<PAGE> 1
Filed pursuant to Rule 424(b)(3)
Reg. No. 333-37393
SUPPLEMENT NO. 2 DATED FEBRUARY 27, 1998
TO PROSPECTUS DATED OCTOBER 24, 1997
RURAL/METRO CORPORATION
SELLING STOCKHOLDERS
The following table sets forth (i) the name of the Selling Stockholder, who
received the shares of Common Stock in connection with acquisitions by the
Company, (ii) the number of shares of Common Stock of the Company beneficially
owned by the Selling Stockholder as of February 25, 1998, and (iii) the number
of shares of Common Stock which the Selling Stockholder may offer and sell
pursuant to this Prospectus.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NUMBER OF SHARES OF COMMON STOCK
OF COMMON STOCK WHICH MAY BE OFFERED
NAME OWNED(1) PERCENT PURSUANT HERETO
- ------------------------------------------------ ---------------- ------- --------------------
<S> <C> <C> <C>
Robert E. Ramsey, Jr ........................... 520,000(2) 3.8% 275,000
</TABLE>
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(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) Includes 20,000 shares of Common Stock issuable upon exercise of stock
options.
