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):  May 23, 1996



  Commission File Number: 0-24780          Commission File Number: 33-73002-01


           PROTECTION ONE, INC.         PROTECTION ONE ALARM MONITORING, INC.
           6011 Bristol Parkway                 6011 Bristol Parkway
       Culver City, California 90230        Culver City, California 90230
       (Exact name of registrant as          (Exact name of registrant as
        specified in its charter)             specified in its charter) 

                 Delaware                              Delaware
      (State or other jurisdiction           (State or other jurisdiction
    of incorporation or organization)      of incorporation or organization)

                93-1063818                            93-1064579
  (I.R.S. employer identification no.)  (I.R.S. employer identification no.)

           6011 Bristol Parkway                  6011 Bristol Parkway
       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) 338-6930                       (310) 338-6930
      (Registrant's telephone number,      (Registrant's telephone number,
           including area code)                 including area code)

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Item 5.         Other Events.

                On May 24, 1996, the Registrants released a press release
concerning the entering into by Protection One Alarm Monitoring, Inc. of an
agreement to purchase the stock of Metrol Security Systems, Inc.  A copy of
such press release is filed as an exhibit to this report, and the text of such
press release is incorporated herein by this reference.




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                                   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.
                                        PROTECTION ONE ALARM MONITORING, INC.




May 24, 1996                            By: /s/ JAMES M. MACKENZIE, JR.
                                            ---------------------------------
                                            James M. Mackenzie, Jr.
                                            President




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                                 EXHIBIT INDEX





Exhibit No.              Description of Exhibit
- -----------              ----------------------
                    
  99.1               Press release dated May 23, 1996




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EX-99.1

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                                                                  EXHIBIT 99.1


                          [PROTECTION ONE LETTERHEAD]



FOR FURTHER INFORMATION CONTACT:
Mr. John W. Hesse Executive Vice President
and Chief Financial Officer (503) 520-6010
or John E. Mack III Vice President-
Business Development (310) 649-1202

FOR IMMEDIATE RELEASE
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              PROTECTION ONE ANNOUNCES AGREEMENT TO ACQUIRE 19,000
       SUBSCRIBERS AND RELATED SECURITY BUSINESSES AND ASSETS IN ARIZONA
                                 AND NEW MEXICO

        Culver City, California, and Portland, Oregon, May 24, 1996 - Protection
One (NASDAQ National Market symbol: ALRM) announced today that it reached
agreement to acquire the stock of Metrol Security Services, Inc. and its
subsidiaries ("Metrol") for a purchase price of approximately $15.0 million,
including $2.0 million for the property, plant and equipment (net assets); in
addition Protection One will repay approximately $15.0 million of Metrol's
indebtedness in connection with the acquisition. Metrol is a leading security
alarm company with approximately 19,000 alarm monitoring subscribers, an alarm
response business serving approximately 5,500 subscribers and other ancillary
security businesses including guard services, a national accounts program, an
integrated system division and probation monitoring. Metrol's subscriber base is
70% residential and is located primarily in Phoenix (54%) and Tucson (41%),
Arizona. The remainder of the accounts are located in the Albuquerque/Santa
Fe, New Mexico area.

        With the acquisition of Metrol, selected "Dealer of the Year" in 1993 by
Security Distributing and Marketing magazine and currently ranked the 28th
largest security company in the United States, Protection One will increase its
already significant presence in the Arizona residential security alarm market.
The Company will have approximately 28,000 subscribers in the greater Phoenix
and Tucson metropolitan areas, which areas represent 95% of all households in
Arizona. Protection One believes its leading market position in Arizona will
enable it to (i) accelerate the consolidation of smaller alarm companies through
acquisitions at attractive multiples; (ii) increase the number of new
subscribers generated by dealers located in Arizona; (iii) increase its ability
to obtain reconnects, thereby reducing net attrition; (iv) improve field service
efficiency; and (v) offer a bundled package of services including alarm
response. Protection One will gain a replacement facility for its current
Phoenix location in the acquisition, and will also maintain Metrol's Tucson
service branch. In addition, the Company will retain Metrol's service branches
in the Albuquerque/Santa Fe area, which will serve as important infrastructure
in a new and growing market.
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        The Company estimates the aggregate consideration and liabilities to be
paid in connection with the acquisition of Metrol, less the amount paid for the
net assets and the anticipated proceeds from the possible sale of certain
ancillary assets, will be approximately $26 million, of which 80% will be paid
in cash and 20% in common stock.  Protection One anticipates closing the
acquisition by late June, 1996, subject to satisfaction of closing conditions.

        Jim Mackenzie, Protection One's Chief Executive Officer and President,
said "Metrol represents another significant step for Protection One toward
comprehensive market leadership in all major markets in Arizona, California,
Nevada, New Mexico, Oregon and Washington.  With the Metrol acquisition,
Protection One will immediately increase its presence in rapidly growing
Arizona to more than 15% residential market share (although there are no
reliable third party data to independently affirm our estimates), will gain an
entry point into an attractive new growth market, New Mexico, and will obtain
the necessary infrastructure to offer alarm response as part of a bundled
service package.  In addition to the recent acquisition of Eagle Sentry in Las
Vegas, the Metrol transaction will give Protection One leading market share in
the two most rapidly growing states in its region, Arizona and Nevada."

        Mr. Mackenzie further stated, "The addition of Metrol's valuable assets
to our current infrastructure combined with the increase in customer density
will place us in an excellent position to accelerate MRR and subscriber growth
at attractive investment multiples through acquisitions, the Dealer Program and
the provision of bundled services including alarm response."

        Protection One provides security alarm monitoring services and sells,
installs and services security alarm systems for residential and small business
subscribers, substantially all of whom are located in the five western states
of Arizona, California, Nevada, Oregon and Washington.