UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A / A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

RURAL/METRO CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	86-0746929
(State of incorporation or organization)	(IRS Employer Identification No.)

9221 East Via de Ventura, Scottsdale, AZ	85258
(Address of principal executive offices)	(Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box:  ¨

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box:  x

Securities Act registration statement file number to which this form relates:                              (if applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
None

Securities to be registered pursuant to Section 12(g) of the Act:

Preferred Stock Purchase Rights

(Title of Class)

AMENDMENT NO. 2 TO FORM 8-A

Rural/Metro Corporation, a Delaware corporation (the “Company”), is filing this Amendment No. 2 to supplement and amend the following items, exhibits or other portions of its Registration Statement on Form 8-A on file with the Securities and Exchange Commission (“SEC”) and Amendment No. 1 on Form 8A/A filed with the SEC on August 29, 2005 (the “Amended Registration Statement”). Capitalized terms used herein without definition shall have the meaning set forth in the Rights Agreement, as amended (the “Rights Agreement”), dated August 24, 2005 between the Company and Computershare Trust Company, N.A., as successor to Computershare Trust Company, Inc., as Rights Agent.

Item 1. Description of Registrant’s Securities to be Registered

Item 1 of the Amended Registration Statement is amended to add the following paragraph as the last paragraph of Item 1:

Effective September 15, 2008, the Company and the Rights Agent entered into Amendment No. 1 to that certain Rights Agreement (the “Amendment”) to reduce from 15% to 5% the triggering percentage at which a Person will become an Acquiring Person and at which a Distribution Date occurs (as such terms are therein defined). Existing shareholders with holdings of 5.0% or more of the Company’s outstanding Common Stock were grandfathered in under the Amendment, and as such, will not entitle any shareholders to exercise Rights under the Rights Agreement. The Board of Directors of the Company will regularly review the triggering percentage under the Rights Agreement. The Amendment is intended to limit the risk that the Company may not be able to fully utilize its net operating losses pursuant to Section 382 of the Internal Revenue Code of 1986, as amended.

The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.1 hereto and is incorporated by reference herein.

Item 2. Exhibits

Exhibit Number	Exhibit Description
4.1	Amendment No. 1 dated as of September 15, 2008 to the certain Stockholders Rights Agreement, dated as of August 24, 2005, between Rural/Metro Corporation and Computershare Trust Company, N.A., as successor to Computershare Trust Company, Inc., as Rights Agent.

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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: September 18, 2008	By:	/s/ Kristine B. Ponczak
		Kristine B. Ponczak
		Senior Vice President and Chief Financial Officer

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