SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    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): September 30, 2002


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


                                    DELAWARE
                 (State or other jurisdiction of incorporation)


        0-22056                                            86-0746929
(Commission File Number)                       (IRS Employer Identification No.)


                          8401 East Indian School Road
                               Scottsdale, Arizona
                                      85251


                    (Address of Principal Executive Offices)
                                   (Zip Code)


                                 (480) 994-3886
              (Registrant's telephone number, including area code)

ITEM 5. OTHER EVENTS.

     Effective  September 30, 2002, we entered into an amended  credit  facility
with our bank lenders which, among other provisions,  extended the maturity date
of the facility from March 16, 2003 through  December 31, 2004,  waived previous
non-compliance,  and required  the issuance to the lenders of 211,549  shares of
our Series B convertible preferred stock.

ITEM 7C. EXHIBITS

     3.1(a)    Second Restated  Certificate of  Incorporation  of the Registrant
               filed with the  Secretary  of State of  Delaware  on January  18,
               1995, as amended by the Certificate of Designation,  Preferences,
               and Rights of Series B Preferred  Stock filed with the  Secretary
               of State of Delaware on September 26, 2002.

     4.5       Registration  Rights  Agreement dated as of September 30, 2002 by
               and among the  Company,  Special  Value  Bond  Fund II,  LLC,  GE
               Capital  CFE,  Inc.,   Continental  Casualty  Company,   Cerberus
               Partners, L.P., Pamco Cayman Ltd., and Pam Capital Funding LP.

     10.66     Second  Amended  and  Restated  Credit   Agreement  dated  as  of
               September 30, 2002 by and among the Company as borrower,  certain
               of its  subsidiaries  as  guarantors,  the  lenders  referred  to
               therein,  and Wachovia Bank National  Association,  as agent, and
               related Form of Term Note, Form of Subsidiary Guaranty Agreement,
               and Form of Intercompany Subordination Agreement.

     99.1      Press Release dated September 30, 2002

                                   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:  October 16, 2002                 By: /s/ John S. Banas III
                                            ------------------------------------
                                            John S. Banas III
                                            Senior Vice President

                           CURRENT REPORT ON FORM 8-K

                                  EXHIBIT INDEX

Exhibit No.    Exhibit
-----------    -------

   3.1(a)      Second Restated  Certificate of  Incorporation  of the Registrant
               filed with the  Secretary  of State of  Delaware  on January  18,
               1995, as amended by the Certificate of Designation,  Preferences,
               and Rights of Series B Preferred  Stock filed with the  Secretary
               of State of Delaware on September 26, 2002

    4.5        Registration  Rights  Agreement dated as of September 30, 2002 by
               and among the  Company,  Special  Value  Bond  Fund II,  LLC,  GE
               Capital  CFE,  Inc.,   Continental  Casualty  Company,   Cerberus
               Partners, L.P., Pamco Cayman Ltd., and Pam Capital Funding LP

   10.66       Second  Amended  and  Restated  Credit   Agreement  dated  as  of
               September 30, 2002 by and among the Company as borrower,  certain
               of its  subsidiaries  as  guarantors,  the  lenders  referred  to
               therein,  and Wachovia Bank National  Association,  as agent, and
               related Form of Term Note, Form of Subsidiary Guaranty Agreement,
               and Form of Intercompany Subordination Agreement

    99.1       Press Release dated September 30, 2002