8-K

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                       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): DECEMBER 11, 1998


                              PROTECTION ONE, INC.
               (Exact name of Registrant as specified in charter)



         DELAWARE                       1-12181-01               93-1063818
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
     of Incorporation)                                       Identification No.)

                      PROTECTION ONE ALARM MONITORING INC.
               (Exact name of Registrant as specified in charter)


         DELAWARE                       1-12181                  93-1065479
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
     of Incorporation)                                       Identification No.)


          6011 BRISTOL PARKWAY                                      90230
         CULVER CITY, CALIFORNIA                                  (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (310) 342-6300


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ITEM 5.  OTHER EVENTS.

         On December 11, 1998, Protection One Alarm Monitoring, Inc. announced
an unregistered offering of debt securities. The Press Release announcing these
announcements is filed herewith as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits.

   99.1    Press Release dated December 11, 1998, relating to the Notes
           offering.



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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.



                                         PROTECTION ONE, INC.
                                         (Co-Registrant)


Date:  December 16, 1998                 By: /s/ TOM K. RANKIN
                                             -----------------------
                                             Tom K. Rankin
                                             Executive Vice President

                                         PROTECTION ONE ALARM MONITORING, INC.
                                         (Co-Registrant)

Date:  December 16, 1998                 By: /s/ TOM K. RANKIN
                                             -----------------------
                                             Tom K. Rankin
                                             President



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                                  EXHIBIT INDEX

     Exhibit        Description
     -------        -----------

      99.1          Press Release dated December 11, 1998, relating to the
                    Notes Offering.

EX-99.1

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FOR FURTHER INFORMATION CONTACT:
Mr. John E. Mack, Executive Vice President
and Chief Strategic Officer: (310) 342-6322 or
David M.V. Barnes, Vice President,
Strategic Planning and Investor Relations (310) 342-6309
Protection One, Inc.


FOR IMMEDIATE RELEASE

              PROTECTION ONE ANNOUNCES UNREGISTERED NOTES OFFERING

         Culver City, California, December 11, 1998 - Protection One, Inc.
(NYSE: POI) announced today that its wholly owned subsidiary, Protection One
Alarm Monitoring, Inc., is offering $300,000,000 of its Senior Subordinated
Notes due 2009 ("Notes") in an unregistered transaction. The Notes will be
offered solely to qualified buyers.

         The Notes have not been registered under the Securities Act of 1933 or
any state securities laws and, unless so registered, may not be offered or sold
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933 and applicable state
securities laws.

         Protection One, the second largest security alarm company in the United
States, provides monitoring and related security services to more that 1.5
million residential and commercial subscribers worldwide.

         Protection One is a subsidiary of Western Resources (NYSE: WR), which
is a consumer services company with interests in monitored security and energy.
Western Resources has total assets of more than $8 billion, including security
company holdings through ownership of Protection One. 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.

         Statements contained in this press release concerning competitive
position and other 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. These risks and uncertainties include
the ability of the company to complete the contemplated offering of Notes and
other factors described in the risk factors included in the Proxy
Statement/Information Statement/Registration Statement of Protection One
relating to the acquisition of Lifeline Systems, Inc. filed with the Securities
and Exchange Commission on December 10, 1998 (beginning on page 16), which
statements are incorporated herein by reference. Protection One disclaims any
obligation to update any forward-looking statement as a result of developments
occurring after the date of this press release.

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