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)        October 30, 1996
                                                ________________________________

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

        0-24780                           33-73002-01
_______________________________      ___________________________________________
(Commission File Number)                  (Commission File Number)

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

                N/A                       N/A
_______________________________      ___________________________________________
(Former Name or Former Address,           (Former Name or Former Address,
 if Changed Since Last Report)             if Changed Since Last Report)
                 
   
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ITEM 5.         OTHER EVENTS.

                On October 30, 1996, the Registrants issued a press release
concerning alarm accounts and subscribers added during the quarter ended
September 30, 1996. 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 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.

October 30, 1996                       By: /s/ JOHN W. HESSE
                                           ----------------------------------
                                           John W. Hesse
                                           Executive Vice President
                                           and Chief Financial Officer

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                                 EXHIBIT INDEX

Exhibit No.         Description of Exhibit
- ----------         -----------------------
99.1               Press release issued by Protection One, Inc. and Protection
                   One Alarm Monitoring, Inc. on October 30, 1996

      

EX-99.1

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[LOGO]                                                             Exhibit 99.1
- -------------------------------------------------------------------------------

FOR FURTHER INFORMATION CONTACT:
John W. Hesse Executive Vice President
and Chief Financial Officer (503) 520-6010
or Montgomery W. Cornell, Treasurer
(503) 520-6019


FOR IMMEDIATE RELEASE

          PROTECTION ONE ANNOUNCES ACQUISITIONS OF 11,000 SUBSCRIBERS,
                          STRONG GROWTH IN FISCAL 1996

        Culver City, California, October 30, 1996 -- Protection One (Nasdaq:
ALRM) announced today that it closed two acquisitions in late September and
early October. In aggregate, the acquisitions represent approximately 11,000
subscribers and $250,000 of MRR located primarily in Seattle, Washington and
Portland, Oregon.

        The majority of the aggregate purchase price was paid in Protection One
common stock, 90% of which stock is subject to trading restrictions through
mid-December, 1996. The shares have been registered for resale in a recent Form
S-3 declared effective by the Securities and Exchange Commission.

        Jim Mackenzie, the Company's President and CEO said "These fill-in
acquisitions bolster Protection One's subscriber density and leading market
share in two key markets, Seattle and Portland, and strengthen our role as the
predominant consolidator in our markets. We continue to believe that subscriber
density and market leadership will be requirements to compete effectively in
the alarm industry of the future, primarily because of a growing trend toward
the privatization of alarm response."

        Mr. Mackenzie added "In the fourth quarter of fiscal 1996, the Dealer
Program, our lowest-cost form of growth, generated over 11,000 subscribers and
we closed three smaller acquisitions in addition to those mentioned above.
These additions enabled Protection One to reach approximately 197,000
subscribers at the end of fiscal 1996, 52% higher than our subscriber base at
the beginning of the year. The aggregate net addition of approximately 67,000
subscribers during fiscal 1996 represents record growth for Protection One. We
continue to see attractively-priced growth opportunities in our Dealer and
acquisition pipelines; strategic alliances are beginning to yield results as
well."
          
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        The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. The information included in this press
release contains statements that are forward-looking, such as statements
relating to subscriber growth through the Dealer Program, acquisitions and
joint venture activities and to competitive position. Forward-looking
information is based on management's assumptions and involves important risks
and uncertainties that could significantly affect anticipated results in the
future; accordingly, such results may differ from those expressed in
forward-looking statements made by or on behalf of the Company. For more
information on factors which could affect the Company's financial results,
please review the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 22, 1996.

        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 seven western states
of Arizona, California, Nevada, New Mexico, Oregon, Utah and Washington.

                                     -End-