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                                                                   EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF

                 PROTECTION ONE ACQUISITION HOLDING CORPORATION

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                  I, the undersigned natural person acting as an incorporator of
a corporation (hereinafter called the "Corporation") under the General
Corporation Law of the State of Delaware, do hereby adopt the following
Certificate of Incorporation for the Corporation:

                  FIRST: The name of the Corporation is Protection One
Acquisition Holding Corporation.

                  SECOND: The registered office of the Corporation in the State
of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle. The name of the registered agent of
the Corporation at such address is The Corporation Trust Company.

                  THIRD: The purpose for which the Corporation is organized is
to engage in any and all lawful acts and activity for which corporations may be
organized under the General Corporation Law of Delaware. The Corporation will
have perpetual existence.

                  FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 300,000,000 shares of capital
stock, classified as (i) 50,000,000 shares of preferred stock, par value $.10
per share ("Preferred Stock"), and (ii) 250,000,000 shares of common stock, par
value $.01 per share ("Common Stock").

                  The designations and the powers, preferences, rights,
qualifications, limitations, and restrictions of the Preferred Stock and Common
Stock are as follows:

         1.       Provisions Relating to the Preferred Stock.

                  (a) The Preferred Stock may be issued from time to time in one
or more classes or series, the shares of each class or series to have such
designations, preferences, and relative, participating, optional, or other
special rights, and qualifications, limitations, and/or restrictions thereof, as
are stated and expressed herein, in any amendment hereto, or in the resolution
or resolutions providing for the issue of such class or series adopted by the
board of directors of the Corporation as hereafter prescribed.

                  (b) Authority is hereby expressly granted to and vested in the
board of directors of the Corporation to authorize the issuance of the Preferred
Stock from time to time in one or more classes or series, and with respect to
each class or series of the Preferred Stock, to fix and state by the resolution
or resolutions from time to time adopted providing for the issuance thereof the
following:


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                           (i) whether or not the class or series is to have
                  voting rights, full, special, or limited, or is to be without
                  voting rights, and whether or not such class or series is to
                  be entitled to vote as a separate class either alone or
                  together with the holders of one or more other classes or
                  series of stock;

                           (ii) the number of shares to constitute the class or
                  series and the designations thereof;

                           (iii) the preferences, and relative, participating,
                  optional, or other special rights, if any, and the
                  qualifications, limitations, or restrictions thereof, if any,
                  with respect to any class or series;

                           (iv) whether or not the shares of any class or series
                  shall be redeemable at the option of the Corporation or the
                  holders thereof or upon the happening of any specified event,
                  and, if redeemable, the redemption price or prices (which may
                  be payable in the form of cash, securities, property or
                  rights), and the time or times at which, and the terms and
                  conditions upon which, such shares shall be redeemable and the
                  manner of redemption;

                           (v) whether or not the shares of a class or series
                  shall be subject to the operation of retirement or sinking
                  funds to be applied to the purchase or redemption of such
                  shares for retirement, and, if such retirement or sinking fund
                  or funds are to be established, the annual amount thereof, and
                  the terms and provisions relative to the operation thereof;

                           (vi) the dividend rate, whether dividends are payable
                  in cash, stock of the Corporation, or other property, the
                  conditions upon which and the times when such dividends are
                  payable, the preference to or the relation to the payment of
                  dividends payable on any other class or classes or series of
                  stock, whether or not such dividends shall be cumulative or
                  noncumulative, and if cumulative, the date or dates from which
                  such dividends shall accumulate;

                           (vii) the preferences, if any, and the amounts
                  thereof which the holders of any class or series thereof shall
                  be entitled to receive upon the voluntary or involuntary
                  dissolution of, or upon any distribution of the assets of, the
                  Corporation;




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                           (viii) whether or not the shares of any class or
                  series, at the option of the Corporation or the holder thereof
                  or upon the happening of any specified event, shall be
                  convertible into or exchangeable for, the shares of any other
                  class or classes or of any other series of the same or any
                  other class or classes of stock, of the Corporation and the
                  conversion price or prices or ratio or ratios or the rate or
                  rates at which such exchange may be made, with such
                  adjustments, if any, as shall be stated and expressed or
                  provided for in such resolution or resolutions; and

                           (ix) such other special rights and protective
                  provisions with respect to any class or series as may to the
                  board of directors of the Corporation seem advisable.

                  (c) The shares of each class or series of the Preferred Stock
may vary from the shares of any other class or series thereof in any or all of
the foregoing respects. The board of directors of the Corporation may increase
the number of shares of the Preferred Stock designated for any existing class or
series by a resolution adding to such class or series authorized and unissued
shares of the Preferred Stock not designated for any other class or series. The
board of directors of the Corporation may decrease the number of shares of the
Preferred Stock designated for any existing class or series by a resolution
subtracting from such class or series authorized and unissued shares of the
Preferred Stock designated for such existing class or series, and the shares so
subtracted shall become authorized, unissued, and undesignated shares of the
Preferred Stock.

         2.       Provisions Relating to the Common Stock.

                  (a) Each share of Common Stock of the Corporation shall have
identical rights and privileges in every respect. The holders of shares of
Common Stock shall be entitled to vote upon all matters submitted to a vote of
the stockholders of the Corporation and shall be entitled to one vote for each
share of Common Stock held.

                  (b) Subject to the prior rights and preferences, if any,
applicable to shares of the Preferred Stock or any series thereof, the holders
of shares of the Common Stock shall be entitled to receive such dividends
(payable in cash, stock, or otherwise) as may be declared thereon by the board
of directors at any time and from time to time out of any funds of the
Corporation legally available therefor.

                  (c) In the event of any voluntary or involuntary liquidation,
dissolution, or winding-

up of the Corporation, after distribution in full of the preferential amounts,
if any, to be distributed to the holders of shares of the Preferred Stock or any
series thereof, the holders of shares of the Common Stock shall be entitled to
receive all of the remaining assets of the Corporation available for
distribution to its stockholders, ratably in proportion to the number of shares
of the Common Stock held by them. A liquidation, dissolution, or winding-up of
the Corporation, as such terms are used in this Paragraph (c), shall not be
deemed to be occasioned by or to include any consolidation or merger of the
Corporation with or into any other corporation or corporations or other entity
or a sale, lease, exchange, or conveyance of all or a part of the assets of the
Corporation.

         3.       General.



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                  (a) Subject to the foregoing provisions of this Certificate of
Incorporation, the Corporation may issue shares of its Preferred Stock and
Common Stock from time to time for such consideration (not less than the par
value thereof) as may be fixed by the board of directors of the Corporation,
which is expressly authorized to fix the same in its absolute and uncontrolled
discretion subject to the foregoing conditions. Shares so issued for which the
consideration shall have been paid or delivered to the Corporation shall be
deemed fully paid stock and shall not be liable to any further call or
assessment thereon, and the holders of such shares shall not be liable for any
further payments in respect of such shares.

                  (b) The Corporation shall have authority to create and issue
rights and options entitling their holders to purchase shares of the
Corporation's capital stock of any class or classes, and such rights and options
shall be evidenced by instrument(s) approved by the board of directors of the
Corporation. The board of directors of the Corporation shall be empowered to set
the exercise price, duration, times for exercise, and other terms of such
options or rights by resolution(s); provided, however, that the consideration to
be received for any shares of capital stock subject thereto shall not be less
than the par value thereof.

                  FIFTH: The name of the incorporator of the Corporation is
Rodney D. Miller, and the mailing address of such incorporator is 100 Crescent
Court, Suite 1300, Dallas, Texas 75201-6950.

                  SIXTH: The number of directors constituting the initial board
of directors is one, and the name and mailing address of such person who is to
serve as director until the first annual meeting of stockholders or until his
successor is elected and qualified is John W. Hesse.

                  SEVENTH: Directors of the Corporation need not be elected by
written ballot unless the bylaws of the Corporation otherwise provide.

                  EIGHTH: The directors of the Corporation shall have the power
to adopt, amend, and repeal the bylaws of the Corporation.

                  NINTH: No contract or transaction between the Corporation and
one or more of its directors, officers, or stockholders or between the
Corporation and any person (as used herein "person" means other corporation,
partnership, association, firm, trust, joint venture, political subdivision, or
instrumentality) or other organization in which one or more of its directors,
officers, or stockholders are directors, officers, or stockholders, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee which authorizes the contract or transaction, or solely
because his, her, or their votes are counted for such purpose, if: (i) the
material facts as to his or her relationship or interest and as to the contract
or transaction are disclosed or are known to the board of directors or the
committee, and the board of directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or 


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(ii) the material facts as to his or her relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (iii) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved, or ratified by the board of directors, a committee thereof, or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.

                  TENTH: The Corporation shall indemnify any person who was, is,
or is threatened to be made a party to a proceeding (as hereinafter defined) by
reason of the fact that he or she (i) is or was a director or officer of the
Corporation or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the Delaware General Corporation Law, as the same
exists or may hereafter be amended. Such right shall be a contract right and as
such shall run to the benefit of any director or officer who is elected and
accepts the position of director or officer of the Corporation or elects to
continue to serve as a director or officer of the Corporation while this Article
TENTH is in effect. Any repeal or amendment of this Article TENTH shall be
prospective only and shall not limit the rights of any such director or officer
or the obligations of the Corporation with respect to any claim arising from or
related to the services of such director or officer in any of the foregoing
capacities prior to any such repeal or amendment to this Article TENTH. Such
right shall include the right to be paid by the Corporation expenses incurred in
defending any such proceeding in advance of its final disposition to the maximum
extent permitted under the Delaware General Corporation Law, as the same exists
or may hereafter be amended. If a claim for indemnification or advancement of
expenses hereunder is not paid in full by the Corporation within sixty (60) days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim, and if successful in whole or in part, the claimant shall
also be entitled to be paid the expenses of prosecuting such claim. It shall be
a defense to any such action that such indemnification or advancement of costs
of defense are not permitted under the Delaware General Corporation Law, but the
burden of proving such defense shall be on the Corporation. Neither the failure
of the Corporation (including its board of directors or any committee thereof,
independent legal counsel, or stockholders) to have made its determination prior
to the commencement of such action that indemnification of, or advancement of
costs of defense to, the claimant is permissible in the circumstances nor an
actual determination by the Corporation (including its board of directors or any
committee thereof, independent legal counsel, or stockholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advancement is not
permissible. In the event of the death of any person having a right of
indemnification under the foregoing provisions, such right shall inure to the
benefit of his or her heirs, executors, administrators, and personal
representatives. The rights conferred above shall not be 



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exclusive of any other right which any person may have or hereafter acquire
under any statute, bylaw, resolution of stockholders or directors, agreement, or
otherwise.

                  The Corporation may additionally indemnify any employee or
agent of the Corporation to the fullest extent permitted by law.

                  As used herein, the term "proceeding" means any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal in such an action,
suit, or proceeding, and any inquiry or investigation that could lead to such an
action, suit, or proceeding.

                  ELEVENTH: A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit. Any repeal or amendment of this Article
ELEVENTH by the stockholders of the Corporation shall be prospective only, and
shall not adversely affect any limitation on the personal liability of a
director of the Corporation arising from an act or omission occurring prior to
the time of such repeal or amendment. In addition to the circumstances in which
a director of the Corporation is not personally liable as set forth in the
foregoing provisions of this Article ELEVENTH, a director shall not be liable to
the Corporation or its stockholders to such further extent as permitted by any
law hereafter enacted, including without limitation any subsequent amendment to
the Delaware General Corporation Law.

                  TWELFTH: The Corporation expressly elects not to be governed
by Section 203 of the General Corporation Law of Delaware.

                  I, the undersigned, for the purpose of forming the Corporation
under the laws of the State of Delaware, do make, file, and record this
Certificate of Incorporation and do certify that this is my act and deed and
that the facts stated herein are true and, accordingly, I do hereunto set my
hand on this 16th day of October, 1998.




                                   /s/ RODNEY D. MILLER
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                                   Rodney D. Miller, Incorporator



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