November 17, 2006

Via Facsimile (212) 451-2222 and U.S. Mail

Steve Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY  10022

      Re:	Rural/Metro Corporation
      Definitive Additional Materials
Filed November 14, 2006 by Accipiter Life Sciences Fund, LP,
Accipiter
    Life Sciences Fund II, LP, Accipiter Life Sciences Fund
(Offshore),
    Ltd., Accipiter Life Sciences Fund II (Offshore), Ltd.,
Accipiter
Life
    Sciences Fund II (QP), LP, Candens Capital, LLC, Accipiter
    Capital Management, LLC, Gabe Hoffman, and Nicole Viglucci
		File No. 0-22056

Dear Mr. Wolosky:

      We have the following comments on the above-referenced
filing.
1. We note your statements that Rural/Metro Corporation "refuses
to
file restated historical results on Form 8-K."  Please provide us
supplemental support that describes the company`s obligations in
this
respect.  If the company is not required to make the referenced
filings, please ensure that you provide additional context in
future
disclosure.  Refer to Rule 14a-9.
2. We note your statement that the company file several annual
reports and one quarterly report late.  In future filings, please
provide additional context by disclosing that the company filed
those
reports within the extension period provided for in our rules.
3. Each statement or assertion of opinion or belief must be
clearly
characterized as such, and a reasonable factual basis must exist
for
each such opinion or belief.  Support for opinions or beliefs
should
be self-evident, disclosed in the proxy statement or provided to
the
staff on a supplemental basis.  We note, for example:

* your assertion that the company followed a "disastrous"
acquisition
strategy in the late 1990`s..."
* your assertion that "It is obvious that Rural has long-ignored
proper corporate governance."
* your assertion that "Management has taken an extreme position by
refusing to provide stockholders with any specific financial
outlook,
or any elements thereof."

	With respect to the second and third bullet points, please
confirm that in future filings you will provide additional context
that describes whether other reporting entities in general or in
the
company`s industry act similarly (i.e., what is proper corporate
governance and provision of earnings outlook?).

Closing Comments

      You should furnish a response letter 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.

      Please direct any questions to me at (202) 551-3619.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.


Sincerely,



Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions

Steve Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
November 17, 2006
Page 1



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

         DIVISION OF
CORPORATION FINANCE