SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON D.C. 20549~~

WASHINGTON D.C. 20549

FORM 8-K

Current Report Pursuant

~~Pursuant To~~ to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported)		May 28, 2003
Protection One, Inc. (Exact Name of Registrant as Specified in Charter)		Protection One Alarm Monitoring, Inc. (Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction of Incorporation)		Delaware (State or Other Jurisdiction of Incorporation)
1-12181-01 (Commission File Number)		1-12181 (Commission File Number)
93-1063818 (I.R.S. Employer Identification No.)		93-1065479 (I.R.S. Employer Identification No.)
818 S. Kansas Avenue Topeka, Kansas 66612 (Address of Principal Executive Offices, Including Zip Code)		818 S. Kansas Avenue Topeka, Kansas 66612 (Address of Principal Executive Offices, Including Zip Code)
(785) 575-1707 (Registrant’s Telephone Number, Including Area Code)		(785) 575-1707 (Registrant’s Telephone Number, Including Area Code)

	Date of report		September 20, 2004
	(Date of earliest event reported)

Protection One, Inc.

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

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

1-12181-01		1-12181
(Commission File Number)		(Commission File Number)

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

818 S. Kansas Avenue Topeka, Kansas 66612		818 S. Kansas Avenue Topeka, Kansas 66612
(Address of Principal Executive Offices, Including Zip Code)		(Address of Principal Executive Offices, Including Zip Code)

(785) 575-1707		(785) 575-1707
(Registrant’s Telephone Number, Including Area Code)		(Registrant’s Telephone Number, Including Area Code)

~~Item~~Check 5.the appropriate ~~Other~~box ~~Events~~below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~On May~~o ~~30,~~Written ~~2003, the Board of Directors of Protection One, Inc. announced the~~communications ~~election~~pursuant ~~of nine directors at its annual meeting of stockholders held May 28, 2003. Prior~~ to ~~the~~Rule ~~election~~425 ~~of directors,~~under ~~Mr. Darius G. Nevin resigned from~~ the ~~Board~~Securities ofAct ~~Directors~~(17 ~~of Protection~~CFR ~~One, Inc~~230.~~, effective immediately. A copy of the related press release is attached to this report.~~425)

~~Item~~o 7.Soliciting material ~~Financial~~pursuant ~~Statements~~to ~~and~~Rule ~~Exhibits~~14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(cb) under the Exchage Act ~~Exhibits~~(17 CFR 240.14d-2(b))

~~Exhibit~~o ~~99.1—Press~~Pre-commencement ~~Release,~~communications ~~dated~~pursuant ~~May~~to ~~30,~~Rule ~~2003~~13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~SIGNATURE~~Item 1.01. Entry into a Material Definitive Agreement.

~~Pursuant~~On September 20, 2004, Protection One, Inc. (the “Company”) reached an agreement to further extend the standstill ~~requirements~~agreements ofamong the ~~Securities~~Company, ~~Exchange~~Protection ~~Act~~One Alarm Monitoring, Inc. (“POAMI”), Network Multi-Family Security Corporation, POI Acquisition, L.L.C., POI Acquisition I, Inc. and Quadrangle Master Funding Ltd. The terms of ~~1934~~the new extensions require the applicable Quadrangle Group LLC affiliate(s), ~~each~~under ~~Registrant~~certain ~~has~~conditions, to continue to forbear until September 27, 2004 from (i) exercising any rights and ~~duly~~taking ~~caused~~any ~~this~~enforcement ~~report~~and collection actions as a result of the occurrence of specified defaults under the revolving credit facility and (ii) exercising any rights to bewhich ~~signed~~such onaffiliate is entitled as a result of its ~~behalf~~equity byownership in the ~~undersigned~~Company. Thereafter, ~~hereunto~~the term of the standstill agreements shall be automatically extended for three consecutive ~~duly~~one ~~authorized~~week periods unless the Quadrangle Group LLC affiliate(s) deliver a written notice to the Company. The extension agreements are attached hereto as Exhibits 10.1 and 10.2, respectively.

	Protection One, Inc.
Date: May 30, 2003	By:	/s/ Darius G. Nevin
		Darius G. Nevin Executive Vice President and Chief Financial Officer
	Protection One Alarm Monitoring, Inc.
Date: May 30, 2003	By:	/s/ Darius G. Nevin
		Darius G. Nevin Executive Vice President and Chief Financial Officer

Approximately 87% of the issued and outstanding shares of Protection One, Inc.’s common stock is owned by POI Acquisition I, Inc., a subsidiary of POI Acquisition, L.L.C. POI Acquisition, L.L.C. and POI Acquisition I, Inc. are entities formed by Quadrangle Capital Partners L.P., Quadrangle Select Partners L.P., Quadrangle Capital Partners-A L.P. and Quadrangle Master Funding Ltd. POI Acquisition, L.L.C and Quadrangle Master Funding Ltd. are the lenders under the Company’s revolving credit facility, under which approximately $215.5 million is outstanding.

2Item 9.01. Financial Statements and Exhibits.

~~Exhibit~~(c) ~~Index~~Exhibits:

Exhibit Number		Description of Exhibit
Exhibit 10.1		Agreement to extend credit facility standstill, dated September 20, 2004, among Protection One, Inc., Protection One Alarm Monitoring, Inc., Network Multi-Family Security Corporation, POI Acquisition, L.L.C. and Quadrangle Master Funding Ltd.
99.1		Press Release, dated May 30, 2003
Exhibit 10.2		Agreement to extend equity standstill, dated September 20, 2004, between Protection One, Inc. and POI Acquisition I, Inc.

SIGNATURES

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: September 22, 2004	By:	/s/ Darius G. Nevin
	Name: Darius G. Nevin
	Title: Executive Vice President and Chief Financial Officer


	PROTECTION ONE ALARM MONITORING, INC.

Date: September 22, 2004	By:	/s/ Darius G. Nevin
	Name: Darius G. Nevin
	Title: Executive Vice President and Chief Financial Officer

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