8-K

                        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) July 1, 1999 (June 28, 1999)

     Protection One, Inc.               Protection One Alarm Monitoring, Inc.
  (Exact Name of Registrant                  (Exact Name of Registrant
   as Specified in Charter)                   as Specified in Charter)

          Delaware                                   Delaware
 (State or Other Jurisdiction               (State or Other Jurisdiction
      of Incorporation)                          of Incorporation)

          0-247802                                   33-73002-1
  (Commission File Number)                    (Commission File Number)

         93-1063818                                  93-1065479
      (I.R.S. Employer                            (I.R.S. Employer
     Identification No.)                         Identification No.)

600 Corporate Pointe, 12th Floor            600 Corporate Pointe, 12th Floor
  Culver City, California 90230               Culver City, California 90230
 (Address of Principal Executive             (Address of Principal Executive
  Offices, Including Zip Code)                Offices, Including Zip Code)

        (310) 342-6300                              (310) 342-6300
 (Registrant's Telephone Number,             (Registrant's Telephone Number,
     Including Area Code)                        Including Area Code)



Item 5.  Other Events

     On June 28, 1999, Protection One Alarm Monitoring, Inc., a wholly-owned
subsidiary of Protection One, Inc., entered into a definitive purchase agreement
with ATX Technologies, Inc. ("ATX") for the sale of the assets of its Mobile
Services Group for consideration of approximately $28 million, a component of
which is preferred stock of ATX, subject to certain post-closing adjustments.
The closing of the transaction is subject to customary conditions, including the
expiration of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act.

Item 7.  Financial Statements and Exhibits

     (c) Exhibits

          Exhibit 99.1 - Press release dated as of June 28, 1999 issued by
     Protection One, Inc.


                                     SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         Protection One, Inc.

Date:   July 1, 1999                     By:  /s/  John E. Mack III
                                            John E. Mack III,
                                            Chief Executive Officer



                                         Protection One Alarm Monitoring, Inc.

Date:   July 1, 1999                     By:  /s/ Tom K. Rankin
                                            Tom K. Rankin,
                                            President



                       EXHIBIT INDEX


Exhibit Number                           Description of Exhibit

99.1                                    Press release dated as of June 28,
                                        1999 issued by Protection One, Inc.

EX-99

                                                             Exhibit 99.1

  Protection One Announces Definitive Agreement to Sell Mobile Services
  Group and Form Alliance With ATX Technologies


     CULVER CITY, Calif. and SAN ANTONIO--(BUSINESS WIRE)--June 28, 1999-
  -Protection One, Inc. (NYSE:POI), one of the nation's leading providers of
  life safety and property monitoring services and 85% owned by Western
  Resources (NYSE:WR), today announced the signing of a definitive agreement
  to sell its Mobile Services Group to ATX Technologies, Inc. for
  approximately $28.0 million, a component of which includes a preferred
  stock investment in ATX. Protection One will continue to deliver mobile
  services through an exclusive reseller arrangement with ATX.

     John E. Mack III, chief executive officer of Protection One, said,
  "Our Mobile Services Group has been a pioneer in the emerging business of
  providing security and information to the OEM automobile industry as well
  as other developing markets, including the retrofit vehicle and wireless
  communications markets. Protection One will be able to recognize a
  significant return on our investment in this business and will retain a
  meaningful equity interest through our alliance with ATX. The combination
  of ATX's expertise in the telematics market and excellence of our Mobile
  Services Group will position the two companies as a major competitor in
  the telematics industry and should result in upside equity potential for
  Protection One."

     Telematics is a relatively new service industry that combines
  wireless and location identification technologies with call center-based
  convenience and emergency response services. From navigation assistance to
  vehicle theft recovery, telematics provides drivers and fleet managers
  with immediate access to location-based information about their vehicles,
  road conditions and more.

     Steven W. Riebel, president and chief executive officer of ATX said,
  "We fully intend to become the mobile information service provider of
  choice in the wireless world, building upon the expertise that Protection
  One has developed as a leading provider of telematics services to the
  automotive industry. Together we will create a new vision that will take
  telematics solutions to a new level."

     The combined company will provide mobile services to a number of
  major companies, including Mercedes-Benz North America; Ford Motor Company
  including Ford, Jaguar and Lincoln-Mercury; the Infiniti Division of
  Nissan Motor Company; Greyhound Lines Inc.; Fujitsu Ten Corp. of America;
  Mitsubishi Electric Corporation; and Alpine Electronics of America.

     ATX intends to maintain Protection One's existing Mobile Services
  Group operations in Irving, Texas and has agreed to hire all of the
  current employees upon closing, which is expected to occur in the third
  quarter.

     ATX is recognized as one of the leaders in the mobile mayday and
  telematics industries. ATX was the first to ship a mobile mayday GPS
  tracking product for the aftermarket, the pioneer of simultaneous voice
  and data transmission over a single line and the developer of the first
  and only embedded wireless solution within a mayday product. ATX has
  helped law enforcement agencies apprehend more than 500 car thieves to
  date and has been instrumental in assisting police in the recovery of
  personal and commercial vehicles.

     Credit Suisse First Boston acted as financial advisor to Protection
  One in this transaction.

     Protection One, the nation's second largest residential security
  alarm company, provides monitoring and related security services to more
  than 1.6 million residential and commercial subscribers in North America
  and Europe. For more information about Protection One and its operating
  companies, visit us on the Internet at: www.protectionone.com.

     Western Resources is a consumer services company with interests in
  monitored security and energy. Western Resources has total assets of more
  than $8 billion. Western Resources' utility companies, KPL and KGE,
  provide electric service to approximately 600,000 customers in Kansas.
  Through its ownership in ONEOK, Inc. (NYSE:OKE), a Tulsa-based natural gas
  company, Western Resources has a 45 percent interest in the eighth largest
  natural gas distribution company in the nation, serving more than 1
  million customers. For more information about Western Resources and its
  operating companies, visit them on the Internet at: www.wr.com.

     For more information about ATX, call 800/789-4373 or visit them on
  the Internet at: www.track.com.

     Statements contained in this press release concerning statements of
  management's beliefs, goals and expectations are "forward-looking
  statements" as that term is defined in the Private Securities Litigation
  Reform Act of 1995, and are subject to risks and uncertainties that could
  cause actual results to differ materially from those expressed in or
  implied by the statements. Certain information in this release constitutes
  forward-looking statements within the meaning of the Private Securities
  Litigation Reform Act of 1995, and is subject to the safe harbor
  protections of that Act. Other risks and uncertainties are described in
  Protection One's 1998 Form 10-K filed with the Securities and Exchange
  Commission on April 14, 1999 and the Form 10-Q filed on May 17, 1999.
  Protection One disclaims any obligation to update any forward-looking
  statements as a result of developments occurring after the date of this
  press release.