November 9, 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 7, 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. 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`s filing of a registration
statement in February 2006 "has led to expectations among
stockholders that an equity offering is imminent that would dilute
their interests and depress Rural`s stock price."
* your assertion that "[m]ost companies provide at least some
level
of financial projections or forecast for transparency regarding
the
company`s operational benchmarks and goals..."
* your assertion that "Rural`s actions have negatively impacted
its
stock price."
* your assertion that Rural`s stock price has underperformed
significantly.
* your assertions that "[c]learly, the financial markets view
Accipiter`s challenge to the incumbent directors as positive for
stockholder value."

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) 772-9207.  Please send all
correspondence to us at the following ZIP code: 20549-3628.


Sincerely,



Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions

Steve Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
November 9, 2006
Page 1



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

         DIVISION OF
CORPORATION FINANCE