                                  <C>          <C>          <C>          <C>               <C>
1999:     Allowance for doubtful accounts      $2,452       $1,326       $345(1)      $1,644(2)         $ 2,479
----


1998:     Allowance for doubtful accounts      $2,126       $1,529       $484(1)      $1,687(2)         $ 2,452
----


1997:     Allowance for doubtful accounts      $1,928       $1,454       $695(1)      $1,951(2)         $ 2,126
----

</TABLE>
----------
(1) Recoveries.
(2) Write-offs.

                                       31
<PAGE>




                           ROLLINS TRUCK LEASING CORP.

                              Exhibits to Form 10-K

                    For Fiscal Year Ended September 30, 1999


Index to Exhibits

Exhibit (3)(b)               By-Laws of Rollins Truck Leasing Corp. as last
                             amended on October 28, 1999

Exhibit (4)(l)               Nineteenth Supplemental Collateral Trust Indenture
                             dated as of April 5, 1999 to the 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, an
                             Eighth Supplemental Indenture thereto dated as of
                             May 15, 1990 and by the Seventeenth Supplemental
                             Indenture dated as of March 10, 1997 between
                             Rollins Truck Leasing Corp. and First Union
                             National Bank, as Trustee.

Exhibit (4)(n)               Asset Purchase Agreement by and among Worldwide
                             Dedicated Services, Inc., Rollins Truck Leasing
                             Corp., Rollins Logistics Inc., Rollins Dedicated
                             Carriage Services, Inc. and Rollins Transportation
                             Systems, Inc. as of November 12, 1999.

Exhibit (4)(o)               Stock Purchase Agreement by and between UPS
                             Logistics Group, Inc., UPS Truck Leasing, Inc.,
                             Rollins Truck Leasing Corp. and Rollins Leasing
                             Corp. as of November 12, 1999.

Exhibit (4)(p)               Strategic Alliance Agreement to be entered into as
                             of December 31, 1999 in connection with the closing
                             under the Stock Purchase Agreement filed as Exhibit
                             (4)(o), above.

Exhibit 21                   Rollins Truck Leasing Corp. Subsidiaries at
                             September 30, 1999

Exhibit 23                   Consent of Independent Auditors

Exhibit 27(a)                Rollins Truck Leasing Corp. Financial Data Schedule
                             at September 30, 1999