RESTATED CERTIFICATE OF INCORPORATION

      OF

      ROLLINS TRUCK LEASING CORP.


It is hereby certified that:

1.    (a)  The present name of the corporation (hereinafter called the
"corporation") is Rollins Truck Leasing Corp.

(b)  The name under which the corporation was originally incorporated
is Rollins Fleet Leasing, Inc.; and the date of filing the original
certificate of incorporation of the corporation with the Secretary of
State of the State of Delaware is April 28, 1954.

2.  The provisions of the certificate of incorporation of the
corporation as heretofore amended and/or supplemented, are hereby
restated and integrated into the single instrument which is
hereinafter set forth, and which is entitled Restated Certificate of
Incorporation of Rollins Truck Leasing Corp., without further
amendment and without any discrepancy between the provisions of the
certificate of incorporation as heretofore amended and supplemented
and the provisions of the said single instrument hereinafter set
forth.

3.  The Board of Directors of the corporation has duly adopted this
Restated Certificate of Incorporation pursuant to the provisions of
Section 245 of the General Corporation Law of the State of Delaware
in the form set forth as follows:

      ?Restated Certificate of Incorporation

      of

      Rollins Truck Leasing Corp.

FIRST:  The name of the Corporation is Rollins Truck Leasing Corp.

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

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

FOURTH: The total number of shares of stock which this Corporation
shall have authority to issue is One Hundred One Million
(101,000,000) shares, divided into two classes, namely Preferred
Stock and Common Stock.  The number of shares of Preferred Stock
which this Corporation is authorized to issue is One Million
(1,000,000) shares without par value; the number of shares of Common
Stock which this Corporation is authorized to issue is One Hundred
Million (100,000,000) shares of the par value of One Dollar ($1.00)
per share.

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

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

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

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

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

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


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

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

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

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


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

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


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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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


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

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

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


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

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


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

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

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

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

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

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


FIFTH:   The property and business of this Corporation shall be
managed by a Board of up to eight directors.  The directors shall be
divided into three classes.  The first class (Class I) shall consist
of two (2) directors and the term of office of such class shall
expire at the Annual Meeting of  Stockholders in 2002.  The second
class (Class II) shall consist of three (3) directors and the term of
office of such class shall expire at the Annual Meeting of
Stockholders in 2003.  The third class (Class III) shall consist of
three (3) directors and the term of such third class shall expire at
the Annual Meeting of Stockholders in 2001.  At each annual election,
commencing at the next Annual Meeting of Stockholders in 2001, the
successors of the class of directors whose term expires at that time
shall be elected to hold office for the term of three years to
succeed those whose term expires, so that the term of office of one
class of directors shall expire in each year.  Each director shall
hold office for the term for which he is elected or appointed or
until his successor  shall be elected and qualified, or until his
death or until he shall resign.

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

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

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

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

SIXTH:  This Corporation is to have perpetual existence.

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


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

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

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

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

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

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

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

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

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

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

(c)  For the purposes of this Article NINTH:

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

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

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


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

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

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

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

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


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

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

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

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

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

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

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


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

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

IN WITNESS WHEREOF, this Restated Certificate of Incorporation is
executed this 23rd  day of May, 2000.

ROLLINS TRUCK LEASING CORP.



By:
Klaus M. Belohoubek
Vice President - General Counsel
and Secretary

C:\WINDOWS\TEMP\COI-RESTATED -RLC-5-00.WPD      Page 1