SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

Payment of Filing Fee (Check the appropriate box):

RPC, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

2170 Piedmont Road, NE, Atlanta, Georgia 30324

TO THE HOLDERS OF THE COMMON STOCK:

        PLEASE TAKE NOTICE that the 2002 Annual Meeting of Stockholders of RPC, Inc., a Delaware corporation ("RPC" or "the Company"), will be held at the Company's offices located at 2170 Piedmont Road, NE, Atlanta, Georgia, on Tuesday, April 23, 2002, at 9:20 A.M., or any adjournment thereof, for the following purposes:

(1)

To elect three Class I directors to the Board of Directors;



(2)

To transact such other business as may properly come before the meeting or any adjournment thereof.

        The Proxy Statement dated March 18, 2002 is attached.

        The Board of Directors has fixed the close of business on February 26, 2002 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting.

        Stockholders who do not expect to be present at the meeting are urged to complete, date, sign and return the enclosed proxy. No postage is required if the enclosed envelope is mailed in the United States.

  BY ORDER OF THE BOARD OF DIRECTORS



  Linda H. Graham, Secretary

Atlanta, Georgia
March 18, 2002

PROXY STATEMENT

        This Proxy Statement and a form of proxy were first mailed to stockholders on or about March 22, 2002. The following information concerning the enclosed proxy and the matters to be acted upon at the Annual Meeting of Stockholders to be held on April 23, 2002, is submitted by the Company to the stockholders for their information.

SOLICITATION OF AND POWER TO REVOKE PROXY

        A form of proxy is enclosed. Each proxy submitted will be voted as directed, but if not otherwise specified, proxies solicited by the Board of Directors of the Company will be voted in favor of the candidates for election to the Board of Directors.

        A stockholder executing and delivering a proxy has power to revoke the same and the authority thereby given at any time prior to the exercise of such authority if he so elects, by contacting either proxyholder.

CAPITAL STOCK

        The outstanding capital stock of the Company on February 26, 2002 consisted of 28,704,075 shares of Common Stock, par value $0.10 per share. Holders of Common Stock are entitled to one vote (non-cumulative) for each share of such stock registered in their respective names at the close of business on February 26, 2002, the record date for determining stockholders entitled to notice of and to vote at the meeting or any adjournment thereof.

        A majority of the outstanding shares will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum for the transaction of business. In accordance with General Corporation Law of the state of Delaware, the election of the nominees named herein as Directors will require the affirmative vote of a plurality of the votes cast by the shares of Company Common Stock entitled to vote in the election provided that a quorum is present at the Annual Meeting. In the case of a plurality vote requirement (as in the election of directors), where no particular percentage vote is required, the outcome is solely a matter of comparing the number of votes cast for each nominee, and hence only votes for director nominees (and not abstentions or broker non-votes) are relevant to the outcome.

        The executives named in the Summary Compensation Table, all of the directors of the Company and the name and address of each stockholder who owned beneficially five percent (5%) or more of the shares of Common Stock of the Company on February 26, 2002, together with the number of shares so owned and the percentage of outstanding shares that ownership represents, and information as to

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Common Stock ownership of the executive officers and directors of the Company as a group (according to information received by the Company), is set out below:

**

Less than one percent

(1)

Except as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power.

(2)

Based on Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2002.

(3)

Includes 514,702 shares of Common Stock held as Trustee, Guardian, or Custodian for his children or as Custodian for the children of his brother, Gary W. Rollins. Also includes 1,385,560 shares of Common Stock in four trusts of which he is a Co-Trustee and as to which Mr. Rollins shares voting and investment power. Also includes 12,493,828 shares owned by LOR, Inc. Mr. Rollins is an officer, director and stockholder of LOR, Inc. Also includes 345,600 shares owned by Rollins Holding Company, Inc. Mr. Rollins is an officer, director and stockholder of Rollins Holding Company, Inc. Also includes 77,482 shares held by Rollins Investment Fund, a Georgia general partnership, of which Mr. Rollins is a general partner. Also includes 73,430 shares held by RWR Investment Partnership, a Georgia limited partnership, of which Mr. Rollins is a

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general partner. Does not include 24,473 shares of Common Stock held by his wife, in which Mr. Rollins disclaims any beneficial interest.

(4)

Includes 418,861 shares of Common Stock held as Trustee or Custodian for his children or as Custodian for the children of his brother, R. Randall Rollins. Also includes 1,358,680 shares of Common Stock in four trusts of which he is Co-Trustee and as to which he shares voting and investment power. Also includes 12,493,828 shares owned by LOR, Inc. Mr. Rollins is an officer, director and stockholder of LOR, Inc. Also includes 345,600 shares owned by Rollins Holding Company, Inc. Mr. Rollins is an officer, director and stockholder of Rollins Holding Company, Inc. Also includes 307,664 shares held by Rollins Investment Fund, a Georgia general partnership, of which Mr. Rollins is a general partner. Does not include 100,004 shares of Common Stock held by his wife, in which Mr. Rollins disclaims any beneficial interest.

(5)

Includes 133,195 shares subject to options that are currently exercisable or that become exercisable within 60 days of the date hereof, and 131,913 shares of restricted stock awards.

(6)

Mr. Moss retired as an Executive Vice President of RPC, effective July 1, 2001, at which time the Compensation Committee waived additional vesting requirements on 28,800 shares of restricted stock held in escrow. Such shares would have vested at various times between July, 2001 and April, 2004.

(7)

Includes 14,773 shares subject to options that are currently exercisable or that become exercisable within 60 days of the date hereof, and 17,405 shares of restricted stock awards.

(8)

Includes 22,525 shares subject to options that are currently exercisable or that become exercisable within 60 days of the date hereof, and 30,305 shares of restricted stock awards.

(9)

Includes 1,408,280 shares of common stock held in trusts of which he is a Trustee or Co-Trustee and as to which he shares voting and investment power. Does not include 12,408 shares held by the Estate of John W. Rollins; Mr. Tippie is the executor of the estate.

(10)

Includes 40,000 shares of restricted stock awards.

(11)

Shares held in trusts as to which more than one officer and/or director are Co-Trustees have been included only once. Includes an aggregate of 390,116 shares which may be purchased by three executive officers upon exercise of options that are currently exercisable or that become exercisable within 60 days of the date hereof, or restricted stock grants awarded to or earned by them pursuant to the Company's 1984 Incentive Stock Option Plan and 1994 Employee Stock Incentive Plan.

ELECTION OF DIRECTORS

        At the Annual Meeting, Messrs. R. Randall Rollins, Henry B. Tippie and James B. Williams will be nominated to serve as Class I directors. The directors in each class serve for a three year term. The director nominees will serve in their respective class until their successors are elected and qualified. Five other individuals serve as directors but are not standing for re-election because their terms as directors extend past this Annual Meeting pursuant to provisions of the Company's Bylaws which provide for the election of directors for staggered terms, with each director serving a three-year term. Unless authority is withheld, the proxy holders will vote for the election of each nominee named below as directors. Although management does not contemplate the possibility, in the event any nominee is not a candidate or is unable to serve as a director at the time of the election, unless authority is withheld, the proxies will be voted for any nominee who shall be designated by the present Board of Directors to fill such vacancy.

        The name and age of each of the three director nominees, his or her principal occupation, together with the number of shares of Common Stock beneficially owned, directly or indirectly, by him or her and the percentage of outstanding shares that ownership represents, all as of the close of business on February 26, 2002, (according to information received by the Company) are set out below. Similar information is also provided for those directors whose terms expire in future years. Each director was originally elected as a director shortly after incorporation of the Company in January 1984, with the exception of Messrs. Richard A. Hubbell and James A. Lane, Jr., who were elected as directors on January 27, 1987, and Ms. Linda H. Graham, who has served as Vice President and Secretary of RPC since January 27, 1987, who was elected as director on April 24, 2001.

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**

less than one percent

(1)

Unless otherwise noted, each of the directors has held the positions of responsibility set out in this column (but not necessarily his or her present title) for more than five years. In addition to the directorships listed in this column, the following individuals also serve on the boards of directors of the following companies: Henry B. Tippie: Dover Downs Entertainment, Inc. and SafetyKleen; James B. Williams: SunTrust Banks, Inc., The Coca-Cola Company, and Genuine Parts Company; R. Randall Rollins: SunTrust Banks, Inc., SunTrust Banks of Georgia and Dover Downs Entertainment, Inc. All of the directors shown in the above table are also directors of Marine Products Corporation and with the exception of Messrs. Hubbell and Lane and Ms. Graham are also directors of Rollins, Inc.

(2)

Except as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power.

(3)

R. Randall Rollins and Gary W. Rollins are brothers.

(4)

See information contained in footnote (3) to the table appearing in Capital Stock section.

(5)

See information contained in footnote (9) to the table appearing in Capital Stock section.

(6)

See information contained in footnote (5) to the table appearing in Capital Stock section.

(7)

See information contained in footnote (7) to the table appearing in Capital Stock section.

(8)

See information contained in footnote (4) to the table appearing in Capital Stock section.

(9)

See information contained in footnote (10) to the table appearing in Capital Stock section.

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BOARD OF DIRECTORS COMPENSATION, COMMITTEES AND MEETINGS

        During 2001, non-employee Directors received from the Company $1,000 for each meeting of the Board of Directors or committee they attended, plus $10,000 per year.

        The Audit Committee of the Board of Directors of the Company consists of Henry B. Tippie, Chairman, Wilton Looney and James B. Williams. The Audit Committee held six meetings during the fiscal year ended December 31, 2001. Its functions are described under the caption, "Report of the Audit Committee." The Compensation Committee of the Board of Directors of the Company consists of Henry B. Tippie, Chairman, Wilton Looney, and James B. Williams. It held two meetings during the fiscal year ended December 31, 2001. The function of the Compensation Committee is to review the compensation of R. Randall Rollins, Chairman and Chief Executive Officer, and recommend to the Board any changes to insure continued effectiveness. The Compensation Committee also administers the RPC, Inc. 1994 Employee Stock Incentive Plan. The Executive Committee of the Board of Directors consists of R. Randall Rollins and Gary W. Rollins. The Executive Committee had one meeting related to executive compensation during the year ended December 31, 2001. The function of the Executive Committee is to review the compensation for the Named Executives excluding R. Randall Rollins and recommend to the Board any changes to insure continued effectiveness and to take all permitted actions of the Board in its stead. The Board of Directors met five times during the fiscal year ended December 31, 2001. The Company does not have a nominating committee of the Board of Directors. No director attended fewer than 75 percent of the Board meetings and meetings of committees on which he or she served during 2001.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        None of the directors named above who serve on the Company's Compensation Committee are or have ever been employees of the Company. R. Randall Rollins and Gary W. Rollins serve on the Company's Executive Committee. R. Randall Rollins is an employee of the Company. R. Randall Rollins and Gary W. Rollins also serve on the executive committees of Rollins, Inc. and Marine Products Corporation. Richard A. Hubbell, who is an employee of the Company, also serves on the executive committee of Marine Products Corporation. These committees make certain decisions with respect to the compensation of the executive officers of those companies. Except as otherwise noted, no executive officer of the Company serves on a Compensation Committee of another company. R. Randall Rollins, an executive of the Company, serves on the Board of Directors of both SunTrust Banks, Inc. and SunTrust Banks of Georgia, a subsidiary of SunTrust Banks, Inc. Mr. Williams is the Chairman of the Executive Committee, SunTrust Banks, Inc. Mr. Rollins is not on the Compensation Committee of SunTrust Banks, Inc., or SunTrust Banks of Georgia. RPC maintains a significant banking relationship with SunTrust Bank of Georgia. All banking services provided to the Company by SunTrust Banks of Georgia are priced at market-competitive rates.

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EXECUTIVE COMPENSATION

        Shown below is information concerning the annual and long-term compensation for services in all capacities to the Company for the calendar years ended December 31, 2001, 2000 and 1999 of those persons who were at December 31, 2001 (i) the Chief Executive Officer and (ii) the most highly compensated executive officers of the Company whose total annual compensation exceeded $100,000, and the one person who would have been among the most highly compensated executive officers had he continued as an executive officer until the end of the year (the "Named Executives"):

SUMMARY COMPENSATION TABLE

(1)

The total number of shares held and their values on December 31, 2001 were as follows: Mr. Hubbell, 131,913 shares valued at $2,328,000, Ms. Graham, 18,918 shares valued at $334,000 of which 1,513 shares are subject to issuance upon meeting performance criteria as defined in the related Performance Restricted Stock Agreement and Mr. Palmer, 37,472 shares valued at $661,000 of which 10,167 shares are subject to issuance upon meeting performance criteria as defined in the related Performance Restricted Stock Agreement. The December 31, 2001 values are based on the closing stock market price of $17.65 and do not take into account any diminution of value attributable to vesting provisions on these shares. Time-Lapse Restricted Stock vests ten years from the date of grant. This stock is forfeited if the employment of the Named Executive terminates prior to vesting for reasons other than death, retirement or permanent disability. During these ten years, grantees receive all dividends declared and retain voting rights for the granted shares. Performance Restricted Stock is granted, but not earned and issued, until certain five year tiered performance criteria are met. The performance criteria are predetermined market prices of the Company's stock. On the date the stock appreciates to each level (determination date), 20 percent of performance shares are earned. Once earned, the stock vests five years from the determination date. After the determination date, the grantee will receive all dividends declared and also voting rights to the shares. During 2001, 17,600 shares and 2,400 shares of restricted stock vested and were released to Mr. Hubbell and Ms. Graham, respectively, and are not included in the year end holdings stated above.

(2)

Effective July 1, 1984, the Company adopted the RPC, Inc. 401(k) Plan ("401(k) Plan"), a qualified retirement plan designed to meet the requirements of Section 401(k) of the Internal Revenue Code. The 401(k) Plan provides for a matching contribution of forty cents ($0.40) for each one dollar ($1.00) of a participant's contribution to the 401(k) Plan, that does not exceed 3 percent of his or her annual compensation (which includes commissions, overtime and bonuses). A participant's voluntary pretax salary deferrals made under the 401(k) Plan are in lieu of payment of compensation to the participant. The amounts shown in this column represent the Company match for the Named Executives.

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(3)

Amounts have been adjusted pursuant to the spin-off in February 2001. One-third of the outstanding options as of the spin-off were surrendered for cancellation and replaced with options under the Marine Products 2001 Employee Stock Incentive Plan.

(4)

J.W. Moss retired from the Company in July, 2001 and is no longer an executive officer of the Company. All of his restricted stock awards were released to him upon his retirement.

OPTION/SAR GRANTS IN FISCAL YEAR 2001

        The following table sets forth stock options granted in the fiscal year ending December 31, 2001 to each of the Company's Named Executives. Employees of the Company and its subsidiaries are eligible for stock option grants based on individual performance. The table sets forth the hypothetical gains that would exist for the options at the end of their ten-year term, assuming compound rates of stock appreciation of five percent and ten percent. The actual future value of the option will depend on the market value of the Company's Common Stock. All option exercise prices are based on the market price on the grant date.

(1)

Options were granted on April 24, 2001 at a price of $13.10 per share. No Stock Appreciation Rights were granted to the Named Executives during 2001.

(2)

These amounts, based on assumed appreciation rates of five percent and 10 percent as prescribed by the Securities and Exchange Commission rules, are not intended to forecast possible future appreciation, if any, of the Company's stock price. These numbers do not take into account certain provisions of options providing for termination of the option following termination of employment, nontransferability or phased-in vesting. The Company did not use an alternative formula for a grant date valuation as it is not aware of any formula which will determine with reasonable accuracy a present value based on future unknown or volatile factors. Future compensation resulting from option grants is based solely on the performance of the Company's stock price.

(3)

Of the total options granted, 21,534 are non-qualified options. All of the options vest and become exercisable at predetermined percentages and expire after 10 years.

(4)

These Incentive Stock Options vest and become exercisable 20 percent each year and expire after 10 years.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 2001
AND YEAR-END OPTION/SAR VALUES

(1)

Based on the closing price of Company Common Stock on the New York Stock Exchange on December 31, 2001 of $17.65 per share.

8

REPORTS OF THE AUDIT, COMPENSATION AND EXECUTIVE COMMITTEES AND
PERFORMANCE GRAPH

        Notwithstanding anything to the contrary set forth in any of the Company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate other Company filings, including this Proxy Statement, in whole or in part, the following Report of the Audit Committee, Report of the Compensation Committee and Executive Committee on Executive Compensation and the Performance Graph included herein shall not be incorporated by reference into any such filings.

REPORT OF THE AUDIT COMMITTEE

        The Audit Committee of the Board of Directors is established pursuant to the Company's Bylaws and the Audit Committee Charter adopted by the Board of Directors on April 25, 2000. A copy of the Audit Committee Charter is attached to this Proxy Statement as Appendix A.

        Each member of the Audit Committee is independent in the judgement of the Company's Board of Directors and as required by the listing standards of the New York Stock Exchange.

        The Audit Committee of the Board of Directors of the Company has reviewed and discussed the consolidated financial statements of the Company and its subsidiaries to be set forth in the Company's 2001 Annual Report to stockholders and at Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2001, with management of the Company and Arthur Andersen LLP, independent public accountants for the Company.

        The Audit Committee has discussed with Arthur Andersen LLP the matters required to be discussed by Statement on Auditing Standards No. 61, "Communications with Audit Committees," as amended, which includes, among other items, matters relating to the conduct of an audit of the Company's financial statements.

        The Audit Committee has received the written disclosures and the letter from Arthur Andersen LLP required by Independence Standards Board Standard No.1, "Independence Discussions with Audit Committees" and has discussed with Arthur Andersen LLP its independence from the Company.

        Based on the review and discussions with management of the Company and Arthur Andersen LLP referred to above, the Audit Committee has recommended to the Board of Directors that the Company publish the consolidated financial statements of the Company and subsidiaries for the year ended December 31, 2001 in the Company's Annual Report on Form 10-K for the year ended December 31, 2001 and in the Company's 2001 Annual Report to Stockholders.

        It is not the duty of the Audit Committee to plan or conduct audits or determine that the Company's financial statements are complete and accurate and in accordance with generally accepted accounting principles; that is the responsibility of management and the Company's independent public accountants. In giving its recommendation to the Board of Directors, the Audit Committee has relied on (i) management's representation that such financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles (management relies in part on a business ethics questionnaire completed by all supervisory personnel) and (ii) the report of the Company's independent auditors with respect to such financial statements.

        Submitted by the members of the Audit Committee of the Board of Directors.

AUDIT COMMITTEE
Henry B. Tippie, Chairman
Wilton Looney
James B. Williams

9

REPORT OF THE COMPENSATION COMMITTEE AND EXECUTIVE COMMITTEE ON EXECUTIVE COMPENSATION

Overview

        During the fiscal year 2001, the members of the Compensation Committee of the Board of Directors held primary responsibility for determining the compensation for R. Randall Rollins, Chairman of the Board and Chief Executive Officer, and the stock based incentives for all the Named Executives. The Executive Committee held responsibility for determining the compensation of the Named Executives excluding Mr. Rollins. The Compensation Committee is comprised of outside directors who are not eligible to participate in the Company's compensation plans.

        The Company is engaged in a highly competitive industry. The actions of the executive officers have a profound impact on the short-term and long-term profitability of the Company; therefore, the design of the executive officer compensation package is very important. In order to retain key employees, the Company has an executive compensation package that is driven by an increase in shareholder value, the overall performance of the Company, and the individual performance of the executive. The measures of the Company's performance include revenues and net income.

        Pursuant to the above compensation philosophy, the three main components of the executive compensation package are base salary, cash based incentive plans, and stock based incentive plans.

        In connection with the spin-off of Marine Products Corporation in February 2001, the responsibilities of the Chairman and Chief Executive Officer, and certain of the other Named Executives were reassessed and their compensation packages were restructured. Mr. Rollins, Mr. Hubbell, Mr. Palmer and Ms. Graham are now employees of the Company and Marine Products Corporation. Accordingly, the compensation of these Named Executives was reduced at RPC as these Named Executives receive compensation directly from Marine Products Corporation.

Base Salary

        The factors subjectively used in determining base salary include the recent profit performance of the Company, the magnitude of responsibilities, the scope of the position, individual performance, and the salary received by peers in similar positions in the same geographic area. These factors are not used in any specific formula or weighting. The salaries of the Named Executives are reviewed annually. Decreases in base salaries for the Named Executives ranged up to 10 percent, after taking into consideration factors associated with the spin-off in February 2001.

Cash Based Incentive Plans

        The annual cash based incentive compensation package for the other Named Executives is developed by the Chief Executive Officer of the Company prior to the end of each fiscal year. It is based upon performance objectives for the ensuing fiscal year. The Named Executives participate in a variety of individualized performance bonus plans designed to encourage achievement of short-term objectives. These plans all have payouts subjectively based on net income, budget objectives, and other individual specific performance objectives. The specific performance objectives relate to each executive improving the contribution of his functional area of responsibility to further enhance the earnings of the Company. These performance objectives and incentive package are then reviewed by the Executive Committee and either accepted, amended, or modified. All of the Named Executives participating in this plan earned a bonus during 2001 as a result of progress toward achieving the Company's strategic objectives.

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Stock Based Incentive Plans

        Awards under the Company's 1994 Employee Stock Incentive Plan are purely discretionary, and are not based on any specific formula and may or may not be granted in any given fiscal year. When considering the grants under the plan, the Compensation Committee gives consideration to the overall performance of the Company and the performance of individual employees. The Chief Executive Officer, R. Randall Rollins, maintains significant ownership interest in the Company, and was, therefore, not considered for grants in 2001 under the 1994 Employee Stock Incentive Plan. Grants are made under the Plan, and the Plan is administered by, non-employee directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. During the fiscal year 2001, the Named Executives were granted a total of 70,000 Stock Options and one of the Named Executives was awarded 7,500 shares of Time Lapse Restricted Stock and 7,500 shares of Performance Restricted Stock. In general, these grants were based upon the scope of the position and performance of each individual.

        The Compensation and the Executive Committees currently believe that option grants under the Company's 1994 Employee Stock Incentive Plan will be exempt for purposes of determining the $1 million deductibility limit of Section 162(m) of the Internal Revenue Code of 1986, as amended. As a result, the Committees consider it unlikely that any participants in the Company's stock plans will, in the foreseeable future, receive in excess of $1 million in aggregate compensation (the maximum amount for which an employer may claim a compensation deduction unless certain performance related compensation exemptions are met) during any fiscal year, and have therefore determined that since the exemption requirement does not apply, the Company will not change its various compensation plans, or otherwise meet the requirements of such exemption, at this time in order to exempt other types of compensation under Section 162(m).

Chief Executive Officer Compensation

        The Chief Executive Officer's compensation is determined by the Compensation Committee. For fiscal year 2001, the cash compensation of R. Randall Rollins, Chairman and Chief Executive Officer, was $375,000, $50,000 of which was cash based incentive compensation. This represents the total compensation for Mr. Rollins, no portion of which was in stock based incentive plans. The Chief Executive Officer's compensation is based upon the long-term growth in net income, stockholder value improvements and the Chief Executive Officer's individual performance. The decision of the Compensation Committee is subjective and is not based upon any specific formula or guidelines. The Chief Executive Officer does not consult with the Committee when his compensation is determined. No member of the Compensation Committee participates in any Company incentive program.

COMPENSATION COMMITTEE
Henry B. Tippie, Chairman
Wilton Looney
James B. Williams

EXECUTIVE COMMITTEE
R. Randall Rollins
Gary W. Rollins

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COMMON STOCK PERFORMANCE

        As part of the executive compensation information presented in this Proxy Statement, the Securities and Exchange Commission requires a 5-year comparison of the cumulative total stockholder return based on the performance of the stock of the Company, assuming dividend reinvestment, as compared with both a broad equity market index and an industry or peer group index. The indices included in the following graph are the Russell 2000 Index, of which the Company is a component, the Philadelphia Stock Exchange's Oil Service Index ("OSX"), and a peer group which includes companies that are considered peers of the Company, as discussed below (the "Peer Group"). The graph also includes a peer group consisting of two companies (Weatherford International, Inc., and the Brunswick Corporation) which were utilized for comparison in prior years (the "Former Peer Group").

        The companies included in the Peer Group are Weatherford International, Inc., BJ Services Company, Superior Energy Services, Inc., and Halliburton Company. The companies included in the peer group have been weighted according to each respective issuer's stock market capitalization at the beginning of each year.

        The Company reexamined its peer group following the February 28, 2001 spin-off of its powerboat manufacturing segment. One company in the Former Peer Group, Brunswick Corporation, was included because of its involvement in the powerboat manufacturing business. Since the Company is no longer involved in the boat manufacturing business, Brunswick has been eliminated from the peer group, and the others shown above were added. The graph below assumes the value of $100.00 invested on December 31, 1996.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN *

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Effective February 28, 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $868,000 in 2001.

        During 2001, a subsidiary of RPC conducted business with a company owned by LOR, Inc. The officers, directors and stockholders of LOR, Inc. include Mr. Randall Rollins, Chairman and Chief Executive Officer, and Mr. Gary W. Rollins, Director. In 2001, payments totaling approximately $434,000 were made to this LOR, Inc. company for the purchase of parts and repair services related to certain of RPC's oilfield operating equipment. RPC believes the charges incurred by its subsidiary are at least as favorable as the charges that would have been incurred for similar services from unaffiliated third parties.

BENEFIT PLANS

        The Company's Retirement Income Plan, effective July 1, 1984, is a trusteed defined benefit pension plan. The amounts shown on the following table are those annual benefits payable for life on retirement at age 65. The amounts computed in the following table assume: (a) that the participant remains in the service of the Company until his normal retirement date at age 65; (b) that the participant's earnings continue at the same rate as paid in the fiscal year ended December 31, 2001 during the remainder of his service until age 65; (c) that the normal form of benefit is a single-life annuity, and (d) that the Plan continues without substantial modification. The column entitled remuneration represents all compensation in the Summary Compensation Table included herein.

PENSION PLAN TABLE

        The above table does not reflect the Plan offset for Social Security average earnings, the maximum benefit limitations under Section 415 of the Internal Revenue Code of 1986, as amended (the "Code"), or the maximum compensation limitation under Section 401(a)(17) of the Code.

        Retirement income benefits are based on the average of the employee's compensation from the Company for the five consecutive complete calendar years of highest compensation during the last ten consecutive complete calendar years ("final average compensation") immediately preceding the employee's retirement date or, if earlier, the date of his termination of employment. All full-time corporate employees of the Company and its subsidiaries (other than employees subject to collective bargaining agreements) are eligible to participate in the Retirement Income Plan after completing 1 year of service as an employee. The benefit formula is 1¹/2 percent of final average compensation less ³/4 of 1 percent (0.75%) of final average FICA earnings multiplied by years of service (maximum 30 years). The Plan also provides reduced early retirement benefits under certain conditions. In

13

accordance with the Code, the maximum annual benefit that could be payable to a Retirement Income Plan beneficiary in 2001 was $140,000. However, this limitation does not affect previously accrued benefits of those individuals who became entitled to benefits in excess of $140,000 prior to the effective date of the applicable provisions of the Tax Equity and Fiscal Responsibility Act of 1982 and the Tax Reform Act of 1986. In accordance with the Code (as amended by the Omnibus Budget Reconciliation Act of 1993), the maximum compensation recognized by the Retirement Income Plan was $170,000 in 2001. Retirement benefits accrued at the end of any calendar year will not be reduced by any subsequent changes in the maximum compensation limit. The current credited years of service for the five individuals named in the executive compensation table are: R. Randall Rollins—30, Richard A. Hubbell—15, Jonathan W. Moss—30, Linda H. Graham—15 and Ben M. Palmer—5.

        Effective July 1, 1984, the Company adopted a qualified retirement plan designed to meet the requirements of Section 401(k) of the Code ("401(k) Plan"). The only form of benefit payment under the 401(k) Plan is a single lump-sum payment equal to the vested balance in the participant's account on the date the distribution is processed. Under the 401(k) Plan, the full amount of a participant's vested accrued benefit is payable upon his termination of employment, retirement, total and permanent disability, or death. Also under the 401(k) Plan, the pre-tax account is payable upon attainment of age 59¹/2 or in the event of certain specified instances of financial hardship. Amounts contributed by the Company to the accounts of Named Executives for 2001 under this plan are reported in the "All Other Compensation" column of the Summary Compensation Table on page 7 included herein.

        Subsequent to year-end, the Company's Board of Directors approved a resolution to cease all future retirement benefit accruals under the Retirement Income Plan effective March 31, 2002, and increase the matching contribution to fifty cents ($0.50) for each dollar ($1.00) of a participant's contribution to the 401(k) plan, not to exceed 6 percent of his or her annual compensation. In addition, the Company will be providing additional benefits to longer serviced employees that will vest over a five year period beginning in 2002. The amount to be contributed for the Named Executives, if any, has not been determined.

INDEPENDENT PUBLIC ACCOUNTANTS

        Arthur Andersen LLP served as the Company's auditor for the fiscal year ended December 31, 2001. In addition to performing the audit of the Company's consolidated financial statements, Arthur Andersen provided various other services during 2001. The aggregate fees billed for 2001 for each of the following categories of services are set forth below:

        Arthur Andersen did not provide any services related to financial information systems design and implementation during 2001. All other services include:

1.

Tax planning and preparation of tax returns of the Company



2.

Audit of the Company's 401(k) plan



3.

Preparation of registration statement to the spin-off transaction

        For the year ended December 31, 2001 the Company's Audit Committee has considered and determined that the provision of non-audit services is compatible with maintaining auditor independence.

        As is its policy, upon the recommendation of the Audit Committee, the Board of Directors shall select a firm of independent public accountants for fiscal 2002. It is anticipated that a representative

14

of Arthur Andersen LLP will be present at the Annual Meeting to answer questions and make a statement should such representative so desire.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        The Company has completed a review of Forms 3, 4, and 5 and amendments thereto furnished to the Company by all Directors, Officers and greater than 10 percent stockholders subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended. In addition, the Company has a written representation from all Directors, Officers and greater than 10 percent stockholders from whom no Form 5 was received (except for FMR Corporation), indicating that no Form 5 filing was required. Based solely on this review, the Company believes that filing requirements of such persons under Section 16 for the fiscal year ended December 31, 2001 have been satisfied.

STOCKHOLDER PROPOSALS

        Appropriate proposals of stockholders intended to be presented at the Company's 2003 Annual Meeting of Stockholders pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must be received by the Company by November 22, 2002 for inclusion in its Proxy Statement and form of proxy relating to that meeting. With respect to the Company's annual meeting of the stockholders to be held in 2003, all stockholder proposals submitted outside of the stockholder proposal rules contained in Rule 14a-8 promulgated under the Exchange Act must be received by the Company by February 5, 2003 in order to be considered timely. With regard to such stockholder proposals, if the date of the next annual meeting of stockholders is advanced or delayed by more than 30 calendar days from April 23, 2003, the Company will, in a timely manner, inform stockholders of the change and the date by which proposals must be received.

MISCELLANEOUS

        The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 is being mailed to stockholders with this proxy statement.

        Management knows of no business other than the matters set forth herein which will be presented at the Annual Meeting. In as much as matters not known at this time may come before the Annual Meeting, the enclosed proxy confers discretionary authority with respect to such matters as may properly come before the Annual Meeting; and it is the intention of the persons named in the proxy to vote in accordance with their best judgment on such matters.

  BY ORDER OF THE BOARD OF DIRECTORS



  Linda H. Graham, Secretary

Atlanta, Georgia
March 18, 2002

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APPENDIX A
AUDIT COMMITTEE CHARTER

RPC INCORPORATED
AUDIT COMMITTEE CHARTER

PURPOSE

        The primary purpose of the Audit Committee (the "Committee") is to assist the Company's Board of Directors (the "Board") in fulfilling its responsibility to oversee management's conduct of the Company's financial reporting process, including (by overseeing the financial reports and other financial information provided by the Company to any governmental or regulatory body, the public or other users thereof) the Company's systems of internal accounting and financial controls, and the annual independent audit of Company's financial statements.

        In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company. The Committee is authorized to retain outside counsel, auditors or other experts and professional for this purpose. The Board and the Committee are in place to represent the Company's shareholders; accordingly, the outside auditor is ultimately accountable to the Board and the Committee.

MEMBERSHIP

        The Committee shall be comprised of not fewer than three members of the Board, and the Committee's composition shall meet all requirements of the Audit Committee Policy of the New York Stock Exchange.

        Accordingly, all of the members must be directors:

•

Who have no relationship to the Company that may interfere with the exercise of their independence from management and the Company; and



•

Who are financially literate or who become financially literate within a reasonable period of time after appointment to the Committee. In addition, at least one member of the committee must have accounting or related financial management expertise.

KEY RESPONSIBILITIES

        The Committee's job is one of oversight and it recognizes that the Company's management members are responsible for the preparation of the Company's financial statements. Consequently, in discharging its oversight responsibilities, the Committee is not providing any expertise or special assurance as to the Company's financial statements or any professional certification as to the outside auditor's work.

        The following functions shall be the common recurring activities of the Committee in carrying out its oversight function. These functions are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate under the circumstances.

•

The Committee shall review with management and the outside Company's auditors the audited financial statements to be included in the Company's Annual Report on Form 10-K (or the Annual Report to Shareholders if distributed prior to the filing of Form 10-K) and review and consider with the outside auditors the matters required to be discussed by Statement of Auditing Standards ("SAS") No. 61. The management review shall include consultation with the Company's counsel relative to legal matters that could have a significant impact on the Company's financial statements.



•

As a whole, or through the Committee chair, the Committee shall review with the outside auditors the Company's interim financial results to be included in the Company's Quarterly Reports on Form 10-Q to be filed with the Commission and the matters required to be discussed by SAS No. 61. Such review shall occur prior to the filing of the Company's Quarterly Reports on Form 10-Q.

•

The Committee shall discuss with management and the outside auditors the quality and adequacy of the Company's internal controls.

•

The Committee shall:

•

The Committee, subject to any action that may be taken by the full Board, shall have the ultimate authority and responsibility to select (or nominate for shareholder approval), evaluate and, where appropriate, replace the outside auditor.

•

The Committee shall review the adequacy of the Charter on an annual basis.

RPC, Inc.
Proxy Solicited by the Board of Directors of RPC, Inc.
for Annual Meeting of Stockholders on Tuesday, April 23, 2002, 9:20 A.M.

        The undersigned hereby constitutes and appoints GARY W. ROLLINS and R. RANDALL ROLLINS, and each of them, jointly and severally, proxies, with full power of substitution, to vote all shares of Common Stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on April 23, 2002, at 9:20 A.M. at 2170 Piedmont Road, NE, Atlanta, Georgia, or any adjournment thereof.

        The undersigned acknowledges receipt of Notice of Annual Meeting of Stockholders and Proxy Statement, each dated March 18, 2002, grants authority to said proxies, or either of them, or their substitutes, to act in the absence of others, with all the powers which the undersigned would possess if personally present at such meeting and hereby ratifies and confirms all that said proxies or their substitutes may lawfully do in the undersigned's name, place and stead. The undersigned instructs said proxies, or either of them, to vote as follows:

INSTRUCTIONS: To refrain from voting for any individual nominee, write that nominee's name in the space provided below:

2.    ON ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

(over)

RPC, INC.

ALL PROXIES SIGNED AND RETURNED WILL BE VOTED OR NOT VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS, BUT THOSE WITH NO CHOICE WILL BE VOTED "FOR" THE ABOVE-NAMED NOMINEES FOR DIRECTOR. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.

NO POSTAGE REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.

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