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): February 15, 2007

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.)

9221 East Via de Ventura

Scottsdale, Arizona

85258

(Address of Principal Executive Offices)

(Zip Code)

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

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 15, 2007, Rural/Metro Corporation, a Delaware corporation (the “Company”), received a NASDAQ Staff Determination notice stating that the Company is not in compliance with the filing requirements for continued listing as set forth in Marketplace Rule 4310(c)(14) because it has not timely filed its Quarterly Report on Form 10–Q for the quarter ended December 31, 2006 (“Form 10-Q”). The letter was issued in accordance with NASDAQ procedures due to the delayed filing of the Company’s Form 10-Q.

As previously disclosed, the Company has delayed filing the Form 10-Q pending the Company’s completion of an internal review of its accounting practices relating to inventories.

The Company will appeal the Staff Determination and request a hearing before the NASDAQ Listing Qualifications Panel (the “Panel”). Pending a decision by the Panel, the Company’s shares of common stock will remain listed on the NASDAQ Capital Market. However, there can be no assurance that the decision by the Panel following the hearing will be favorable, or that the Panel will grant the Company’s request for continued listing. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated February 16, 2007.

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: February 16, 2007	By:	/s/ Kristine A. Beian-Ponczak
		Kristine A. Beian-Ponczak Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CONTACT:	Liz Merritt, Rural/Metro Corporation (investors)
	(480) 606-3337
	Jeff Stanlis, Hayden Communications (media)
	(602) 476-1821

For immediate release

RURAL/METRO RECEIVES COMMUNICATION REGARDING NASDAQ LISTING

SCOTTSDALE, Ariz. (Feb.16, 2007) – Rural/Metro Corporation (NASDAQ: RURL), announced today that in accordance with NASDAQ procedures, it has received a staff determination letter indicating the Company does not currently comply with the timely regulatory filing requirement under Marketplace Rule 4310(c)(14).

As previously disclosed, the Company has delayed filing the Form 10-Q for the second quarter ended December 31, 2006 pending its completion of an internal review of its accounting practices relating to inventories. Jack Brucker, President and Chief Executive Officer, said, “We are working diligently to expedite and conclude this process.”

The Company will submit a request for a hearing by the NASDAQ Listing Qualifications Panel (the “Panel”) to review the staff determination and consider the Company’s continued listing. Pending a decision from the Panel, Rural/Metro’s common stock will continue to be listed on the NASDAQ Capital Market.

About Rural/Metro

Rural/Metro Corporation provides emergency and non-emergency medical transportation, private fire protection, and other safety services in 24 states and approximately 400 communities throughout the United States. For more information, visit the Company’s web site at www.ruralmetro.com.

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS

The information contained in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. These risks and uncertainties include, among others, the Company’s ability to finalize and file restated financial statements reflecting inventory adjustments; remain listed on the Nasdaq Capital Market; collect accounts receivable, sustain operating cash flow, secure new contracts, retain existing contracts, and improve earnings and operating margins. Although Rural/Metro believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.

Reference is made to a more complete discussion of forward-looking statements and applicable risks that may cause actual results to differ materially from those contemplated by such forward-looking statements (“Cautionary Statements”) that include, among others, those identified under the captions “Forward-Looking Statements and Factors That May Affect Results” and “Risk Factors” in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2006, which is available free of charge on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov or on the Company’s website at www.ruralmetro.com. All subsequent written and oral forward-looking statements (or statements that may be attributed to the Company) are expressly qualified by the Cautionary Statements.

The Company’s forward-looking statements are based on information available today, and it undertakes no obligation to update these statements, whether as a result of new information, future events or otherwise, except as required by the securities laws.

(RURL/F)

###