8-K

UNITED STATES

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): November 24, 2004

RURAL/METRO CORPORATION

(Exact name of registrant as specified in its charter)

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

8401 East Indian School Road

Scottsdale, Arizona

85251

(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 8.01 Other Events.

On November 24, 2004, Rural/Metro Corporation, a Delaware corporation (the “Company”), issued a press release announcing that the Company had recently received notification from the Nasdaq Listing and Hearing Review Council that it had reversed the Nasdaq Listing Qualification Panel’s decision to delist the common stock, par value $.01 per share (“Common Stock”), of the Company from the Nasdaq SmallCap Market (“SmallCap Market”). The decision was based, in part, on certain events occurring subsequent to the Panel’s decision to delist the Common Stock, and the Council remanded the matter to the Panel for further consideration.

In order to relist the Common Stock, the Company must (1) file an application for new listing; (2) pay all applicable listing fees; and (3) evidence compliance with all requirements for initial listing on the SmallCap Market, except that the Company must demonstrate a minimum bid price of $1.00, instead of the $4.00 initial minimum bid price normally required.

The Company’s Common Stock will continued to trade on the OTC Bulletin Board pending Nasdaq’s review of the Company’s relisting application. There can be no assurance as to the timing and outcome of Nasdaq’s review. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.	Description
99.1	Press release, dated November 24, 2004

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: November 24, 2004	By:	/s/ Michael S. Zarriello
		Michael S. Zarriello Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CONTACT:	Liz Merritt, Rural/Metro Corporation
	(480) 606-3337
	Financial Dynamics, Investor Relations
	Jim Byers (investors)
	(415) 439-4504

For immediate release

RURAL/METRO APPLIES FOR RELISTING

ON NASDAQ SMALLCAP MARKET

SCOTTSDALE, Ariz. (Nov. 24, 2004) – Rural/Metro Corporation (OTCBB: RURL), a leading national provider of medical transportation and fire protection services, announced today that it has applied for relisting of its common stock on the Nasdaq SmallCap Stock Market.

The Nasdaq Listing and Hearing Review Council (the Listing Council) recently notified the Company that it had reversed the Nasdaq Listing Qualification Panel’s (the Panel) decision to delist the Company’s securities from the SmallCap Market based on events subsequent to the Panel’s decision and remanded the matter to the Panel for further consideration.

In order to relist its common stock, the Company must apply for relisting under the SmallCap Market’s initial listing standards. The Listing Council stated that the Company must evidence compliance with all requirements for initial listing on the SmallCap Market, except that it must demonstrate a minimum bid price of $1, instead of the $4 initial minimum bid price normally required. Today, the Company’s shares closed at $3.20.

The Company’s common stock will continued to trade on the OTC Bulletin Board pending Nasdaq’s review of the Company’s relisting application. There can be no assurance as to the timing and outcome of Nasdaq’s review.

Rural/Metro Corporation provides emergency and non-emergency medical transportation, fire protection, and other safety services in 23 states and more than 400 communities throughout the United States.

This press release contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among others the Company’s ability to comply with applicable Nasdaq listing requirements. Additional factors that could affect the company are described in its Form 10-K for the year ended June 30, 2004 under the caption “Risk Factors” in the Management’s

Discussion and Analysis section, and other factors as described from time to time in the company’s SEC filings. The company disclaims any obligation to update its forward-looking statements.

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