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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 2001

                         Commission file number 0-22056


                             Rural/Metro Corporation
             (Exact name of registrant as specified in its charter)

           Delaware                                              86-0746929
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               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) 994-3886

        Securities registered pursuant to Section 12(b) of the Act: None

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

                     Common Stock, par value $.01 per share
                         Preferred Stock Purchase Rights
                                (Title of Class)

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

        Indicate by check mark if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

        As of October 8, 2001 the  aggregate  market  value of the voting  stock
held by non-affiliates  of the registrant,  computed by reference to the closing
sales  price of such stock as of such date on the Nasdaq  SmallCap  Market,  was
$8,470,444. Shares of Common Stock held by each officer and director and by each
person who owned 5% or more of the  outstanding  Common Stock have been excluded
in that such  persons  may be deemed to be  affiliates.  This  determination  of
affiliate status is not necessarily conclusive.

        As of October 8, 2001, there were 15,100,180  shares of the registrant's
Common Stock outstanding.

                       Documents Incorporated By Reference

                                      None

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<PAGE>
     Rural/Metro  Corporation  (the "Company")  hereby amends its Report on Form
10-K for the year ended June 30, 2001 by adding thereto Items 10, 11, 12 and 13,
as set forth below.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      NAME            AGE          POSITIONS WITH THE COMPANY
      ----            ---          --------------------------
Cor J. Clement, Sr.   53   Chairman of the Board and Director(3)
Jack E. Brucker       49   President, Chief Executive Officer and Director
John S. Banas III     39   Senior Vice President and General Counsel
Randall L. Harmsen    50   Vice President - Finance, Chief Accounting Officer
Mary Anne Carpenter   56   Director(1)(4)
Louis G. Jekel        60   Vice Chairman of the Board, Secretary and Director(3)
William C. Turner     72   Director(1)(2)(3)(4)
Henry G. Walker       54   Director(1)(3)(4)
Louis A. Witzeman     76   Director(2)

----------
(1)  Member of the Human Resource/Compensation/Organization Committee.
(2)  Member of the Nominating Committee.
(3)  Member of the Executive Committee.
(4)  Member of the Audit Committee.

     COR J. CLEMENT,  SR. has served as Chairman of our Board of Directors since
August  1998 and as a member of our  Board of  Directors  since  May  1992.  Mr.
Clement  served as Vice  Chairman of the Board of Directors  from August 1994 to
August 1998. Mr. Clement served as the President and Chief Executive  Officer of
NVD, an  international  provider  of security  and  industrial  fire  protection
services  headquartered  in  the  Netherlands,  from  February  1980  until  his
retirement in January 1997.

     JACK E. BRUCKER has served as our  President  and Chief  Executive  Officer
since  February  2000 and has  been a member  of our  Board of  Directors  since
February  2000.  Mr.  Brucker  served as our  Senior  Vice  President  and Chief
Operating  Officer from December 1997 until February  2000. Mr. Brucker  founded
and served as President of Pacific Holdings,  a strategic  consulting firm, from
July 1989 until  December  1997.  Mr.  Brucker  served as  President  of Pacific
Precision Metals, a consumer  products  company,  from September 1987 until June
1989.

     JOHN S. BANAS III has  served as our  Senior  Vice  President  and  General
Counsel since  September  1999. Mr. Banas served as General Counsel at SpinCycle
Inc.,  a nationwide  chain of branded  coin-operated  laundromats,  from 1998 to
September  1999.  From 1995 to 1998,  he was  Senior  Corporate  Counsel  to Lam
Research  Corporation  in Fremont,  California;  and from 1992 to 1995 served as
corporate,  real estate,  and  environmental  counsel at the law firm of Wilson,
Sonsini,  Goodrich  & Rosati  in Palo  Alto,  California.  Mr.  Banas  served as
litigation counsel from 1989 to 1992 at the law firm of Thelen,  Marrin, Johnson
& Bridges (now Thelen, Reid & Priest) in San Francisco, California.

     RANDALL  L.  HARMSEN  has  served  as  Vice  President  of  Finance,  Chief
Accounting Officer, and Corporate Controller since July 2000. Mr. Harmsen served
as Vice President of Network  Management and Chief Financial  Officer for United
Healthcare  of Arizona  Inc.  in Phoenix,  Arizona,  from 1997 until the time he
joined our  company.  From 1994 to 1997,  he was Vice  President  of Finance for
Carondelet  Health Care Corporation in Tucson,  Arizona.  From 1989 to 1994, Mr.
Harmsen served as Chief Financial Officer for Presbyterian  Healthcare  Services
in  Albuquerque,  New  Mexico;  and from 1977 to 1989,  he was  Chief  Financial
Officer for St. Luke's Hospital in Davenport, Iowa.

                                       2
<PAGE>
     MARY  ANNE  CARPENTER  has been a member of our  Board of  Directors  since
January 1998.  Ms.  Carpenter  served as Executive  Vice President and Executive
Committee  member of First Health Group Corp., a publicly  traded managed health
care company,  from January 1993 until her retirement in May 2001.  From October
1991 until January 1993, Ms. Carpenter served as Senior Vice President, and from
July 1986 through  October 1991,  as Vice  President of First Health Group Corp.
Ms.  Carpenter  has served on panels for  several  other  national  health  care
organizations.

     LOUIS G. JEKEL has served as our  Secretary and as a member of our Board of
Directors since 1968 and as Vice Chairman of our Board of Directors since August
1998. Mr. Jekel directs our Wildland Fire  Protection  Operations with the State
of Arizona and the federal government. Mr. Jekel is a partner in the law firm of
Jekel & Howard, Scottsdale, Arizona.

     WILLIAM  C.  TURNER  has been a member  of our  Board  of  Directors  since
November  1993. Mr. Turner is currently  Chairman and Chief  Executive of Argyle
Atlantic   Corporation,   an  international   merchant  banking  and  management
consulting  firm;  a trustee  of the United  States  Council  for  International
Business;  a  trustee  and past  Chairman  of the  American  Graduate  School of
International  Management  (Thunderbird);  a Board member and former Chairman of
the Board of Directors of Mercy Ships International,  Incorporated; and Chairman
of the Board of Directors of WorldWide  Talk. Mr. Turner is also a former United
States Ambassador and permanent  representative to the Organization for Economic
Cooperation and Development.

     HENRY G. WALKER has been a member of our Board of Directors since September
1997.  Since April 1997, he has served as President and Chief Executive  Officer
of the Sisters of Providence  Health System,  comprised of hospitals,  long-term
care facilities,  physician practices,  managed care plans, and other health and
social  services.  From 1996 to March 1997,  Mr.  Walker served as President and
Chief Executive Officer of Health Partners of Arizona, a state-wide managed care
company.  From 1992 to 1996, he served as President and Chief Executive  Officer
of Health Partners of Southern Arizona, a healthcare delivery system. Mr. Walker
is a member of the National  Advisory Council of the Healthcare  Forum, and also
serves as a director of Consolidated  Catholic  Healthcare a private  non-profit
company.

     LOUIS A. WITZEMAN is the founder of our company. Mr. Witzeman has served as
a member  of our  Board of  Directors  since our  formation  in 1948,  currently
serving as  Chairman of the Board  Emeritus.  Mr.  Witzeman  served as our Chief
Executive Officer until his retirement in 1980.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires our directors and officers,  and
persons who own more than 10% of a registered class of our equity  securities to
file  reports of  ownership  and changes in ownership  with the  Securities  and
Exchange Commission.  Officers,  directors and greater than 10% stockholders are
required by  Securities  and Exchange  Commission  regulation to furnish us with
copies of all Section 16(a) forms they file.

     Based  solely on our  review of the  copies of such  forms  received  by us
during the fiscal year ended June 30, 2001, and written  representations that no
other  reports were  required,  except as set forth below,  we believe that each
person who, at any time during  such  fiscal  year,  was a director,  officer or
beneficial  owner of more than 10% of our common stock complied with all Section
16(a) filing  requirements  during such fiscal year.  Cor Clement,  Louis Jekel,
Mary Anne  Carpenter,  William  Turner,  Henry Walker and Louis Witzeman did not
timely  file Forms 5 for the fiscal year ended June 30,  2000  reporting  annual
option grants under the 1992 Stock Option Plan. The late reportings were made on
Forms 5 for the fiscal year ended June 30, 2001. In addition,  (i) amended Forms
5 for the fiscal  years  ended June 30, 1999 and June 30, 2001 were filed by Cor
Clement  to  correct  the  reported  annual  option  grant and to  disclose  the
disposition of shares of common stock, respectively;  and (ii) an amended Form 5
for the fiscal  year ended June 30,  2001 was filed by Louis  Jekel to  disclose
disposition  of shares of common  stock.  We  attribute  these late and  amended
filings to an oversight due to errors in our internal procedures which have been
rectified.  In making  these  disclosures,  we have  relied  solely  on  written
representations  of our  directors  and  executive  officers,  and copies of the
reports that they have filed with the Commission.

                                       3
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

SUMMARY OF CASH AND OTHER COMPENSATION

     The following table sets forth the total compensation received for services
rendered to us in all capacities for the fiscal years ended June 30, 1999, 2000,
and 2001 by our Chief  Executive  Officer and our four most  highly  compensated
executive  officers  who were in office at June 30,  2001.  The table  also sets
forth this information for one other executive officer who is no longer with our
company at June 30, 2001, whose aggregate cash compensation exceeded $100,000.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                LONG TERM
                                                                           COMPENSATION AWARDS
                                                                        ------------------------
                                          ANNUAL COMPENSATION           RESTRICTED    SECURITIES      ALL OTHER
NAME AND PRINCIPAL                 ---------------------------------       STOCK      UNDERLYING    COMPENSATION
POSITION AT YEAR-END               YEAR     SALARY($)(1)    BONUS($)    AWARD(S)($)   OPTIONS(#)       ($)(2)
--------------------               ----     ------------    --------    -----------   ----------       ------
<S>                                <C>      <C>             <C>         <C>             <C>           <C>
Jack E. Brucker                    2001       $447,077      $43,600      $    --        200,000       $ 3,200
Chief Executive Officer            2000       $314,246      $    --      $    --         21,000       $ 3,200
and President(3)                   1999       $250,000      $25,000      $45,000(4)      39,000       $65,559(5)

Dr. Michel Sucher                  2001       $201,923      $19,500      $    --         75,000       $ 3,200
Former Senior Vice President       2000       $184,231      $   --       $    --         12,500       $ 3,200
and Chief Medical Officer(6)       1999       $175,000      $   --       $    --         21,600       $ 3,200

Robert B. Hillier                  2001       $215,385      $20,000      $    --         75,000       $ 2,008
Former Senior Vice President and   2000       $170,385      $   --       $    --         12,500       $ 2,008
Chief Administrative Officer(6)    1999       $137,500      $   --       $    --         21,600       $ 2,600

John S. Banas III                  2001       $207,800      $18,020      $    --        150,000       $    --
Senior Vice President and          2000       $126,438      $   --       $    --         17,500       $    --
General Counsel(6)

Randall L. Harmsen (6)             2001       $182,577      $   --       $    --             --       $    --
Vice President of Finance          2000       $     --      $   --       $    --         20,000       $    --
                                   1999       $     --      $   --       $    --             --       $    --
</TABLE>

----------
(1)  Other  annual  compensation  did not exceed the lesser of $50,000 or 10% of
     the total salary and bonus for any of the officers listed.
(2)  Unless otherwise indicated,  consists of company-matching  contributions to
     our 401(k) plan paid in cash.
(3)  Mr.  Brucker became our President and Chief  Executive  Officer in February
     2000.  From December 1997 until  February  2000,  Mr. Brucker served as our
     Senior Vice President and Chief Operating Officer.
(4)  Represents  fair market  value of  restricted  stock  grants that vested in
     December 1998.
(5)  We paid Mr. Brucker $62,359 in fiscal 1999 for relocation costs,  including
     moving expenses and closing costs on the sale of his former residence.
(6)  Dr. Sucher and Mr. Hillier became executive  officers of our Company during
     February  2000.  Mr.  Hillier  joined our company  during October 1997. Mr.
     Hillier's employment terminated in January 2001 and Dr. Sucher's employment
     terminated in July 2001. Mr. Banas joined our Company in September 1999 and
     Mr. Harmsen joined our Company in July 2000.

                                       4
<PAGE>
OPTION GRANTS

     The following  table  represents the options granted to the listed officers
in the last fiscal year and the value of the options.

                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                                INDIVIDUAL GRANTS
                  --------------------------------------------------------------------------------------------------------
                  NUMBER OF SECURITIES     PERCENT OF TOTAL
                  UNDERLYING OPTIONS       OPTIONS GRANTED TO         EXERCISE OR                           GRANT DATE
                     GRANTED(#)(1)       EMPLOYEES IN FISCAL YEAR   BASE PRICE($/SH)   EXPIRATION DATE   PRESENT VALUE$(2)
                     -------------       ------------------------   ----------------   ---------------   -----------------
<S>                  <C>                <C>                         <C>               <C>                <C>
John S. Banas III      150,000(3)                  9.5%                  $1.50              8/21/10           $ 97,155
Jack E. Brucker        200,000(4)                 12.6%                  $2.00              4/20/10           $187,995
Randall L. Harmsen           0                      --%                  $  --                   --           $     --
Robert B. Hillier       75,000(5)                  4.7%                  $1.50              8/21/10           $ 48,578
Dr. Michel Sucher       75,000(6)                  4.7%                  $1.50              8/21/10           $ 48,578
</TABLE>

----------
(1)  Except  as  otherwise  indicated,  all  of  the  options  vest  and  become
     exercisable as follows:  one-third at grant date in August 2000,  one-third
     in August 2001, and one-third in August 2002.
(2)  The  hypothetical  present  value of the  options  at the date of grant was
     determined using the Black-Scholes  option pricing model. The Black-Scholes
     model  estimates the present value of an option by  considering a number of
     factors,  including the exercise price of the option, the volatility of our
     common stock,  the dividend  rate,  the term of the option,  the time it is
     expected to be outstanding,  and interest rates. The  Black-Scholes  values
     were calculated using the following  assumptions:  (a) a risk-free interest
     rate of 4.74%;  (b) a dividend yield of 0.00%;  (c) an expected life of the
     option  after  vesting of 2.35  years;  and (d) an expected  volatility  of
     72.66%.
(3)  Mr. Banas'  options vest and become  exercisable  as follows:  one-third at
     grant date in August  2000,  one-third  in August  2001,  and  one-third in
     August 2002.
(4)  Mr. Brucker's options vest and become exercisable as follows: one-fourth at
     grant date in April 2000,  one-fourth  in April 2001,  one-fourth  in April
     2002, and one-fourth in April 2003.
(5)  Mr. Hillier's  employment  terminated in January 2001, at which time 50,000
     of these options were canceled pursuant to the terms of the options.
(6)  Dr.  Sucher's  employment  terminated in July 2001, and all of the unvested
     options will expire  October 8, 2002 pursuant to the terms of his severance
     agreement.

                                       5
<PAGE>
OPTION HOLDINGS

     The following table represents certain  information  respecting the options
held by the listed  officers as of June 30, 2001.  None of the  officers  listed
exercised options during fiscal 2001.

                          FISCAL YEAR-END OPTIONS HELD

                                                NUMBER OF SECURITIES
                                               UNDERLYING UNEXERCISED
                                          OPTIONS AT FISCAL YEAR-END(#)(1)
                                          --------------------------------
     NAME                                 EXERCISABLE        UNEXERCISABLE
     ----                                 -----------        -------------
Jack E. Brucker                             174,000             107,000
John S. Banas III                            63,333             104,167
Randall L. Harmsen                           13,334              6,666
Robert B. Hillier                            72,934                 --
Dr. Michel Sucher                           118,920             54,166

----------
(1)  None of the  unexercised  options listed had any value at fiscal  year-end,
     because  the  exercise  price  of all of the  options  held  by the  listed
     officers was greater than $0.90,  which was the closing  sales price of our
     common stock as quoted on the Nasdaq SmallCap Market on June 29, 2001.

EMPLOYMENT AGREEMENTS

     The Board of Directors recently approved employment agreements with Jack E.
Brucker,  President and Chief Executive  Officer,  and John S. Banas III, Senior
Vice President and General  Counsel.  The agreements,  as described  below,  are
structured  to  provide  for  the  long-term  retention  and  motivation  of the
Company's current senior executives.

     Effective  July 1, 2001, we entered into a new  employment  agreement  with
Jack E. Brucker for a five-year term expiring July 1, 2006, which  automatically
renews for one-year periods. Mr. Brucker receives a base salary of $600,000, and
participates in our management  incentive program,  stock option plans and other
generally available benefit programs.  Mr. Brucker also received a signing bonus
of $200,000,  50% of which was payable to him on July 1, 2001,  and 50% of which
is payable by July 1, 2002. Mr.  Brucker's  employment  agreement  provides that
should his employment agreement terminate or fail to be renewed without cause or
for good  reason,  as  defined,  or should we propose  to modify his  employment
agreement in a manner which gives him good reason to  terminate  the  employment
agreement, he will receive his base salary and other benefits for the greater of
(i) two years, or (ii) five years minus the number of days between July 1, 2001,
and the  termination  of employment.  If Mr.  Brucker  terminates his employment
agreement   without   good   reason   (and  for   reasons   other  than   health
considerations),  he will not receive any  severance  benefits and will pay us a
sum equal to the net base salary  received by him during the period equal to the
greater of (i) two years preceding termination of employment, or (ii) five years
minus the number of days  between  July 1, 2001 and the date of  termination  of
employment.  Mr. Brucker has agreed not to compete against us after  termination
for the  greater of (i) two years,  or (ii) five years  minus the number of days
between  July 1,  2001 and the date of  termination.  Mr.  Brucker  may elect to
shorten  the period to not less than 12 months.  Upon such  election,  or if Mr.
Brucker elects to solicit clients,  employees,  or otherwise competes with us at
any  time  after  his  termination  of  employment  or  discloses   confidential
information,  we will no  longer  be  obligated  to pay  any  further  severance
benefits.

                                       6
<PAGE>
     In April 2001, we entered into an employment agreement with Mr. Banas for a
two-year term expiring April 23, 2003, which  automatically  renews for one-year
periods  thereafter.  Mr.  Banas  receives  a base  salary of  $240,000,  and is
entitled to participate in our management incentive program,  stock option plans
and other generally available benefit programs.  Mr. Banas' employment agreement
provides that should his  employment  agreement  terminate or fail to be renewed
without cause or for good reason, as defined, or should we propose to modify his
employment  agreement in a manner  which gives him good reason to terminate  the
employment agreement,  he will receive his base salary and other benefits for 24
months. If Mr. Banas terminates his employment agreement without good reason, he
will not receive any  severance  benefits.  Mr.  Banas has agreed not to compete
against us for 24 months after the effective date of termination.  Mr. Banas may
elect to shorten the period to 12 months.  Upon such  election,  or if Mr. Banas
elects to solicit clients,  employees, or otherwise competes with us at any time
after termination or discloses  confidential  information,  we will no longer be
obligated to pay any further severance benefits.

     Employment  agreements  with Mr. Hillier and Dr. Sucher expired in December
2000. Due to Mr.  Hillier's  employment  termination on January 13, 2001 and Dr.
Sucher's employment termination on July 12, 2001, Mr. Hillier and Dr. Sucher are
entitled to receive certain severance benefits,  including base salary and other
benefits provided by the agreements for one year from the date of termination.

     Change of  control  agreements  entered  into by Messrs.  Brucker,  Sucher,
Hillier, and Banas provide that in the event of a change of control (as defined)
and the  surviving  entity or  individuals  in control do not offer such persons
employment,  terminate  their  employment  without cause (as  defined),  or such
persons  terminate their  employment for good reason (as defined),  such persons
will  receive a lump sum equal to (A) 150% (200% in the case of Mr.  Brucker) of
(i) their  applicable  annual  base  salary,  and (ii) the  amount of  incentive
compensation  paid or payable to them during the  calendar  year  preceding  the
calendar year in which the change of control occurs, plus (B) the full amount of
any payments due under such employee's employment agreement.  In addition,  each
executive  would  be  entitled  to  receive  certain  benefits,   including  the
acceleration  of  exercisability  of their  stock  options or the payment of the
value  of such  stock  options  if they are not  accelerated  or  replaced  with
comparable  options.  The health and other benefits received under the change of
control  agreement will be reduced or eliminated to the extent such benefits are
received under the executive's  employment  agreement.  The aggregate  amount of
benefits  is  capped  at  2.99  times  the  amount  of   annualized   includable
compensation  received by the executive as determined under the Internal Revenue
Code. Any payments received under the change of control agreement may be reduced
by amounts we pay such executive under their respective  employment  agreements.
Mr.  Hillier's and Dr.  Sucher's  change of control  agreements  terminated upon
their employment termination.

                                       7
<PAGE>
     During  January  2000,  John  Furman  resigned as our  President  and Chief
Executive Officer. Pursuant to the terms of his employment agreement, Mr. Furman
will receive a severance  benefit  equivalent to his then  existing  annual base
salary of $420,000  through  January  2002. In  connection  with the  employment
agreement, we granted Mr. Furman stock options to purchase 100,000 shares of our
common  stock.  These stock  options  continued  to vest and remain  exercisable
through April 2002.

DIRECTOR COMPENSATION AND OTHER INFORMATION

     Officers  who  serve  on the  Board  of  Directors  receive  no  additional
compensation.  We paid a  director's  fee in  fiscal  2001 to Mr.  Clement,  our
Chairman of the Board of Directors,  of $45,000 plus  reimbursement for expenses
for each Board or committee meeting he attended.  We pay all other  non-employee
Board  members,  with the  exception  of Mr.  Witzeman,  an annual  retainer  of
$15,000.  Non-employee directors,  with the exception of Mr. Jekel, also receive
$1,000 for each Board meeting attended, $500 for each Board meeting participated
in telephonically,  $500 for each committee meeting attended,  and $250 for each
committee meeting participated in telephonically. We also pay $2,500 annually to
any  non-employee  chairman of each of the committees of the Board of Directors.
Under the terms of our 1992 Stock Option Plan,  non-employee  directors  receive
(i) stock  options to purchase  10,000  shares upon their first  election to the
Board of  Directors  and options to purchase  2,500 shares at the meeting of the
Board of Directors held  immediately  after the annual  meeting of  stockholders
(except that the Chairman of the Board  receives  stock options to acquire 5,000
shares),  and (ii) each year  each  non-employee  Board  member  receives  stock
options  to  acquire a number of shares  equal to 1,000  shares  for each  $0.05
increase in our earnings per share over the previous  fiscal year,  subject to a
maximum of 5,000 shares of stock per non-employee  Board member.  Messrs.  Jekel
and Witzeman  receive  compensation  for  consulting  services,  which  includes
serving  on the Board of  Directors.  See  "Certain  Relationships  and  Related
Transactions." In fiscal 2001, we granted to the following  individuals  options
to purchase the following  shares of common stock as consideration to serve as a
director:  5,000 to Mr.  Clement,  and 2,500 to each of Messrs.  Jekel,  Turner,
Walker, Witzeman, and Ms. Carpenter. The options have an exercise price of $2.00
per share.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During   the   fiscal    year    ended   June   30,    2001,    our   Human
Resource/Compensation/Organization   Committee  consisted  of  Messrs.   Walker,
Turner, and Witzeman and Ms. Carpenter,  currently directors of the Company. The
heading "Certain  Relationships and Related  Transactions"  below also describes
certain  other  relationships  and  transactions  with  current or former  board
members.

                                       8
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS, AND OFFICERS

     The  following  table  sets  forth  certain  information  with  respect  to
beneficial  ownership  of our  common  stock  on  October  29,  2001 by (i) each
director;  (ii) the  executive  officers  set forth in the Summary  Compensation
Table  under the section  entitled  "Executive  Compensation;"  (iii) all of our
directors and executive officers as a group; and (iv) each person known by us to
be the beneficial owner of more than 5% of our common stock.

                                                        AMOUNT
                                                     BENEFICIALLY
NAME OF BENEFICIAL OWNER                            OWNED(1)(2)(3)    PERCENT(2)
------------------------                            --------------    ----------
DIRECTORS AND NAMED EXECUTIVE OFFICERS:
Jack E. Brucker                                       306,000(4)         2.0
John S. Banas III                                     131,979(4)           *
Mary Anne Carpenter                                    22,500(4)           *
Cor J. Clement, Sr.                                    38,250(4)           *
Randall L. Harmsen.                                    24,445(4)           *
Robert B. Hillier                                      72,934(4)           *
Louis G. Jekel                                        134,963(5)           *
Dr. Michel Sucher                                     153,005(4)         1.0
William C. Turner                                      38,000(4)           *
Henry G. Walker                                        25,500(4)           *
Louis A. Witzeman                                     140,273(6)           *
Executive officers and directors
 as a group (9 persons)                               861,410            5.5

5% STOCKHOLDERS:
ESOP                                                  816,617(7)         5.4
Ernst Matthijs Hendrik Van der Lee, Ernst-Willem
Van der Lee, Nicolaas P. Monteban, Mark J. Rosman,
Mark S. Howells and Bruce W. Derrick                2,057,923(8)        13.6

----------
*    Less than 1%

(1)  Except  as  indicated,   and  subject  to  community   property  laws  when
     applicable,  the  persons  named in the table  above  have sole  voting and
     investment  power  with  respect  to all  shares of common  stock  shown as
     beneficially owned by them.
(2)  The percentages shown are calculated based upon 15,100,180 shares of common
     stock  outstanding  on October 29, 2001. The number and  percentages  shown
     include the shares of common  stock  actually  owned as of October 29, 2001
     and the shares of common  stock that the  identified  person or group had a
     right to acquire within 60 days after October 29, 2001. In calculating  the
     percentage of ownership, shares that the identified person or group had the
     right to acquire  within 60 days after  October  29,  2001 are deemed to be
     outstanding for the purpose of computing the percentage of shares of common
     stock owned by such person,  but are not deemed to be  outstanding  for the
     purpose of computing the  percentage of shares of common stock owned by any
     other stockholders.
(3)  Excludes the following fully vested shares of common stock held by the ESOP
     for the benefit of the following  individuals:  four shares for Mr. Brucker
     and 1,097 shares for Dr. Sucher.  These persons have sole voting power with
     respect to the shares held in their account by the ESOP.
(4)  Represents  shares of common stock  issuable upon exercise of stock options
     with respect to the following  persons:  Mr. Brucker,  306,000 shares;  Mr.
     Banas,  117,500 shares; Ms. Carpenter,  20,000 shares; Mr. Clement,  21,250
     shares; Mr. Harmsen, 13,334 shares; Mr. Hillier, 72,934 shares; Dr. Sucher,
     118,920 shares; Mr. Turner, 27,500 shares; and Mr. Walker, 22,500 shares.
(5)  Includes  52,500  shares of common stock  issuable  upon  exercise of stock
     options; 3,175 shares held by the Louis G. Jekel Charitable Remainder Trust
     UA dated March 1, 1996;  5,664 shares held by an IRA for the benefit of Mr.
     Jekel;  and 71,124 shares held by a  partnership  of which Mr. Jekel is the
     beneficial owner.
(6)  Includes 85,273 shares held by the Louis A. Witzeman, Jr. Family Investment
     Limited  Partnership,  of which  6,650  shares are held for the  benefit of
     other family members.  Also includes 52,500 shares of common stock issuable
     upon the exercise of stock options.

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<PAGE>
(7)  Represents  816,617  shares  of  common  stock  owned  by  the  Rural/Metro
     Corporation Employee Stock Ownership Plan. Participants under the ESOP have
     voting power as to shares  allocated to their  account and the ESOP trustee
     has voting  power as to  unallocated  shares and as to any shares for which
     participants  have chosen not to vote. The ESOP has sole dispositive  power
     over all of these shares of common  stock.  The address of the  Rural/Metro
     Corporation  Employee Stock Ownership Plan is c/o Rural/Metro  Corporation,
     8401 East Indian School Road, Scottsdale, Arizona 85251.
(8)  Represents  2,057,923 shares of common stock  beneficially owned by a group
     consisting of Ernst Matthijs Hendrik Van der Lee, Ernst-Willem Van der Lee,
     Nicolaas P. Monteban, Mark J. Rosman, Mark S. Howells and Bruce W. Derrick.
     Messrs.  Van der Lee, Van der Lee,  Monteban,  Rosman,  Howells and Derrick
     have sole voting and dispositive  power of all of such shares.  The address
     of Messrs. Van der Lee, Van der Lee, Monteban,  Rosman, Howells and Derrick
     is c/o P.  Robert  Moya,  Esq.,  Quarles & Brady  Streich  Lang,  Two North
     Central Avenue, Phoenix,  Arizona 85004. Information is based solely on the
     group's  Schedule 13D/A filed with the  Securities and Exchange  Commission
     dated August 28, 2001.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We paid  approximately  $130,000  during the year  ended June 30,  2001 for
legal  services to Jekel & Howard,  of which Mr. Jekel, a member of our Board of
Directors,  is a principal.  Mr. Jekel is a participant in our ESOP. We paid Mr.
Jekel  $30,000  during  the year  ended June 30,  2001 for  additional  services
rendered in connection with our forestry fire fighting services.

     We paid approximately  $46,000 during the year ended June 30, 2001 to Louis
A. Witzeman, a member of our Board of Directors,  under leases for five fire and
ambulance  stations.  These  leases  may be  cancelled  by us at any  time.  Mr.
Witzeman  received  $98,000  during the fiscal year ended June 30, 2001 for fire
protection and EMS advisory and consulting services and for serving on the Board
of Directors. We also provide Mr. Witzeman with an automobile for personal use.

     We believe  that all of the related  party  transactions  listed above were
provided on terms no less  favorable  to us than could have been  obtained  from
unrelated  firms or third parties.  All future  transactions  between us and our
officers,  directors,  and principal stockholders are expected to be on terms no
less favorable to us than could be obtained from  unaffiliated  persons and will
require the approval of our independent directors.

                                   SIGNATURES


     Pursuant  to the  requirement  of  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                       RURAL/METRO CORPORATION

                                       By: /s/ JACK E. BRUCKER
                                           ------------------------------------
                                           Jack E. Brucker
                                           President and Chief Executive Officer

October 29, 2001

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