SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* POI ACQUISITION I INC (Last) (First) (Middle) 375 PARK AVENUE, 14TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/17/2004	3. Issuer Name and Ticker or Trading Symbol PROTECTION ONE INC [ POIX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, Par Value $0.01 Per Share	85,291,497	D(1)(2)(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* POI ACQUISITION I INC (Last) (First) (Middle) 375 PARK AVENUE, 14TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* POI ACQUISITION LLC (Last) (First) (Middle) 375 PARK AVENUE 14TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* QUADRANGLE CAPITAL PARTNERS LP (Last) (First) (Middle) 30 ROCKEFELLER PLAZA 31ST FLOOR (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* QUADRANGLE CAPITAL PARTNERS A LP (Last) (First) (Middle) 375 PARK AVENUE 14TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* QUADRANGLE SELECT PARTNERS LP (Last) (First) (Middle) 30 ROCKEFELLER PLAZA 31ST FLOOR (Street) NEW YORK NY 10020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* QUADRANGLE GP INVESTORS LP (Last) (First) (Middle) 375 PARK AVE (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* QUADRANGLE GP INVESTORS LLC (Last) (First) (Middle) 375 PARK AVENUE 14TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* QUADRANGLE MASTER FUNDING LTD (Last) (First) (Middle) C/O WALKERS SPV LIMITED, WALKER HOUSE MARY STREET, PO BOX 908GT (Street) GEORGE TOWN E9 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* QDRA LLC (Last) (First) (Middle) 375 PARK AVENUE 14TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. All ordinary shares of Issuer ("Ordinary Shares") reported herein are owned by POI Acquisition I, Inc. ("Acquisition I").

2. POI Acquisition, L.L.C. may be deemed, as a result of its ownership of 66.67% of the total outstanding shares of POI Acquisition I, Inc. to have shared voting or dispositive power with respect to the Ordinary Shares owned by POI Acquisition I, Inc.

3. Quadrangle GP Investors LP is the general partner of Quadrangle Capital Partners LP, Quadrangle Select Partners LP and Quadrangle Capital Partners-A LP, which together own all of the equity of POI Acquisition, L.L.C. Quadrangle GP Investors LLC is the general partner of Quadrangle GP Investors LP.

4. Quadrangle Master Funding Ltd may be deemed, as a result of its ownership of 33.33% of the total outstanding shares of POI Acquisition I, Inc., to have shared voting or dispositive power with respect to the Ordinary Shares owned by POI Acquisition I, Inc. QDRA LLC is the advisor of Quadrangle Master Funding Ltd.

5. Each of the Reporting Persons named above (except POI Acquisition I, Inc.) disclaims beneficial ownership of the Ordinary Shares beneficially owned by POI Acquisition I, Inc., except to the extent of any pecuniary interest therein.

	David A. Tanner, as President of POI Acquisition I, Inc.	02/27/2004
	** Signature of Reporting Person	Date
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