October 19, 2006

Via Facsimile (480) 606-3415 and U.S. Mail

Christopher E. Kevane, Esq.
General Counsel
Rural/Metro Corporation
9221 East Via de Ventura
Scottsdale, AZ  85258

      Re:	Rural/Metro Corporation
		Preliminary Proxy Statement on Schedule 14A
Filed October 13, 2006
		File No. 0-22056

Dear Mr. Kevane:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why a comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule 14A

Cover Page
1. Please revise the cover page of your proxy statement and the
form
of proxy to clearly identify it as being preliminary.  See Rule
14a-
6(e)(1) of Regulation 14A.
2. Confirm that you will file all written soliciting materials,
including scripts and outlines used to solicit proxies by
telephone
or in person.
3. Please fill in the blanks in your document.

Appendix A

Information Concerning Participants in the Solicitation, page A-1
4. We note your disclosure that listed persons "may be deemed"
participants.  Given that the persons listed meet the definition
of
participant set forth in Item 4 of Schedule 14A, please revise
your
disclosure to definitively state that the listed persons are
participants in your solicitation.

Miscellaneous Information Concerning Participants, page A-2
5. With respect to your disclosure in this section, please tell us
why you need to qualify your disclosure "to the best knowledge" of
the company.  What prevents you from knowing and disclosing this
information?  Please explain or delete the qualifier.

Closing Comments

      Please amend the preliminary proxy statement in response to
these comments.  Clearly and precisely mark the changes to the
preliminary proxy statement effected by the amendment, as required
by
Rule 14a-6(h) and Rule 310 of Regulation S-T.  We may have further
comments upon receipt of your amendment; therefore, please allow
adequate time after the filing of the amendment for further staff
review.

      You should furnish a response letter with the amendment
keying
your responses to our comment letter and providing any
supplemental
information we have requested.  You should transmit the letter via
EDGAR under the label "CORRESP."  In the event that you believe
that
compliance with any of the above comments is inappropriate,
provide a
basis for such belief to the staff in the response letter.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from each of the filing persons
acknowledging
that:

* the filing persons are responsible for the adequacy and accuracy
of
the disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619.  You
may
also contact me via facsimile at (202) 772-9207.  Please send all
correspondence to us at the following ZIP code: 20549-3628.


Sincerely,



Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions
Christopher E. Kevane, Esq.
Rural/Metro Corporation
October 19, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE