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                                                                     EXHIBIT 3.2


                                     BYLAWS
                                       OF
                 PROTECTION ONE ACQUISITION HOLDING CORPORATION

                            (A Delaware Corporation)

                      ------------------------------------

                                       I.
                                    Offices

     1. PRINCIPAL EXECUTIVE OFFICE. The principal executive office for the
transaction of the business of the Corporation shall be located at such place
within or without the State of Delaware as shall be fixed from time to time by
the board of directors, and if no place is fixed by the board of directors, such
place as the president maintains his or her office or as may otherwise be fixed
by the president.

     2. OTHER OFFICES. Branch offices may at any time be established by the
board of directors at any place or places where the Corporation is qualified to
do business. 

                                      II.
                              Number of Directors

          The board of directors shall consist of one or more members. Unless 
the number of directors shall be fixed in the Certificate of Incorporation, the
number of directors shall be fixed from time to time by the board of directors
or the stockholders of the Corporation, and unless and until so fixed the number
shall be twelve. Directors need not be stockholders of the Corporation. As used
in these Bylaws, the term "authorized number of directors" means the total
number of directors which the Corporation would have if there were no vacancies.

                                      III.
                            Meetings of Stockholders

     1. PLACE OF MEETINGS. All annual meetings of stockholders and all other
meetings of stockholders shall be held at any place within or without the State
of Delaware which may be designated by the board of directors, or by the written
consent of all persons entitled to vote thereat, given either before or after
the meeting and filed with the secretary of the Corporation. Absent such
designation or written consent, meetings shall be held at the registered office
of the Corporation.

     2. ANNUAL MEETINGS. The annual meeting of stockholders of the Corporation
shall be held in each year on such date and at such time as may be designated
from time to time by the board of directors. Directors shall be elected at the
annual meeting, and any other business may be transacted which is within the
power of the stockholders and allowed by law; provided, however, that unless the
notice of meeting, or the waiver of notice of such meeting, sets forth the
general nature of any

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proposal to (i) approve or ratify a contract or transaction with a director or
with a corporation, firm or association in which a director has an interest,
(ii) amend the Certificate of Incorporation of the Corporation, (iii) approve a
reorganization or merger involving the Corporation, (iv) elect to wind up and
dissolve the Corporation, or (v) effect a plan of distribution upon liquidation
otherwise than in accordance with liquidation preferences of outstanding shares
with liquidation preferences, no such proposal may be approved at an annual
meeting. 

     3. SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose
whatsoever, unless otherwise prescribed by law, may be called at any time by the
chairman of the board (if any), by the president, by the board of directors, by
any two (2) directors, or by one or more stockholders holding not less than
one-tenth (1/10) of the voting power of the Corporation. Upon request in writing
specifying the general purpose of such meeting to the chairman of the board (if
any), president, vice president or secretary, by any person entitled to call a
special meeting of stockholders (other than the board of directors), the officer
receiving such notice forthwith shall cause notice to be given to the
stockholders entitled to vote at such meeting, in the manner provided in Section
4 of this Article, that a meeting will be held at the time requested by the
person or persons requesting a meeting, which date shall be not less than
thirty-five (35) nor more than sixty (60) days after the receipt by such officer
of the request. No business shall be transacted at a special meeting unless its
general purpose shall have been specified in the notice of such meeting;
provided, however, that any business may be validly transacted if a quorum is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote not present in person or by proxy
signs a written waiver of notice, a consent to the holding of such meeting, or
an approval of the minutes thereof. All such waivers, consents, or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.

     4. NOTICE OF MEETINGS, ANNUAL OR SPECIAL. Except as otherwise provided by
law, notice of all meetings of stockholders shall be given in writing to
stockholders entitled to vote at the meetings by the secretary, or assistant
secretary, or transfer agent (if so authorized by the board of directors) or in
the case of the neglect or refusal or other failure so to do by such persons, by
any director. A notice may be given to any stockholder either personally or by
mail, or by other means of written communication, charges prepaid, addressed to
the stockholder at the address of such stockholder appearing on the books of the
Corporation or given by the stockholder to the Corporation for the purpose of
notice. Notice of any meeting of stockholders shall be sent to each stockholder
entitled thereto not less than ten (10) nor more than sixty (60) days before the
meeting. The notice shall be deemed given at the time when delivered personally
or when deposited in the mail or dispatched by other means of written
communication. Such notice shall specify the place, the date and the hour of the
meeting and (i) in the case of a special meeting, the purpose or purposes for
which the meeting is called, (ii) in the case of an annual meeting, those
matters which the Corporation's board of directors intends, at the time of the
giving of the first of such notices, to present to the stockholders for action,
and (iii) in the case of a meeting at which directors are to be elected, the
names of nominees which the board of directors, at the time of the giving of the
first of such notices, intends to present to the stockholders for election.
Proof that 


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notice was given shall be made by affidavit of the secretary, assistant
secretary, transfer agent or other person who gives such notice, and such proof
of notice shall be made a part of the minutes of the meeting. To extent provided
by applicable law, such affidavit shall be prima facie evidence of the giving of
such notice. A written waiver, signed by the person entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a stockholder at a meeting shall constitute a waiver of notice of
such meeting except when the person objects at the beginning of such meeting to
the transaction of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting is not a waiver of any right to
object to the consideration of matters not included in the notice if such
objection is especially made at the meeting. If any stockholder shall in person,
by attorney thereunto duly authorized, or by a written communication waive
notice of any meeting of stockholders, notice of such meeting need not be given
such stockholder. It shall not be necessary to state in a notice of any meeting
of stockholders as a purpose thereof any matter relating to the procedural
aspects of the conduct of such meeting. 

     5. PERSONS ENTITLED TO VOTE. If no record date is fixed by the board of
directors pursuant to Section 6 of this Article, the record date for the
determination of stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held; the record date for determining stockholders for any other purpose shall
be at the close of business on the date on which the board of directors adopts
the resolution relating thereto.

     6. RECORD DATE.

          (a) In order that the Corporation may determine the stockholders
     entitled to notice of or to vote at any meeting of stockholders or any
     adjournment thereof, the board of directors may fix a record date, which
     record date shall not precede the date upon which the resolution fixing the
     record date is adopted by the board of directors, and which record date
     shall not be more than sixty (60) nor less than ten (10) days before the
     date of such meeting. A determination of stockholders of record entitled to
     notice of or to vote at a meeting of stockholders shall apply to any
     adjournment of the meeting; provided, however, that the board of directors
     may fix a new record date for the adjourned meeting.

          (b) In order that the Corporation may determine the stockholders
     entitled to consent to corporate action in writing without a meeting, the
     board of directors may fix a record date, which record date shall not
     precede the date upon which the resolution fixing the record date is
     adopted by the board of directors. If no record date has been fixed by the
     board of directors, the record date for determining stockholders entitled
     to consent to corporate action in writing without a meeting, when no prior
     action by the board of directors is required by the Certificate of
     Incorporation, these Bylaws, or the General Corporation Law of the State of
     Delaware, shall be the first date on which a signed consent setting forth
     the action taken or proposed to be taken is delivered to the Corporation by
     delivery to its


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     registered office in the State of Delaware, its principal place of
     business, or an officer or agent of the Corporation having custody of the
     book in which proceedings of meetings of stockholders are recorded.
     Delivery made to the Corporation's registered office shall be by hand or by
     certified or registered mail, return receipt requested. If no record date
     has been fixed by the board of directors and prior action by the board of
     directors is required by the Certificate of Incorporation, these Bylaws, or
     the General Corporation Law of the State of Delaware, the record date for
     determining stockholders entitled to consent to corporate action in writing
     without a meeting shall be at the close of business on the day on which the
     board of directors adopts the resolution taking such prior action. 

          (c) In order that the Corporation may determine the stockholders
     entitled to receive payment of any dividend or other distribution or
     allotment of any rights or the stockholders entitled to exercise any rights
     in respect of any change, conversion or exchange of stock, or for the
     purpose of any other lawful action, the board of directors may fix a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted, and which record date shall
     be not more than sixty (60) days prior to such action. If no record date is
     fixed, the record date for determining stockholders for any such purpose
     shall be at the close of business on the day on which the board of
     directors adopts the resolution relating thereto. 

     7. PRESIDING OFFICER. Unless the board of directors shall otherwise provide
in advance of any meeting of stockholders, at each meeting of the stockholders
the chairman of the board shall preside; or if none, or if absent or unable to
act, the president shall preside; or in the case of the absence or inability to
act of the chairman of the board and of the president, a vice president shall
preside; or in the case of the absence of inability to act of the chairman of
the board, president and a vice president, a director or stockholder, appointed
by the stockholders at the meeting, shall preside.

     8. QUORUM. The presence at a meeting, in person or by proxy, of the holders
of a majority of the shares entitled to vote constitutes a quorum for the
transaction of business. The stockholders present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment of such meeting, notwithstanding the withdrawal of such number of
stockholders so as to leave less than a quorum, if any action taken, other than
adjournment, is approved by at least a majority of the shares required to
constitute a quorum. Except as otherwise required by the Certificate of
Incorporation of the Corporation or applicable law, directors of the Corporation
shall be elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors and in all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the act
of the stockholders. 

     9. ADJOURNED MEETINGS AND NOTICE THEREOF. Any annual or special meeting of
the stockholders, whether or not a quorum is present, may be


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adjourned from time to time by a vote of the majority of the shares present in
person or by proxy. When a meeting is adjourned for thirty (30) days or more, or
if a new record date for the adjourned meeting is fixed by the board of
directors, notice of the adjourned meeting shall be given to such stockholders
of record entitled to vote at the adjourned meeting as in the case of any
original meeting. When a meeting is adjourned for less than thirty (30) days,
and a new record date is not fixed by the board of directors, it shall not be
necessary to give any notice of the time and place of the adjourned meeting or
of the business to be transacted thereat other than by announcement at the
meeting at which the adjournment is taken, provided that only business which
might have been transacted at the original meeting may be conducted at such
adjourned meeting. 

     10. VOTING. Unless otherwise provided by law or in the Certificate of
Incorporation, each stockholder entitled to vote is entitled to one vote for
each share. Any holder of shares entitled to vote on any matter may vote part of
such shares in favor of the proposal and refrain from voting the remaining
shares or vote them against the proposal. If a stockholder fails to specify the
number of shares such stockholder is voting affirmatively, it will be
conclusively presumed that the stockholder's approving vote is with respect to
all shares which such stockholder is entitled to vote.

     11. ACTION WITHOUT MEETING. Any action which, under any provision of the
General Corporation Law of the State of Delaware, may be taken at a meeting of
the stockholders may be taken without a meeting and without prior notice and
without a vote if a consent or consents in writing, setting forth the action so
taken, (i) shall be signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted and (ii) shall be delivered to the Corporation by delivery to
its registered office by hand or by certified or registered mail, return receipt
requested, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded; provided, however, that unless the consents of all
stockholders entitled to vote have been solicited in writing, if any action is
approved by written consent of less than all stockholders entitled to vote,
prompt notice shall be given (in the same manner as notice of meetings is to be
given) of such action to all stockholders entitled to vote who did not consent
in writing to such action; and provided, further, that directors may be elected
by written consent only if such consent is unanimously given by all stockholders
entitled to vote, except that action taken by stockholders to fill one or more
vacancies on the board may be taken by written consent of a majority of the
shares entitled to vote in such election. 

     12. PROXIES. Each stockholder entitled to vote at a meeting of stockholders
or to express consent or dissent to corporate action in writing without a
meeting may authorize another person or persons to act for him by proxy;
provided, however, that no such proxy shall be voted or acted upon after three
(3) years from its date, unless the proxy expressly provides for a longer
period. Without limiting the manner in which a stockholder may authorize another
person or persons to act for him as a proxy pursuant to this section, the
following shall constitute a valid means by which a stockholder may grant such
authority:


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          (a) A stockholder may execute a writing authorizing another person or
     persons to act for him as proxy. Execution may be accomplished by the
     stockholder or his authorized officer, director, employee or agent signing
     such writing or causing his or her signature to be affixed to such writing
     by any reasonable means including, but not limited to, by facsimile
     signature.

          (b) A stockholder may authorize another person or persons to act for
     him as proxy by transmitting or authorizing the transmission of a telegram,
     cablegram, or other means of electronic transmission to the person who will
     be the holder of the proxy or to a proxy solicitation firm, proxy support
     service organization or like agent duly authorized by the person who will
     be the holder of the proxy to receive such transmission, provided that any
     such telegram, cablegram or other means of electronic transmission must
     either set forth or be submitted with information from which it can be
     determined that the telegram, cablegram or other electronic transmission
     was authorized by the stockholder. If it is determined that such telegrams,
     cablegrams or other electronic transmissions are valid, the inspectors or,
     if there are no inspectors, such other persons making that determination
     shall specify the information upon which they relied. 

Any copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission created pursuant to this section may be substituted or
used in lieu of the original writing or transmission for any and all purposes
for which the original writing or transmission could be used, provided that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission. A duly executed
proxy shall be irrevocable if it states that it is irrevocable and if, and only
as long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally.

     13. LIST OF STOCKHOLDERS. It shall be the duty of the Secretary or other
officer of the Corporation who shall have charge of its stock ledger, either
directly or through another officer of the Corporation designated by him or
through a transfer agent or transfer clerk appointed by the board of directors,
to prepare, at least ten (10) days before every meeting of the stockholders at
which directors of the Corporation are to be elected, a complete list of the
stockholders entitled to vote thereat, arranged in alphabetical order and
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten (10) days prior to the meeting, either at
the place where the meeting is to be held or at another place within the city
where the meeting is to be held if such other place is specified in the notice
of the meeting. The list shall be produced at and for the duration of the
meeting for inspection by any stockholder who shall be present thereat. The
original or duplicate stock ledger shall be exclusive evidence of the
stockholders entitled to examine such list or the books of the Corporation, or
to vote in person or by proxy at such election.


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                                      IV.
                            Directors and Management

     1. GENERAL POWERS. The business and affairs of the Corporation shall be
managed by or under the direction of the board of directors, which may exercise
all such authority and powers of the Corporation to do all such lawful acts and
things as are not by law, the Certificate of Incorporation of the Corporation or
these Bylaws directed or required to be exercised or done by the stockholders.
Without limiting the generality of the foregoing, it is hereby expressly
declared that the directors shall have the power and, to the extent required by
law, the duty:

          (a) To appoint and remove at pleasure all officers, managers,
     management companies, agents and employees of the Corporation, prescribe
     their duties in addition to those prescribed in these Bylaws, supervise
     them, fix their compensation and require from them security for faithful
     service. Such compensation may be increased or diminished at the pleasure
     of the directors.

          (b) To conduct, manage and control the affairs and business of the
     Corporation; to make rules and regulations not inconsistent with the
     Certificate of Incorporation or Delaware law or these Bylaws; and to make
     all lawful orders on behalf of the Corporation and to prescribe the manner
     of executing the same. 

          (c) To appoint by resolution passed by a majority of the authorized
     number of directors an executive and other committees, each committee to
     consist of one (1) or more of the directors of the Corporation. The board
     may designate one or more directors as alternate members of any committee
     who may replace any absent or disqualified member at any meeting of the
     committee. The directors may designate by resolution to any such committee
     any of the powers and authority of the board of directors in the management
     of the business and affairs of the Corporation; provided, however, that no
     such committee shall have the power or authority in reference to amending
     the Certificate of Incorporation of the Corporation (except that a
     committee may, to the extent authorized in the resolution or resolutions
     providing for the issuance of shares of stock adopted by the board of
     directors in accordance with the provisions of the General Corporation Law
     of the State of Delaware, fix the designations and any of the preferences
     or rights of such shares relating to dividends, redemption, dissolution,
     any distribution of assets of the Corporation or the conversion into, or
     the exchange of such shares for, shares of any other class or classes or
     any other series of the same or any other class or classes of stock of the
     Corporation or fix the number of shares of any series of stock or authorize
     the increase or decrease of the shares of any series); adopting an
     agreement of merger or consolidation; recommending to the stockholders the
     sale, lease or exchange of all or substantially all of the Corporation's
     property and assets; recommending to the stockholders a dissolution of the
     Corporation or a revocation of a dissolution; or amending these Bylaws;
     and, unless the resolution expressly so provides, no such committee shall
     have the power or authority to declare a dividend, to authorize the
     issuance of stock or to adopt a certificate of ownership and merger
     pursuant to


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     Section 253 of the General Corporation Law of the State of Delaware. The
     executive committee, if any, shall be composed of two (2) or more
     directors. The provisions of these Bylaws regarding notice and meetings of
     directors shall apply to all committees. 

          (d) To designate from time to time the person or persons who may sign
     or endorse checks, drafts, or other orders for payment of money, notes, or
     other evidences of indebtedness, issued in the name of, or payable to, the
     Corporation, and to prescribe the manner of collecting and depositing funds
     of the Corporation, and the manner of drawing of checks thereon. 

          (e) To authorize the issuance of stock of the Corporation, from time
     to time, upon such terms as may be lawful. 

          (f) To prepare an annual report to be sent to the stockholders after
     the close of the fiscal or calendar year of the Corporation, which report
     shall comply with the requirements of law. To the extent permitted by law,
     the requirements that an annual report be sent to stockholders and the time
     limits for sending such reports are hereby waived, the directors,
     nevertheless, having the authority to cause such report to be prepared and
     sent to stockholders. 

     2. TERM OF OFFICE. Each director shall hold office until the annual meeting
of the stockholders next following his election and until his successor is
elected and qualified, or until his earlier death, or resignation or removal in
the manner hereinafter provided.

     3. QUORUM AND MANNER OF ACTING. A majority of the directors in office (but
in no event less than one-third of the authorized number of directors) shall
constitute a quorum for the transaction of business at any meeting, and the act
of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the board of directors. A majority of the directors
present may adjourn any meeting from time to time. Notice of any adjourned
meeting shall be given in the manner provided in Section 5 of this Article. 

     4. VACANCIES. A vacancy in the board of directors exists in case of the
happening of any of the following events: 

          (a) The death, resignation, or removal of any director.

          (b) The authorized number of directors is increased.

          (c) At any annual, regular, or special meeting of stockholders at
     which any director is elected, the stockholders fail to elect the full
     authorized number of directors to be elected at that meeting.

          (d) The board of directors declares vacant the office of a director
     who has been declared of unsound mind by an order of the court or convicted
     of a felony, or otherwise in a manner provided by law.


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          All vacancies (other than vacancies created by removal of a director)
may be filled by the majority of the remaining directors, though less than a
quorum, or by a sole remaining director. Each director so elected shall hold
office until his successor is elected at an annual, regular, or special meeting
of the stockholders. The stockholders may, by vote or written consent of a
majority of the outstanding shares entitled to vote in election of directors,
elect a director at any time to fill any vacancy not filled by the directors. If
the board of directors accepts the resignation of a director tendered to take
effect at a future time, the board of directors or the stockholders may elect a
successor to take office when the resignation becomes effective. A reduction of
the authorized number of directors does not remove any director prior to the
expiration of his term of office.

     5. MEETINGS OF DIRECTORS.

          (a) There shall be no regular meetings of the board of directors
     unless the board of directors shall establish such regular meetings by duly
     adopted resolution, and each meeting of the board of directors shall be a
     special meeting.

          (b) All meetings of the board of directors shall be called by the
     chairman of the board (if any), or the president, or, if both are absent or
     unable or refuse to act, by any vice president, the secretary or by any two
     (2) directors. 

          (c) Written or oral notice of the time and place of special meetings
     of the board of directors shall be given or delivered personally to each
     director, or sent to each director by mail or by other form of written or
     telephonic communication, at least forty-eight (48) hours before the
     meeting if personal delivery is made or if the telephone, telegraph, cable
     or telex is used, and at least four (4) days before the meeting if mail is
     used. If the address of a director is not shown on the records and is not
     readily ascertainable, notice shall be addressed to such director at the
     place and city in which the meetings of the directors are regularly held.
     Proof that notice was given shall be by affidavit of the chairman of the
     board, president, vice president, secretary or two (2) directors, or of the
     person acting under the direction of any of the foregoing, who gives such
     notice and such proof of notice shall be made a part of the minutes of the
     meeting. Notice of the time and place of holding an adjourned meeting shall
     be given to absent directors if the time fixed at the meeting which was
     adjourned for the adjourned meeting is more than twenty-four (24) hours
     after adjournment. Notwithstanding the foregoing, sufficient notice of a
     meeting of the board of directors to be held immediately following a
     stockholders meeting at which one or more directors is elected, may be
     given by announcement thereof at such stockholders' meeting. 

          (d) At the meeting of the board of directors next following each
     annual meeting of the stockholders, the board shall elect officers. 

          (e) Notice of a meeting need not be given to any director who signs a
     waiver of notice or a consent to holding the meeting or an approval of the
     minutes thereof, whether before or after the meeting, or who attends the
     meeting without


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     protesting, prior thereto or at its commencement, the lack of notice to
     such director. All such waivers, consents, or approvals shall be filed with
     the corporate records or made a part of the minutes of the meeting. 

          (f) Meetings of the directors may be held at any place within or with
     out the State of Delaware designated in the notice of the meeting or, if
     not stated in the notice or if there is no notice, designated by resolution
     of the board of directors. 

          (g) The members of the board of directors or of any committee thereof
     may participate in a meeting by means of conference telephone or similar
     communications equipment by means of which all persons participating in the
     meeting can hear each other, and participation in a meeting by such means
     shall constitute presence in person at such a meeting. 

     6. CONSENT OF DIRECTORS IN LIEU OF MEETING. Any action required or
permitted to be taken by the board of directors of the Corporation under the
General Corporation Law of the State of Delaware may be taken without a meeting
if all members of the board, individually or collectively, consent thereto in
writing and the writing or writings evidencing such consent are filed with the
minutes of proceedings of the board. Such action by written consent shall have
the same force and effect as a unanimous vote of such directors.

     7. FEES AND COMPENSATION. One or more of the directors may, by resolution
of the board of directors, receive a stated salary for services as director and
may be allowed a fixed fee, with or without expenses, for attendance at each
meeting. Nothing herein contained shall be construed to preclude any director
from serving the Corporation in any capacity as an officer, agent, employee or
otherwise, and receiving compensation therefor. 

     8. RESIGNATIONS. Any director of the Corporation may resign at any time by
giving written notice to the board of directors. The resignation of any director
shall take effect at the date of receipt of such notice or at any later date
specified therein and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. 

     9. REMOVAL OF DIRECTORS. Any director or the entire board of directors may
be removed, with or without cause, by the holders of a majority of the shares of
the Corporation then entitled to vote at an election of directors. 

     10. ELECTION OF OFFICERS; TERM OF OFFICE; QUALIFICATIONS; DUTIES. The
officers of the Corporation shall be chosen by the board of directors. Each
officer shall hold office until his or her successor is chosen and shall have
qualified or until his or her death, or until he or she shall have resigned or
shall have been removed in the manner hereinafter provided. Officers may be, but
need not necessarily be, selected from the members of the board of directors or
from the stockholders. The officers shall each have such powers and duties as
are set forth in these Bylaws and as generally pertain


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to their respective offices, and as from time to time may be conferred upon them
by the board of directors. Any number of offices may be held by the same person.

     11. REMOVAL OF OFFICERS. Any officer may be removed, either with or without
cause, at any time, by the board of directors. 

     12. RESIGNATION OF OFFICERS. Any officer may resign at any time by giving
written notice to the board of directors. Any such resignation shall take effect
at the date of receipt of such notice or at any later date specified therein
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. 

     13. VACANCIES OF OFFICERS. A vacancy in any office because of death,
resignation, removal or any other cause shall be filled in the manner prescribed
in these Bylaws for election to such office. 

     14. CHAIRMAN OF THE BOARD. Should the board of directors elect a chairman
of the board, he shall, subject to the control of the board of directors, have
such supervision, direction and control of the business and other officers of
the Corporation as the board of directors may delegate to such officer from time
to time. Absent such specific delegation, and unless provided otherwise by
resolution of the board of directors, the chairman of the board shall have the
duties and authority of a chief executive officer. The chairman of the board
shall preside at all meetings of the stockholders, and, if a director, at all
meetings of the board of directors. 

     15. PRESIDENT. Should the board of directors elect a president, he shall,
subject to the control of the board of directors, have such supervision,
direction and control of the business and officers of the Corporation as the
board of directors may delegate to such officer from time to time. Absent such
specific delegation, and in the absence of the existence of the office of
chairman of the board, the president shall have the duties and authority of a
chief executive officer, and shall preside at all meetings of the stockholders
and, if a director, at all meetings of the board of directors. Should the office
of chairman of the board exist, the president shall have such duties and
authority as may be granted to such officer by the board of directors or as may
be delegated to such officer by the chairman of the board. 

     16. SECRETARY. Should the board of directors elect a secretary, he shall be
the custodian of the seal of the Corporation and of the books and records and
files thereof, and shall affix the seal of the Corporation to all stock
certificates, papers and instruments requiring the same. The secretary shall, in
the manner provided by law, keep, or cause to be kept, at the principal
executive office, or such other place as the board of directors may order, a
minute book of all meetings of directors and stockholders. The secretary shall
keep, or cause to be kept, at the principal executive office or at the office of
the Corporation's transfer agent, a share register, or a duplicate share
register, showing the names of the stockholders and their addresses, the number
and classes of shares held by each, the number and date of cancellation of every
certificate surrendered for cancellation.


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<PAGE>   12

     17. CHIEF FINANCIAL OFFICER. Should the board of directors elect a chief
financial officer, he shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of the Corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, surplus and shares. The chief
financial officer shall render to the president or the board of directors,
whenever such officer or board so requests, an account of the financial
condition of the Corporation. 

                                       V.
                                     Stock

     1. CERTIFICATE OF SHARES. Every owner of shares in the Corporation shall be
entitled to have a certificate in such form, not inconsistent with the
Certificate of Incorporation or any law, as shall be prescribed by the board of
directors, certifying the number of shares and class or series owned by such
stockholder in the Corporation. Every certificate for shares shall be signed by,
or in the name of the Corporation signed by, the chairman or the vice chairman
of the board, if any, the president or a vice president, and the chief financial
officer or an assistant chief financial officer or treasurer or the secretary or
an assistant secretary. Subject to the restrictions provided by law, signatures
may be a facsimile and shall be effective irrespective of whether any person
whose signature appears on the certificate shall have ceased to be such officer
before the certificate is delivered by the Corporation. Each certificate issued
shall bear all statements or legends required by law to be affixed thereto.

     2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made
only on the books of the Corporation by the registered holder thereof or by such
other person as may under law be authorized to endorse such shares for transfer,
or by such stockholder's attorney thereunto authorized by power of attorney duly
executed and filed with the secretary or with the transfer agent or transfer
clerk. Except as otherwise provided by law, upon surrender to the Corporation or
its transfer agent or transfer clerk of a certificate for shares duly endorsed
and accompanied by all applicable taxes thereon, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction upon its books. The secretary or
transfer agent may require that all signatures shall be guaranteed. Whenever any
transfer of shares shall be made for collateral security and not absolutely,
such facts shall be so expressed in the entry of transfer if, when the
certificate or certificate shall be presented to the Corporation for transfer,
both the transferor and transferee request the Corporation so to do.

     3. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. The holder of any
shares of the Corporation shall immediately notify the Corporation of any loss,
theft, destruction or mutilation of the certificate therefor. The board of
directors shall direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Corporation alleged
to have been lost, stolen or destroyed, or upon the surrender of any mutilated
certificate, if the Corporation shall not theretofore have received notice that
the certificate alleged to have been lost, destroyed or stolen has been acquired
by a bona fide purchaser thereof, and the board of directors may,


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<PAGE>   13

at its discretion, require the owner of the lost, stolen, or destroyed
certificate or such owner's legal representatives to give the Corporation a bond
in such sum, limited or unlimited, in such form and with such surety or sureties
as the board of directors shall, in its uncontrolled discretion, determine, to
indemnify the Corporation against any claim that may be made against it on
account of alleged loss, theft, or destruction of any such certificate or the
issuance of such new certificate. 

     4. REGISTERED STOCKHOLDERS. Except as otherwise provided by law, the
Corporation shall be entitled to recognize as the exclusive owner of shares or
other securities of the Corporation, for all purposes as regards the
Corporation, the person in whose name the shares or other securities stand
registered on its books as the owner, and such person exclusively shall be
entitled to receive dividends and to vote as such owner. To the extent
permissible under law, the Corporation shall be entitled to hold liable for
calls and assessments a person registered on its books as the owner of the
shares or other securities, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares or other securities on the
part of any person, whether or not it shall have express or other notice
thereof. 

     5. REGULATIONS. The board of directors shall have power and authority to
make all such rules and regulations not inconsistent with law or with the
Certificate of Incorporation as may be deemed expedient concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation, and may appoint transfer agents, transfer clerks and registrars
thereof. 

                                      VI.
                         Corporate Records--Inspection

     1. RECORDS. The Corporation shall maintain adequate and correct accounts,
books and records of its business and properties. All of such books, records and
accounts shall be kept at the Corporation's principal executive office, as fixed
by the board of directors from time to time.

     2. INSPECTION OF BOOKS AND RECORDS. All books and records of the
Corporation shall, to the extent required by law, be open to inspection of
directors, stockholders, and voting trust certificate holders, in the manner
provided by law.

     3. INSPECTION OF BYLAWS. The Corporation shall keep in its principal
executive office the original or a copy of these Bylaws as amended or otherwise
altered to date, which shall be open to inspection by the stockholders at all
reasonable times during office hours. The Corporation shall upon the written
request of any stockholder furnish to such stockholder a copy of these Bylaws as
amended to date. 

                                      VII.
                                      Seal

          The board of directors may adopt a corporate seal, which shall be 
circular in form, and shall have inscribed thereon the name of the Corporation,
the date of its incorporation, the word "Delaware," and such other words or
figures as the board of


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<PAGE>   14

directors may approve and adopt. The board of directors may alter the corporate
seal at any time and from time to time, provided the seal, as altered, conforms
with the requirements of this Article.

                                     VIII.
                                  Fiscal Year

          The fiscal year of the Corporation shall be as determined by the board
of directors from time to time.

                                      IX.
                                Indemnification

     1. RIGHT TO INDEMNIFICATION. The Corporation shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding"), by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director or officer of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans (an "indemnitee"), against all liability and loss
suffered and expenses (including attorneys' fees) reasonably incurred by such
indemnitee. Subject to Section 3 of this Article, the Corporation shall be
required to indemnify an indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if the initiation of such proceeding
(or part thereof) by the indemnitee was authorized by the board of directors.

     2. PREPAYMENT OF EXPENSES. The Corporation shall pay the expenses
(including attorneys fees) incurred by an indemnitee in defending any proceeding
in advance of its final disposition; provided, however, that the payment of
expenses incurred by a director or officer in advance of the final disposition
of the proceeding shall be made only upon receipt of an undertaking by the
director or officer to repay all amounts advanced if it should be ultimately
determined that the director or officer is not entitled to be indemnified under
this Article or otherwise.

     3. CLAIMS. If a claim for indemnification or payment of expenses under this
Article is not paid in full within sixty (60) days after a written claim
therefor by the indemnitee has been received by the Corporation, the indemnitee
may file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, shall be entitled to be paid the expense of prosecuting such
claim. In any such action the Corporation shall have the burden of proving that
the indemnitee was not entitled to the requested indemnification or payment of
expenses under applicable law. 

     4. NONEXCLUSIVITY OF RIGHTS. The rights conferred on any person by this
Article shall not be exclusive of any other rights which such person may have or


                                       14
<PAGE>   15

hereafter acquire under any statute, provision of the certificate of
incorporation, these Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise. 

     5. OTHER INDEMNIFICATION. The Corporation's obligation, if any, to
indemnify or advance expenses to any person who was or is serving at its request
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, enterprise or nonprofit entity shall be reduced by any
amount such person may collect as indemnification or advancement from such other
corporation, partnership, joint venture, trust, enterprise or nonprofit entity.


     6. AMENDMENT OR REPEAL. Any repeal or modification of the foregoing
provisions of this Article shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to the
time of such repeal or modification. 

                                       X.
                                   Amendments

     1. AMENDMENTS. These Bylaws, or any of them, may be altered, amended or
repealed, and new Bylaws may be made, upon the affirmative vote given at a
meeting, or the written consent without a meeting, of the holders of record of a
majority of the total number of shares of the Corporation voting thereon or, if
permitted by the Certificate of Incorporation, by the board of directors.

     2. RECORDATION. If any Bylaw is adopted, amended or repealed, such action
shall be recorded in the Bylaw section of the minute book in the appropriate
place.

          THIS IS TO CERTIFY: That I am the duly elected, qualified and acting 
Secretary of Protection One Acquisition Holding Corporation and that the
foregoing Bylaws are the Bylaws of said corporation on October 16, 1998.



                                       /s/ JOHN W. HESSE
                                       -----------------------------------------
                                       John W. Hesse, Secretary

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