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

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                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 4, 2005

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                             RURAL/METRO CORPORATION
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             (Exact name of registrant as specified in its charter)


           DELAWARE                      0-22056                86-0746929
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  (State or other jurisdiction         (Commission           (IRS Employer
         of incorporation)             File Number)         Identification No.)


                            9221 East Via de Ventura
                               Scottsdale, Arizona
                                      85258
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                    (Address of Principal Executive Offices)
                                   (Zip Code)

       Registrant's telephone number, including area code: (480) 606-3886


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     Rural/Metro  Corporation,  a Delaware corporation (the "Company"), through
its subsidiary  Rural/Metro Operating Company, LLC, a Delaware limited liability
company ("Opco"), entered into Amendment No. 1 (the "Amendment") to that certain
Credit  Agreement,  dated as of March 4, 2005 (the  "Credit  Agreement"),  among
Opco; the Lenders thereto;  Citibank, N.A., as letter of credit facility issuing
bank; and Citicorp North America,  Inc., as administrative  agent. The Amendment
is effective as of June 30, 2005, and modifies the definition of "Fixed Charges"
under the  Credit  Agreement  to  exclude  unscheduled  principal  payments.  In
addition,  the Amendment increased the Company's permitted capital expenditures
for fiscal 2005 from $12.25 million to $13.25 million.









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                                   SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        RURAL/METRO CORPORATION


Date:  August 10, 2005                  By: /s/ Michael S. Zarriello
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                                            Michael S. Zarriello
                                            Senior Vice President and Chief
                                            Financial Officer













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