Exhibit 3.1(c)

                       AMENDMENT NO. 1 TO RIGHTS AGREEMENT

     This Amendment No. 1 to Rights  Agreement (this  "Amendment"),  dated as of
October  30,  2002,  is  made  between  Rural/Metro   Corporation,   a  Delaware
corporation (the "Company"),  and Computershare Trust Company,  Inc., a Colorado
corporation (f/k/a American Securities Transfer, Inc.) (the "Rights Agent").

     WHEREAS,  the  Company  and the Rights  Agent are  parties to that  certain
Rights Agreement, dated as of August 23, 1995 (the "Rights Agreement");

     WHEREAS,  pursuant to Section 26 of the Rights  Agreement,  the Company has
the right to amend the Rights  Agreement,  and the Rights  Agent is  required to
approve such amendment upon the direction of the Company; and

     WHEREAS,  the Company hereby directs an amendment to the Rights  Agreement,
and the Rights Agent consents to such  amendment of the Rights  Agreement as set
forth in this Amendment.

     NOW THEREFORE, the parties hereto mutually agree as follows:

     1.  AMENDMENT  TO SECTION  1(A).  Section  1(a) of the Rights  Agreement is
hereby amended and restated, in its entirety, to read as follows:

          "(a) "Acquiring  Person" shall mean any Person who or which,
          together with all  Affiliates and Associates of such Person,
          shall be the  Beneficial  Owner of 15% or more of the shares
          of Common Stock then outstanding  except the term "Acquiring
          Person" shall not include the Company, any Subsidiary of the
          Company,  any employee benefit plan of the Company or of any
          Subsidiary   of  the  Company,   or  any  person  or  entity
          organized,  appointed or  established  by the Company for or
          pursuant to the terms of any such plan;  provided,  however,
          if the Board of Directors of the Company  determines in good
          faith  that a Person  that  would  otherwise  qualify  as an
          "Acquiring Person" has become such  inadvertently,  and such
          Person  divests as  promptly  as  practicable  a  sufficient
          number of shares of Common  Stock so that such Person  would
          no longer be an  "Acquiring  Person," then such Person shall
          not be deemed to be or have been an  "Acquiring  Person" for
          any purposes of this Agreement."

     2.  SURVIVAL  OF TERMS  AND  PROVISIONS  OF  RIGHTS  AGREEMENT.  Except  as
expressly modified and superseded by this Amendment, all terms and provisions of
the Rights  Agreement  shall continue in full force and effect.  The Company and
the Rights  Agent  agree that the Rights  Agreement,  as amended  hereby,  shall
continue to be legal, valid,  binding and enforceable against each party hereto,
in accordance with the terms of the Rights Agreement, as amended hereby.

     3. FINAL AGREEMENT. The Rights Agreement, as amended hereby, represents the
entire  expression of the parties with respect to the subject matter therein and
herein, on the date this Amendment is executed.

     5.  COUNTERPARTS.   This  Amendment  may  be  executed  in  any  number  of
counterparts or via facsimile,  all of which taken together, shall constitute an
original and one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment on date
set forth above.


                                        RURAL/METRO CORPORATION


                                        By: John S. Banas III
                                            ------------------------------------
                                        Name: John S. Banas III
                                              ----------------------------------
                                        Title: Senior Vice President & General
                                               Counsel
                                               ---------------------------------


                                        COMPUTERSHARE TRUST COMPANY, INC.


                                        By: /s/ Kellie Gwinn
                                            ------------------------------------
                                        Name: Kellie Gwinn
                                              ----------------------------------
                                        Title: Vice President
                                               ---------------------------------


                                        COMPUTERSHARE TRUST COMPANY, INC.


                                        By: /s/ Deborah Sorheim
                                            ------------------------------------
                                        Name: Deborah Sorheim
                                              ----------------------------------
                                        Title: Secretary/Treasurer
                                               ---------------------------------