 | Christopher E. Kevane General Counsel Telephone: (480) 606-3221 Facsimile: (480) 606-3415 |
October 13, 2006
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | Rural/Metro Corporation |
| Preliminary Proxy Materials |
| File No. 000-22056 |
Ladies and Gentlemen:
On behalf of Rural/Metro Corporation, a Delaware corporation (the “Registrant”), filed herewith via the EDGAR filing system, pursuant to Rule 14(a)-6 under the Securities Exchange Act of 1934, as amended, and under cover of Schedule 14A, are preliminary copies of: (i) the notice to holders of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), of the annual meeting of stockholders to be held on December 1, 2006 (the “Annual Meeting”); (ii) the proxy statement relating to the Annual Meeting; and (iii) the form of proxy card relating to the Annual Meeting (collectively, the “Proxy Materials”).
The Registrant is filing the Proxy Materials in preliminary form only because the Registrant has commented on or referred to a solicitation in opposition that the Registrant believes will be commenced by Accipiter Life Sciences Fund, LP and its affiliates.
The Registrant hereby respectfully requests that any Staff comments regarding the preliminary Proxy Materials be directed to the undersigned, with a copy to Akiko Mikumo, Esq. of Weil, Gotshal & Manges LLP (Fax: 212-310-8007), as promptly as practicable so that definitive Proxy Materials can be mailed to holders of the Registrant’s Common Stock on or about October 30, 2006.
If the Staff has any questions regarding the preliminary Proxy Materials, they should call the undersigned at 480-606-3221 or Akiko Mikumo at 212-310-8308.
Respectfully Submitted, Rural/Metro Corporation |
| /s/ Christopher Kevane |
Christopher Kevane General Counsel |
Enclosures
cc: Akiko Mikumo, Esq.
9221 East Via de Ventura Scottsdale, Arizona 85258
Phone (480) 994-3886 Fax (480) 606-3415