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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                     PROTECTION ONE ALARM MONITORING, INC.
             (Exact name of registrant as specified in its charter)


               Delaware                                  93-1064579
(State of incorporation or organization)              (I.R.S. Employer
                                                     Identification No.)

6011 Bristol Parkway, Culver City, California              90230 
  (Address of principal executive offices)               (Zip Code)

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

               Delaware                                93-1063818
(State of incorporation or organization)            (I.R.S. Employer
                                                   Identification No.)


6011 Bristol Parkway, Culver City, California              90230 
  (Address of principal executive offices)               (Zip Code)

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. / /

If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box.  / /

        Securities to be registered pursuant to Section 12(b) of the Act

           Title of each class            Name of each exchange on which
           to be so registered            each class is to be registered

  6 3/4% Convertible Senior Subordinated       New York Stock Exchange       
            Notes due 2003
  (and the Guarantee by Protection
   One, Inc. with respect thereto)

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

                                      NONE


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Item 1.  Description of Registrants' Securities to be Registered.

        The securities registered hereunder are the 6 3/4% Convertible Senior
Subordinated Notes due 2003 issued by Protection One Alarm Monitoring, Inc.
(the "Convertible Notes"), and the guarantee of the Convertible Notes by
Protection One, Inc. (the "Guarantee"). A description of the Convertible Notes
and the Guarantee is set forth under the caption "Description of Debt
Securities" in the prospectus included in the Registrants' Registration
Statement on Form S-3 (Registration No. 333-09401), as amended by Amendment No.
1 thereto (the "Registration Statement"), as supplemented by the information
under the caption "Description of Convertible Notes" in the Registrants'
preliminary prospectus supplement filed on September 5, 1996 pursuant to Rule
424(b)(2) under the Securities Act of 1933, as amended (the "Securities Act"),
which description is incorporated herein by reference. As such time as a final
form of prospectus supplement relating to the Convertible Notes and the
Guarantee is filed by, or on behalf of, the Registrants pursuant to Rule 424(b)
under the Securities Act, the "Description of Convertible Notes" set forth
in such form of prospectus supplement shall contain the final terms and 
provisions of the Convertible Notes and will be incorporated by reference into 
this Registration Statement and shall be a part hereof. 

Item 2.  Exhibits.

        The following documents are filed by Protection One, Inc. ("POI")
and/or Protection One Alarm Monitoring, Inc. ("Monitoring") as exhibits hereto:

        1.1     Annual Report on Form 10-K for the year ended September 30,
                1995, filed by POI, Monitoring and Protection One Alarm
                Services, Inc. ("Services"), as amended by Amendment No. 1 on 
                Form 10-K/A. (1) 

        2.1     Quarterly Report on Form 10-Q for the quarter ended December 30,
                1995, filed by POI, Monitoring and Services.

        2.2     Quarterly Report on Form 10-Q for the quarter ended March 31,
                1996, filed by POI and Monitoring.
        
        2.3     Quarterly Report on Form 10-Q for the quarter ended June 30,
                1996, filed by POI and Monitoring, as amended by Amendment No.
                1 on Form 10-Q/A.

        2.4     Current Report on Form 8-K dated December 18, 1995, filed by
                POI. 

        2.5     Current Report on Form 8-K dated May 23, 1996, filed by POI and
                Monitoring. 

        2.6     Current Report on Form 8-K dated June 7, 1996, filed by POI and
                Monitoring, as amended by a Form 8-K/A and Amendment No. 2 on
                Form 8-K/A.

        3.1     Proxy Statement of POI dated January 2, 1996 for the annual
                meeting of POI's stockholders held on January 26, 1996.

        4.1     Amended and Restated Certificate of Incorporation of POI.

        4.2     Certificate of Incorporation of Monitoring, as amended.

        4.3     Bylaws of POI, as amended.

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        4.4     Bylaws of Monitoring, as amended.

        5.1     Indenture dated as of August 29, 1996, among Monitoring, POI 
                and State Street Bank and Trust Company, as trustee
                (the "Trustee").

        5.2     Form of Supplemental Indenture to be entered into among
                Monitoring, POI and the Trustee.

        5.3     Form of note evidencing the Convertible Notes (included 
                as Exhibit A to the Supplemental Indenture.)

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(1)  POI distributes this document to its stockholders in lieu of a separate
     annual report.





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                                   SIGNATURE


        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, each Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized, on this 16th
day of September, 1996.

                                PROTECTION ONE ALARM MONITORING, INC.
                                PROTECTION ONE, INC.



                                By: /s/ JOHN W. HESSE 
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                                    John W. Hesse
                                    Executive Vice President





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