_______________________________________________________________________

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
_______________________________________________________________________

                              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, 1998   

                                 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:  

     Title of Class                Name of each exchange on 
                                   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 $564,884,000 as of October 31, 1998.

      The number of shares of registrant's common stock outstanding as
of October 31, 1998 was 58,432,281.

      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 28, 1999                      III
                               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 since September 30, 1997.

(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.  The financial information
concerning this business is included in this 1998 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.

    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, 1998 consisted
of more than 9,000 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 1998 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, 1998, a total of 3,934 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 206 facilities in 42
states.

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.







                                            PART II
<TABLE>
ITEM 5.     MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.

                                  STOCK PRICES AND DIVIDENDS

    At September 30, 1998, there were 2,238 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, 1998 and
1997 are as follows:

<CAPTION>
                                     Prices (1)                         Dividends (1)
                            1998                   1997               1998      1997
                       High       Low         High        Low   
Fiscal Quarter
<S>                  <C>       <C>          <C>        <C>           <C>       <C>
 First ........      $12 1/4   $10 5/16     $ 8 3/4    $ 7           $.037     $.033
 Second .......       14 5/16   11 7/16       9 5/16     8 1/16       .037      .033
 Third ........       14        11 1/4       10          8 1/2        .04       .033
 Fourth .......       13 3/8     8 7/8       11 11/16    9 1/4        .04       .033


 (1) Adjusted for the three-for-two common stock split distributed on March 16, 1998.
</TABLE>

<PAGE>
ITEM 6.     SELECTED FINANCIAL DATA.
<TABLE>
                               FIVE-YEAR SELECTED FINANCIAL DATA
                        (Dollars in Millions, Except Per Share Amounts)
<CAPTION>
<S>                                     <C>         <C>        <C>        <C>        <C>          
Fiscal Year Ended September 30,         1998        1997       1996       1995       1994 
Revenues                                610.2       556.7      513.8      482.6      450.9
Earnings before income taxes             85.1        70.2       55.9       67.1       66.4
Net earnings                             52.0        42.8       34.1       41.3       39.8
Earnings per share:  Basic (1)            .86         .68        .52        .61        .57
Earnings per share:  Diluted (1)          .85         .68        .52        .61        .57
Dividends per common share (1)            .15         .13        .12        .11        .09
At September 30,
Total assets                          1,296.5     1,191.8    1,125.2    1,027.0      909.7
Equipment on operating leases, net      924.9       847.9      784.3      727.9      637.8
Equipment financing obligations         749.9       671.8      641.4      574.2      499.2
Shareholders' equity                    292.0       288.7      284.0      275.6      251.2

(1)  Adjusted for the three-for-two common stock split distributed on March 16, 1998.

</TABLE>

<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, 1998 as a
percentage of revenues and the percentage changes in dollar amounts of
the items compared with the previous year are as follows:

                                                    Percentage
                   Percentage of Revenue       Increase (Decrease)
                  Year ended September 30,   Year 1998    Year 1997
                   1998     1997     1996     Over 1997    Over 1996

Revenues           100.0%  100.0%   100.0%        9.6%        8.4%

Expenses
 Operating          40.0    41.1     41.2         6.7         8.0
 Depreciation       30.1    30.5     30.8         7.9         7.3
 Gain on sale       (1.6)   (2.2)    (1.4)      (20.0)       53.8
 Selling and 
  administrative     9.1     9.1      9.3        10.1         5.1
                    77.6    78.5     79.9         8.3         6.5

Operating earnings  22.4    21.5     20.1        14.4        15.5

Interest expense     8.4     8.9      9.2         4.7         3.8

Earnings before 
  income taxes      14.0    12.6     10.9        21.2        25.5

Income taxes         5.5     4.9      4.3        20.7        25.7

Net earnings         8.5%    7.7%     6.6%       21.6%       25.4%


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.

Fiscal Year 1997 vs. 1996
   Revenues increased by $42.9 million as revenues from all areas of
operation improved over the prior year.  The increase in full-service
lease, guaranteed maintenance and logistics revenues, which represent
approximately 75% of total revenues, was principally volume-related as
industry competition limited price increases.  Commercial rental
revenues, which represent the remainder of total revenues, increased by
4.9% in large part due to improved pricing in 1997 when compared with
the competitive pricing effects experienced in 1996.

   Operating expenses increased by $17.0 million reflecting the
increase in revenues.  The more significant operating expense increases
resulted from the continued growth in the dedicated contract carriage
and logistics business in which drivers' wages increased by $8.9
million and vehicle expenses increased by $5.7 million.  Operating
expenses as a percentage of revenues decreased to 41.1% in 1997 from
41.2% in 1996.

   Depreciation expense increased by $11.6 million principally due to
the increased investment in equipment on operating leases required to
support the current level of business.  Depreciation as a percentage of
revenues decreased to 30.5% in 1997 compared with 30.8% in 1996.


   Gain on the sale of property and equipment increased by $4.3 million
to $12.2 million when compared with the 1996 gain of $7.9 million.  The
increase resulted from the sale of more vehicles at higher selling
prices reflecting the stable market for used equipment in 1997.

   Selling and administrative expenses increased by $2.5 million to
$50.5 million from $48.0 million in 1996.  Increased salaries, wages
and sales commissions accounted for $2.3 million of the increase and
reflected the higher level of business in 1997.  As a percentage of
revenues, selling and administrative expenses decreased to 9.1% in 1997
from 9.3% in 1996.

   Interest expense increased by $1.8 million principally due to the
increase in average borrowings related to the purchase of additional
equipment offset in part by a lower average interest rate on the
Company's Collateral Trust Debentures.

   The effective income tax rate for both 1996 and 1997 was 39.0%.

   Net earnings increased by $8.7 million to $42.8 million or $.68 per
diluted share from $34.1 million or $.52 per diluted share in 1996. 
The increased net earnings resulted from higher revenues, which were
reduced in part by the incremental costs associated with such revenues.

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,
1998, equipment on operating leases of $924.9 million represented 71.3%
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 $245.2 million were generated principally from net
earnings of $52.0 million and the noncash depreciation and amortization
totaling $183.8 million.  Because existing leases provide the primary
source of funds from operations, the Company expects a similar amount
of funds to be generated in 1999.

   Investing activities reflect the Company's capital expenditures of
$332.8 million in 1998 and $303.1 million in 1997.  Proceeds from the
sale of equipment amounted to $67.5 million in 1998 and $75.6 million
in 1997.  At September 30, 1998, the Company's commitment for the
purchase of revenue equipment was $166.1 million.  Based on the current
level of business and including commitments already made at September
30, 1998, the Company anticipates spending approximately $325.0 million
for equipment and facilities in 1999.

   Equipment financing obligations increased to $749.9 million at
September 30, 1998 from $671.8 million a year earlier.  Borrowings from
external sources included equipment term loans, capitalized leases and,
in July 1998, the sale of $75.0 million of 6.52% Collateral Trust
Debentures, Series S, due July 15, 2005.

   At September 30, 1998, the Company could sell an additional $155.0
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, 1998.  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
restricts payments to the Company.  At the option of the banks who
provide the facilities, the facilities and the Company's Collateral
Trust Debentures may be secured by certain leasing equipment.

   During 1998, the Company's financing activities included an increase
in equipment financing obligations of $78.1 million, payment of
dividends of $9.2 million and the purchase and retirement of 3,090,900
shares of $1 par value common stock for $41.4 million.  At September
30, 1998, the Company was authorized to purchase 1,010,000 additional
shares of its stock.

   At September 30, 1998 and 1997, the debt to equity ratio of the
Company was 2.6 to 1 and 2.3 to 1, respectively.

Impact of Recent Accounting Pronouncements
   In June 1997, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 130,
"Reporting Comprehensive Income."  This statement requires that
comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements.  The
adoption of this standard on October 1, 1998, will not impact results
of operations or financial condition.

   In February 1998, the FASB issued SFAS No. 132, "Employers'
Disclosures about Pension and Other Postretirement Benefits," which is
effective for financial statements issued for periods beginning after
December 15, 1997.  This statement standardizes the disclosure
requirements of previous standards.  The adoption of this standard will
not impact results of operations or financial condition.

Year 2000 ("Y2K") Issues
   The Company is aware of the issues related to the approach of the
year 2000 and 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 problem.


   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 is allocated approximately 80 percent to host-
based systems and 20 percent to field-based data processes.  The
Company expects that all host-based coding and testing will be
completed by the end of calendar year 1998 and that full production
implementation will have been completed with regard to 90 percent of
the remediated systems.  The remaining production implementation is
planned for the first quarter of 1999.

   As part of the Company's remediation efforts, the field data
collection systems are being rewritten.  The Company expects that 20
percent of this effort will be completed by the end of calendar year
1998 and that the remaining required remediation efforts will be
completed by the end of the first quarter of 1999.

   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 the end of the second quarter of
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 $1.5 million
to fully implement its Y2K compliance program.  All Y2K costs have been
and will continue to be funded from operations.

   The Company has formulated a contingency plan to deal with Y2K
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.

   As significant Y2K uncertainties remain outside the control of the
Company, at this time the Company is unable to determine a most
reasonably likely worst case scenario.  

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, 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.




<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 28, 1999.

   Executive Officers of the Registrant.  As of October 31, 1998, the
Executive Officers of the registrant were:

    Name                 Position                Age   Term of Office

Patrick J. Bagley    Vice President-Finance and   51    7/87 to date
                     Treasurer                          1/87 to date

I. Larry Brown       President,                   53    1994 to date
                     Rollins Leasing Corp.

Michael B. Kinnard   Vice President-General       40    10/94 to date
                     Counsel and Secretary              10/94 to date

John W. Rollins      Chairman of the Board and    82    1954 to date
                     Chief Executive Officer            10/74 to date

John W. Rollins, Jr. President and Chief          56    9/75 to date
                     Operating Officer and Director

Henry B. Tippie      Chairman of the Executive    71    3/74 to date
                     Committee and Vice Chairman 
                     of the Board

   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.

   Michael B. Kinnard has been Vice President-General Counsel and
Secretary to the Company since 1994.  Mr. Kinnard also serves as Vice
President-General Counsel and Secretary to Matlack Systems, Inc. and
Vice President-General Counsel to Dover Downs Entertainment, Inc. 
Prior to 1995, Mr. Kinnard was a partner in the law firm of Baker,
Worthington, Crossley, Stansberry & Woolf (now known as Baker,
Donelson, Bearman & Caldwell).

   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 28, 1999.

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 28, 1999.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
       During the year ended September 30, 1998, the following
officers and/or directors of the Company were also officers and/or
directors of Matlack Systems, Inc.; Patrick J. Bagley, 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, 1998.  

       The following officers and/or directors of the Company were
also officers and/or directors of Dover Downs Entertainment, Inc.;
Patrick J. Bagley, Michael B. Kinnard, John W. Rollins, John W.
Rollins, Jr. and Henry B. Tippie.  John W. Rollins owns directly and of
record 33.7% of the outstanding shares of Common Stock of Dover Downs
Entertainment, Inc. at October 31, 1998.  

       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 1998 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 30, 1997, 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)(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)(e)  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)(f)  Ninth Supplemental Collateral Trust Indenture dated
               December 1, 1991 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)  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)(h)  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.

       (4)(i)  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)(j)  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)(k)  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)(l)  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)(m)  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)(n)  RLC CORP. (now known as Rollins Truck Leasing Corp.)
               Rights Agreement dated as of June 14, 1989 as last
               amended on February 13, 1998.

       (4)(o)  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.

       (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, 1998.

       (23)    Consent of KPMG Peat Marwick LLP, Independent Auditors,
               providing for incorporation by reference of their report
               dated October 27, 1998 into Registration Statement No.
               333-21835 filed on Form S-3.

       (27)(a) Rollins Truck Leasing Corp. Financial Data Schedule at
               September 30, 1998.

           (b) Restated Rollins Truck Leasing Corp. Financial Data
               Schedule for the Quarter ended March 31, 1998.

           (c) Restated Rollins Truck Leasing Corp. Financial Data
               Schedule for the Quarter ended December 31, 1997.

           (d) Restated Rollins Truck Leasing Corp. Financial Data
               Schedule for the Year ended September 30, 1997.

           (e) Restated Rollins Truck Leasing Corp. Financial Data
               Schedule for the Quarter ended June 30, 1997.

           (f) Restated Rollins Truck Leasing Corp. Financial Data
               Schedule for the Quarter ended March 31, 1997.

           (g) Restated Rollins Truck Leasing Corp. Financial Data
               Schedule for the Quarter ended December 31, 1996.

           (h) Restated Rollins Truck Leasing Corp. Financial Data
               Schedule for the Year ended September 30, 1996.

(b) Reports on Form 8-K.

    None.
<PAGE>
                             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 9, 1998        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:



/s/ Patrick J. Bagley  Vice President-Finance      December 9, 1998
Patrick J. Bagley      and Treasurer
                       Chief Financial Officer
                       Chief Accounting Officer
                       Director

/s/ John W. Rollins    Chairman of the Board       December 9, 1998
John W. Rollins        and Chief Executive Officer


/s/ Gary W. Rollins    Director                    December 9, 1998
Gary W. Rollins


/s/ Henry B. Tippie    Chairman of the Executive   December 9, 1998
Henry B. Tippie        Committee and Vice Chairman
                       of the Board

      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
 
(1) Consolidated
                                                            Page(s)
    Independent Auditors' Report on Financial Statements
      and Financial Statement Schedules                       19

    Consolidated Statement of Earnings for the years
      ended September 30, 1998, 1997 and 1996                 20

    Consolidated Balance Sheet at September 30, 1998 
      and 1997                                                21

    Consolidated Statement of Cash Flows for the years
      ended September 30, 1998, 1997 and 1996                 22

    Notes to the Consolidated Financial Statements          24 to 35

                                                                      
            
(2) Financial Statement Schedules

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

      Balance Sheet at September 30, 1998 and 1997            36

      Statement of Earnings for the years ended 
        September 30, 1998, 1997 and 1996                     38

      Statement of Cash Flows for the years ended
        September 30, 1998, 1997 and 1996                     39

      Notes to the Financial Statements                       41

    Rollins Truck Leasing Corp. and Subsidiaries Consolidated

      Schedule II - Valuation and Qualifying Accounts 
          for the years ended September 30, 1998, 
          1997 and 1996                                       42

  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.<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 consolidated 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,
1998 and 1997, and the results of their operations and their cash flows
for each of the years in the three-year period ended September 30,
1998, 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 Peat Marwick LLP

Philadelphia, Pennsylvania
October 27, 1998


<PAGE>
CONSOLIDATED STATEMENT OF EARNINGS

                                       Year Ended September 30,    
                          1998           1997           1996       
Revenues                  $610,157,000   $556,704,000   $513,779,000
Expenses
 Operating                 244,260,000    228,957,000    211,919,000
 Depreciation              183,465,000    170,039,000    158,407,000
 Gain on sale of property 
  and equipment             (9,787,000)   (12,230,000)    (7,950,000)
 Selling and administrative 55,530,000     50,457,000     47,995,000
                           473,468,000    437,223,000    410,371,000

Operating earnings         136,689,000    119,481,000    103,408,000
Interest expense            51,586,000     49,270,000     47,481,000
Earnings before 
 income taxes               85,103,000     70,211,000     55,927,000
Income taxes                33,080,000     27,417,000     21,811,000

Net earnings              $ 52,023,000   $ 42,794,000   $ 34,116,000

Earnings per share (1)
        Basic             $        .86   $        .68   $        .52
        Diluted           $        .85   $        .68   $        .52

Average common shares and equivalents outstanding (1)
        Basic               60,340,000     62,681,000     65,076,000
        Diluted             61,130,000     63,362,000     65,595,000


(1) Adjusted for the three-for-two common stock split distributed on
    March 16, 1998.



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

CONSOLIDATED BALANCE SHEET

                                     September 30,                 
                                     1998            1997          
                          ASSETS
Current assets
 Cash                                $   27,015,000  $   17,637,000
 Accounts receivable, net of
  allowance for doubtful accounts: 
  1998-$2,452,000; 1997-$2,126,000       75,227,000      71,165,000
 Inventories                              7,394,000       8,659,000
 Prepaid expenses                        18,056,000      15,465,000
 Refundable income taxes                      -             965,000
 Deferred income taxes                    7,034,000       7,152,000
  Total current assets                  134,726,000     121,043,000
Equipment on operating leases, net      924,887,000     847,910,000
Other property and equipment, net       219,343,000     204,745,000
Excess of cost over net assets of 
 businesses acquired                     11,816,000      12,156,000
Other assets                              5,761,000       5,937,000
  Total assets                       $1,296,533,000  $1,191,791,000

                  LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities (excluding equipment financing obligations)
 Accounts payable                    $   12,246,000  $   10,451,000
 Accrued liabilities                     52,023,000      51,952,000
 Income taxes payable                     1,292,000          -     
  Total current liabilities              65,561,000      62,403,000
Equipment financing obligations 
 including maturities due within
 one year: 1998-$51,699,000; 
 1997-$26,557,000                       749,876,000     671,822,000
Other liabilities                        14,144,000      13,955,000
Deferred income taxes                   174,908,000     154,937,000

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

Shareholders' equity
 Common stock, $1 par value,
  outstanding: 1998-58,799,281 shares; 
  1997-61,601,112 shares                 58,799,000      41,067,000
 Additional paid-in capital                  11,000         274,000
 Retained earnings                      233,234,000     247,333,000
  Total shareholders' equity            292,044,000     288,674,000
  Total liabilities and 
  shareholders' equity               $1,296,533,000  $1,191,791,000



The Notes to the Consolidated Financial Statements are an integral part
of these statements.<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS


                                       Year Ended September 30,       
                         1998           1997           1996
Cash flows from 
 operating activities
 Net earnings            $  52,023,000  $  42,794,000  $  34,116,000
 Adjustments to reconcile 
  net earnings to net
  cash provided by 
  operating activities:
  Depreciation and 
    amortization           183,805,000    170,380,000    158,738,000
  Net gain on sale of 
  property and equipment    (9,787,000)   (12,230,000)    (7,950,000)
  Changes in assets and 
  liabilities:
    Accounts receivable     (4,062,000)    (8,776,000)    (5,443,000)
    Accounts payable and 
    accrued liabilities      1,866,000      8,787,000      2,210,000
    Current and deferred 
    income taxes            22,346,000     18,866,000     20,032,000
        Other, net            (961,000)     1,754,000        666,000
  Net cash provided by 
  operating activities     245,230,000    221,575,000    202,369,000

Cash flows from 
investing activities
 Purchase of property 
 and equipment            (332,779,000)  (303,058,000)  (297,339,000)
 Proceeds from sales 
 of equipment               67,526,000     75,621,000     63,090,000
 Excess of cost over 
 net assets of business 
 acquired                       -              -          (1,150,000)
  Net cash used in 
  investing activities    (265,253,000)  (227,437,000)  (235,399,000)

Cash flows from 
financing activities
 Proceeds of equipment 
 financing obligations     186,930,000    140,150,000    171,406,000
 Repayment of equipment 
 financing obligations    (108,876,000)  (109,690,000)  (104,256,000)
 Payment of dividends       (9,244,000)    (8,353,000)    (7,974,000)
 Proceeds of stock 
 options exercised           2,051,000        818,000        540,000
 Common stock acquired 
 and retired               (41,367,000)   (30,633,000)   (18,187,000)
 Other                         (93,000)        -               -     
  Net cash provided by 
  (used in) financing 
  activities                29,401,000     (7,708,000)    41,529,000

Net increase (decrease) 
in cash                      9,378,000    (13,570,000)     8,499,000
Cash beginning of period    17,637,000     31,207,000     22,708,000
Cash end of period       $  27,015,000  $  17,637,000  $  31,207,000

Supplemental information
 Interest paid           $  48,549,000  $  49,212,000  $  47,008,000
 Income taxes paid       $  10,734,000  $   8,551,000  $   1,779,000



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

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 transportation and logistics systems.  All of the Company's
operations currently are conducted within the United States.

  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:

                            1998          1997         1996     
        Basic EPS           60,340,000    62,681,000   65,076,000
        Effect of options      790,000       681,000      519,000
        Diluted EPS         61,130,000    63,362,000   65,595,000

  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 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 twelve 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.

  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, 1998.

  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.

Equipment on Operating Leases
  The Company's investment in equipment on operating leases is as
follows:
                                                      
                                            September 30,           
                                    1998              1997          
Transportation equipment            $1,402,267,000    $1,265,407,000
Less accumulated depreciation         (477,380,000)     (417,497,000)
                                    $  924,887,000    $  847,910,000

  Commitments for the purchase of transportation equipment amounted to
$166,117,000 at September 30, 1998.

  At September 30, 1998, minimum future revenues from non-cancelable
leases are as follows:

Year Ending September 30,                                           
1999                                                  $235,809,000
2000                                                   196,112,000
2001                                                   153,835,000
2002                                                   113,522,000
2003                                                    72,084,000
Later years                                             61,290,000  
Total future minimum lease revenues                   $832,652,000  

Other Property and Equipment
  The Company's other property and equipment accounts are as follows:
                                                                    
                                            September 30,           
                                    1998              1997          
Land                                $ 61,190,000      $ 54,062,000
Transportation service facilities    205,923,000       188,628,000
Other operating assets                39,964,000        38,018,000
Less accumulated depreciation        (87,734,000)      (75,963,000) 
                                    $219,343,000      $204,745,000  

Accrued Liabilities
 Accrued liabilities are as follows:
                                            September 30,           
                                    1998              1997          
Employee compensation               $15,018,000       $12,619,000
Interest                              7,451,000         6,736,000
Taxes other than income              12,684,000        12,422,000
Insurance reserves                    6,781,000         7,482,000
Environmental                         3,213,000         2,769,000
Unbilled services and supplies        2,662,000         6,674,000
Other                                 4,214,000         3,250,000   
                                    $52,023,000       $51,952,000   

Equipment Financing Obligations
 Equipment financing obligations are as follows:
                                            September 30,           
                                      1998             1997         
 Revolving Credit Agreement           $    -           $ 16,500,000
 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       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            -     

 Capital lease obligations              66,330,000       39,389,000

 Other equipment financing obligations  38,546,000       45,933,000 
                                      $749,876,000     $671,822,000 

 Credit available under the revolving credit facilities (the
"Revolver") provided by two banks amounted to $100,000,000 at September
30, 1998.  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 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 $238,532,000 at September 30, 1998.  

 The Collateral Trust Debentures are secured by notes from Rollins
Leasing Corp.  

 Capital lease obligations due within one year totaled $8,052,000 at
September 30, 1998 with the balance payable through 2008.  Interest
rates on these obligations averaged 5.4% at September 30, 1998.  The
capital lease obligations are collateralized by certain leasing
equipment.

 Other equipment financing obligations due within one year totaled
$13,647,000 at September 30, 1998 with the balance payable through
2002.  Interest rates on these obligations averaged 6.3% at September
30, 1998.  The other equipment financing obligations are collateralized
by certain leasing equipment.  

 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, 1998, the estimated
fair value of the Company's Collateral Trust Debentures was
$667,125,000 compared with the recorded book amount of $645,000,000. 
The fair value of the remaining $104,876,000 of equipment indebtedness
approximates its recorded amount.

 The aggregate amounts of maturities for all indebtedness over the next
five years are as follows:  1999-$51,699,000; 2000-$66,113,000; 2001-
$136,417,000; 2002-$112,832,000 and 2003-$80,840,000.

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,       
                                       1998           1997         
Actuarial present value of                                          
 accumulated benefit obligation:
        Vested                         $42,348,000    $34,404,000
        Non-vested                       3,588,000      2,567,000  
                                       $45,936,000    $36,971,000  
Projected benefit obligation           $56,189,000    $43,679,000
Plan assets at market value             48,703,000     53,466,000  
Projected benefit obligation in excess
 of (under) plan assets                  7,486,000     (9,787,000)
Unrecognized (loss) gain                (2,758,000)    14,721,000
Unrecognized prior service costs          (639,000)      (678,000)
Unrecognized overfunding at adoption       140,000        211,000  
Accrued pension liability              $ 4,229,000    $ 4,467,000  
 
 At September 30, 1998, the assets of the pension plans were invested
73% in equity securities, 23% in fixed income securities and the
balance in other short-term interest bearing accounts.

 The discount rate was 7.0% in 1998 and 8.0% for both 1997 and 1996. 
The rate of assumed compensation increase and the expected long-term
rate of return on assets for 1998, 1997 and 1996 were 5.0% and 9.0%,
respectively.

 The components of net periodic pension cost are as follows:

                                      Year Ended September 30,      
                              1998         1997         1996        
Service cost                  $ 3,449,000  $ 2,735,000  $ 2,555,000
Interest cost                   3,415,000    2,969,000    2,727,000
Loss (return) on plan assets    4,976,000  (13,043,000)  (3,659,000)
Net amortization and deferral (10,378,000)   9,330,000      244,000 
Net periodic pension cost     $ 1,462,000  $ 1,991,000  $ 1,867,000 

 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 $119,000 in 1998, $129,000 in
1997 and $85,000 in 1996.  The actuarial present value of accumulated
plan benefits and net assets available for benefits to employees under
these plans are not available.

<TABLE>
Shareholders' Equity
 Changes in the components of shareholders' equity are as follows:
<CAPTION>
<S>                                           <C>             <C>             <C>                  
                                              $1 Par Value    Additional   
                                              Common          Paid-in         Retained   
                                              Stock           Capital         Earnings      
Balance at September 30, 1995                 $44,955,000     $11,453,000     $219,145,000
Net earnings                                                                    34,116,000
Dividends on common stock, $.12 per share                                       (7,974,000)
Common stock acquired and retired              (1,746,000)    (11,818,000)      (4,623,000) 
Exercise of stock options                         175,000         365,000                   
Balance at September 30, 1996                  43,384,000           -          240,664,000
Net earnings                                                                    42,794,000
Dividends on common stock, $.13 per share                                       (8,353,000)
Common stock acquired and retired              (2,484,000)       (377,000)     (27,772,000)
Exercise of stock options                         167,000         651,000                   
Balance at September 30, 1997                  41,067,000         274,000      247,333,000
Net earnings                                                                    52,023,000
Dividends on common stock, $.15 per share                                       (9,244,000)
Common stock acquired and retired              (3,091,000)     (1,937,000)     (36,339,000)
Exercise of stock options                         377,000       1,674,000                   
Three-for-two common stock split               20,446,000                      (20,539,000) 
Balance at September 30, 1998                 $58,799,000     $    11,000     $233,234,000  

        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, 1999 unless earlier redeemed by the Company at a price of $.0030 per Right.
</TABLE>

<TABLE>
<PAGE>
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 1998, 1997 and 1996 would have been reduced to
$51,365,000 ($.84 per diluted share), $42,524,000 ($.67 per diluted share) and $33,876,000 ($.52
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.

  As of September 30, stock option activity under the Company's plans, as adjusted for the March
16, 1998 three-for-two common stock split, is as follows:

<CAPTION>
<S>                     <C>         <C>         <C>        <C>         <C>         <C>            
                                 1998                      1997                    1996    
                                    Weighted               Weighted                Weighted
                                    Average                Average                 Average
                                    Exercise               Exercise                Exercise
                        Shares      Price       Shares     Price        Shares     Price   
Outstanding at
  beginning of year     2,203,072   $ 6.57      2,374,119   $ 5.91      1,990,160   $ 5.27
Granted                   721,900    10.73        150,000    10.83        722,700     6.34
Exercised                (478,919)    4.28       (250,904)    3.26       (262,884)    2.05
Expired or cancelled     (159,298)    7.53        (70,143)    5.26        (75,857)    7.13 
Outstanding at
  September 30          2,286,755   $ 8.30      2,203,072   $ 6.57      2,374,119   $  5.91
Exercisable at
  September 30            774,797   $ 6.85        984,880   $ 5.64        935,282   $  4.57

     The weighted average fair value of options granted during 1998, 1997 and 1996 was $3.20,
$3.43 and $2.24, 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 1998, 1997 and 1996, respectively:  risk-free interest rates of 4.3%, 6.1% and 6.0%; dividend
yields of 1.7%, 1.9% and 1.6%; expected volatility of .26, .26 and .27 and a weighted average
expected life of the option of 7 years, 6 years and 7 years.
</TABLE>

<TABLE>
     The following table summarizes information regarding stock options outstanding and
exercisable at September 30, 1998:
<CAPTION>

                  Options Outstanding                                    Options Exercisable    
<S>  <C>               <C>           <C>            <C>             <C>            <C>                    
                       Weighted
                       Average       Weighted                                      Weighted
     Range of          Remaining     Average                                       Average
     Exercise          Number        Contractual    Exercise        Number         Exercise
     Prices            Outstanding   Life           Price           Exercisable    Price   
     $5.04 - $ 6.33       745,557    3.2 years      $6.00            345,957        $5.62
     $7.33 - $10.88     1,541,198    4.4 years      $9.41            428,840        $7.85

  At September 30, 1998, a total of 1,382,150 shares of common stock were available for future
grants.
</TABLE>

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 16 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, 1998 are as follows:

Year Ending September 30,                                         
1999                                         $ 6,946,000
2000                                           3,568,000
2001                                           2,193,000
2002                                           1,818,000
2003                                           1,330,000
Later years                                    2,611,000          
Total minimum payments required              $18,466,000          

     Total rent expense for all operating leases except those with
terms of one month or less was $7,919,000 in 1998, $7,624,000 in 1997
and $7,604,000 in 1996.

Income Taxes
     The tax provisions for the three years ended September 30, 1998
are comprised as follows:      

                                       Year Ended September 30,     
                              1998         1997         1996        
Current:
 Federal                      $11,113,000  $ 8,345,000  $ 2,514,000
 State                          1,824,000      747,000       15,000
Deferred:        
 Federal                       17,507,000   15,138,000   16,413,000
 State                          2,636,000    3,187,000    2,869,000 
 Total income taxes           $33,080,000  $27,417,000  $21,811,000 

 A reconciliation of the tax provisions for the three years ended
September 30, 1998 with amounts calculated by applying the statutory
federal tax rate to earnings before income taxes for those years is as
follows:
                                       Year Ended September 30,     
                              1998         1997         1996        
Federal tax                   $29,786,000  $24,574,000  $19,574,000
State taxes, net of 
  federal benefit               2,899,000    2,557,000    1,875,000
Other                             395,000      286,000      362,000 
Total income taxes            $33,080,000  $27,417,000  $21,811,000 

 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:

                                            September 30            
                                        1998            1997        
Depreciation                            $193,303,000    $172,922,000
Expenses deductible when paid            (11,522,000)    (10,960,000)
Alternative minimum tax 
  credit carryforward                    (14,130,000)    (14,411,000)
Other                                        223,000         234,000
Deferred income taxes, net              $167,874,000    $147,785,000

 At September 30, 1998, the Company had alternative minimum tax credit
carryforwards of $14,130,000 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.

Commitments and Contingent Liabilities
 There are various routine claims and legal actions pending against the
Company incidental to the ordinary operation of its 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.

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.

 The Company provided administrative services and rented office space
to Matlack Systems, Inc. for aggregate charges of $4,401,000 in 1998,
$3,600,000 in 1997 and $3,542,000 in 1996, 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 $430,000 in 1998, $204,000
in 1997 and $72,000 in 1996, 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 $12,897,000 in 1998, $12,497,000 in 1997 and
$10,892,000 in 1996.

 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.

<TABLE>
<CAPTION>
Quarterly Results (Unaudited)                                                               
<S>                               <C>            <C>            <C>            <C>          
                                  December       March          June           September  
 1998                             31             31             30             30        
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 (1)    $        .21   $        .16   $        .23   $        .26

                                  December       March          June           September  
 1997                             31             31             30             30           
Revenues                          $133,697,000   $132,376,000   $142,095,000   $148,536,000
Gross profit                      $ 39,706,000   $ 36,752,000   $ 44,741,000   $ 48,739,000
Earnings before income taxes      $ 16,104,000   $ 12,503,000   $ 19,213,000   $ 22,391,000
Net earnings                      $  9,823,000   $  7,628,000   $ 11,767,000   $ 13,576,000
Earnings per diluted share (1)    $        .15   $        .12   $        .19   $        .22 

(1)     Adjusted for the three-for-two common stock split distributed on March 16, 1998.<PAGE>
            
</TABLE>

SCHEDULE I - Condensed Financial Information


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

                 Assets                            September 30,   
                                             1998          1997
Current assets (excluding notes 
  receivable from subsidiaries)
  Cash                                       $   11,791    $   1,173
  Accounts receivable                             2,761          121
  Accounts receivable from subsidiaries*             72           20
  Other current assets                              559           76
        Total current assets                     15,183        1,390
Notes receivable from subsidiary*               645,000      570,000
Investments in subsidiaries, at equity*         330,709      309,310
Advances to subsidiaries*                        15,275       14,627
Property and equipment, at cost, 
  net of accumulated depreciation                   854          933
Other assets                                        150          183
Deferred income taxes                               481          189
        Total assets                         $1,007,652    $ 896,632

      Liabilities and Shareholders' Equity
Current liabilities      
  Accounts payable to subsidiaries*          $       15    $      14
  Accounts payable to others                        649          189
  Accrued liabilities                             2,132        1,531
  Income taxes payable                              (97)         895
        Total current liabilities                 2,699        2,629
Collateral Trust Debentures               
    10.35 % Series  I, due 2000                  50,000       50,000
    8 5/8%     Series J, due 1998                   30,000       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         -   
Advances from subsidiaries*                      67,399       34,869
Other liabilities                                   510          460
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: 
    1998: 58,799,281; 1997: 61,601,112           58,799       41,067
  Additional paid-in capital                         11          274
  Retained earnings                             233,234      247,333
    Total shareholders' equity                  292,044      288,674
    Total liabilities and 
    shareholders' equity                     $1,007,652    $ 896,632
* Eliminated in consolidation.

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

            SCHEDULE I - Condensed Financial Information
                             (continued)

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


                                        Year Ended September 30,     
                                      1998       1997       1996   

Revenues: 
    Dividends from subsidiaries       $30,000    $15,150    $12,300
    Other income                        8,200      7,191      6,322
                                       38,200     22,341     18,622

Expenses:
    Administrative                      4,541      4,571      2,930
    Depreciation and amortization         279        265        254
                                        4,820      4,836      3,184

Earnings before interest 
  and income taxes                     33,380     17,505     15,438

Interest income                        44,708     43,286     40,085
Interest expense                      (47,031)   (44,888)   (40,307)

Earnings before income taxes           31,057     15,903     15,216

Income taxes                              512        297      1,089

Net earnings of Rollins Truck 
  Leasing Corp.                        30,545     15,606     14,127

Equity in undistributed net earnings
    of subsidiaries                    21,478     27,188     19,989

Net earnings                          $52,023    $42,794    $34,116


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

            SCHEDULE I - Condensed Financial Information
                             (continued)

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

                                        Year Ended September 30,   
                                      1998       1997       1996   
Cash flows from operating activities:
  Earnings prior to equity in
    subsidiaries' undistributed 
    earnings                          $30,545    $15,606    $ 14,127

  Adjustments to reconcile earnings 
    to net cash provided by operating 
    activities:
    Depreciation and amortization         279        265         254
    Changes in assets and liabilities:
      Accounts receivable              (2,691)      (123)         55
      Accounts payable and 
      accrued liabilities               1,063        798         256
      Current and deferred 
      income taxes                     (1,283)    (1,419)        215
        Other, net                       (403)       223         318
    Net cash provided by 
    operating activities               27,510     15,350      15,225

  Cash flows from investing activities:
    Purchase of equipment                (128)       (18)       (367)
    Proceeds from sale of equipment         7        -          -   
    Net cash used in investing 
    activities                           (121)       (18)       (367)

  Cash flows from financing activities:
    Proceeds of equipment 
    financing obligations              75,000     89,500     144,300
    Notes receivable from subsidiary  (75,000)   (75,000)   (135,000)
    Repayment of note by subsidiary       -       50,000      75,000
    Repayment of equipment 
    financing obligations                 -      (67,500)    (81,300)
    Payment of dividends               (9,244)    (8,353)     (7,974)
    Proceeds of stock options 
    exercised                           2,051        818         540
    Common stock acquired and retired (41,367)   (30,633)    (18,187)
    Subsidiary advances and payments   31,882     25,754       8,158
    Other                                 (93)       -         -    
    Net cash used in financing 
    activities                        (16,771)   (15,414)    (14,463)
    Net increase (decrease) in cash    10,618        (82)        395
    Cash beginning of period            1,173      1,255         860

    Cash end of period                $11,791    $ 1,173    $  1,255

Supplemental information:

  Interest paid                       $43,528    $42,934    $ 39,377
  Income taxes paid                   $ 9,595    $ 8,000    $  1,655



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

            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 1998 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
$238,532,000 at September 30, 1998.  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 1998 Annual Report on Form 10-K), was $44,547,000,
$43,286,000 and $40,085,000 in 1998, 1997 and 1996, respectively.

Commitments and Contingencies
  The Company is obligated to a subsidiary for $316,000 annually
($711,000 in the aggregate) of future rentals under a lease to 2001. 
Rent expense was $302,000 in 1998, $284,000 in 1997 and $345,000 in
1996.

  Commitments of the Company have been collateralized by bank letters
of credit issued on behalf of the Company in the amount of $7,750,000.

  The aggregate amounts of maturities for the Collateral Trust
Debentures during the next five years are as follows: 1999 -
$30,000,000; 2000 - $50,000,000; 2001 - $120,000,000; 2002 -
$100,000,000 and 2003 - $70,000,000.

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


1996:       Allowance for 
            doubtful accounts     $1,635      $2,207       $448 (1)    $2,362 (2)   $1,928



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

<PAGE>

                     ROLLINS TRUCK LEASING CORP.

                        Exhibits to Form 10-K

              For Fiscal Year Ended September 30, 1998


  Index to Exhibits  

  Exhibit (4)(n) RLC CORP. (now known as Rollins Truck Leasing
                 Corp.) Rights Agreement dated as of June 14, 1989
                 as last amended on February 13, 1998.

  Exhibit (4)(0) 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 and
                 by the Eighth Supplemental Indenture 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 21     Rollins Truck Leasing Corp. Subsidiaries at
                 September 30, 1998

  Exhibit 23     Consent of Independent Auditors

  Exhibit 27(a)  Rollins Truck Leasing Corp. Financial Data Schedule
                 at September 30, 1998

  Exhibit 27(b)  Restated Rollins Truck Leasing Corp. Financial Data
                 Schedule for the Quarter ended March 31, 1998.

  Exhibit 27(c)  Restated Rollins Truck Leasing Corp. Financial Data
                 Schedule for the Quarter ended December 31, 1997.

  Exhibit 27(d)  Restated Rollins Truck Leasing Corp. Financial Data
                 Schedule for the Year ended September 30, 1997.

  Exhibit 27(e)  Restated Rollins Truck Leasing Corp. Financial Data
                 Schedule for the Quarter ended June 30, 1997.

  Exhibit 27(f)  Restated Rollins Truck Leasing Corp. Financial Data
                 Schedule for the Quarter ended March 31, 1997.

  Exhibit 27(g)  Restated Rollins Truck Leasing Corp. Financial Data
                 Schedule for the Quarter ended December 31, 1996.

  Exhibit 27(h)  Restated Rollins Truck Leasing Corp. Financial Data
                 Schedule for the Year ended September 30, 1996.

<PAGE>
                                                           Exhibit 21




                     ROLLINS TRUCK LEASING CORP.
          Subsidiaries of Registrant at September 30, 1998




                                               JURISDICTION OF
        NAME                                   INCORPORATION

        Rollins Logistics Inc.                    Delaware

        Rollins Leasing Corp.                     Delaware

        Rollins Properties, Inc.                  Delaware

        Transrisk, Limited                        Bermuda

        Concord Administrative Services, Inc.     Delaware

<PAGE>
                                                           Exhibit 23

                 Consent of Independent Accountants

The Board of Directors
Rollins Truck Leasing Corp.:


        We consent to incorporation by reference in the registration
statement (No. 333-21835) on Form S-3 of Rollins Truck Leasing Corp. of
our report dated October 27, 1998, relating to the consolidated balance
sheets of Rollins Truck Leasing Corp. and subsidiaries as of September
30, 1998 and 1997 and the related consolidated statements of earnings
and cash flows and related financial statement schedules for each of
the years in the three-year period ended September 30, 1998, which
report appears in the 1998 Annual Report on Form 10-K of Rollins Truck
Leasing Corp.






                               KPMG Peat Marwick LLP


Philadelphia, Pennsylvania
December 8, 1998


<PAGE>
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