<PAGE>   1


                                                      Registration No. 333-
                                                                           -----

   As filed with the Securities and Exchange Commission on September 27, 1999

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                  ---------------------------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                     SECURITY ASSOCIATES INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


                 DELAWARE                                  87-0467198
       (State or other Jurisdiction                     (I.R.S. Employer
     of incorporation or organization)               Identification Number)

     2101 SOUTH ARLINGTON HEIGHTS ROAD                   (847) 956-8650
                 SUITE 100                        (Telephone number, including
     ARLINGTON HEIGHTS, ILLINOIS 60005             area code, of registrant's
     (Address, including zip code, of             principal executive offices)
 registrant's principal executive offices)


                     SECURITY ASSOCIATES INTERNATIONAL, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                              MR. JAMES S. BRANNEN
                                    PRESIDENT
                     SECURITY ASSOCIATES INTERNATIONAL, INC.
                        2101 SOUTH ARLINGTON HEIGHTS ROAD
                                    SUITE 100
                        ARLINGTON HEIGHTS, ILLINOIS 60005
                                 (847) 956-8650
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Title of each                  Amount to be         Proposed maximum       Proposed maximum           Amount of
class of securities            registered(2)       offering price per     aggregate offering     registration fee(3)
to be registered(1)                                     share(3)               price(3)
-------------------------- ---------------------- ---------------------- ---------------------- ----------------------
<S>                               <C>                    <C>                   <C>                     <C>
Common Stock, par value           350,000                $2.375                $831,250                $231.09
$.001 per share
-------------------------- ---------------------- ---------------------- ---------------------- ----------------------
</TABLE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2) This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution provisions
contained in the plan.

(3) Pursuant to Rule 457(h), the registration fee was computed on the basis of
the average of the high and low prices of the registrant's Common Stock on the
American Stock Exchange on September 21, 1999.


<PAGE>   2

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have heretofore been filed by Security
Associates International, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission"), are incorporated by reference in this
Registration Statement, except to the extent that any statement or information
therein is modified, superseded or replaced by a statement or information
contained in any other subsequently filed document incorporated herein by
reference:

     i.   the Company's Annual Report on Form 10-K for the year ended December
          31, 1998;

     ii.  the Company's Quarterly Reports on Form 10-Q for the periods ended
          March 31, 1999 and June 30, 1999; and

     iii. the description of the Company's Common Stock contained in the
          Company's Registration Statement on Form S-1 dated April 22, 1998, as
          amended and supplemented.

All documents filed by the Company or the plans pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

     ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     As permitted by the Delaware General Corporation Law, the Company's Amended
and Restated Certificate of Incorporation provides that directors of the Company
shall not be personally

                                       2
<PAGE>   3

liable for monetary damages to the Company for certain breaches of their
fiduciary duty as directors, unless they violated their duty of loyalty to the
Company or its stockholders, acted in bad faith, knowingly or intentionally
violated the law, authorized illegal dividends or redemptions, or derived an
improper personal benefit from their action as directors. This provision would
have no effect on the availability of equitable remedies or nonmonetary relief,
such as an injunction or rescission for breach of the duty of care. In addition,
the provision applies only to claims against a director arising out of his or
her role as a director and not in any other capacity (such as an officer or
employee of the Company). Further, liability of a director for violations of the
federal securities laws will not be limited by this provision. Directors will,
however, no longer be liable for monetary damages arising from decisions
involving violations of the duty of care which could be deemed grossly
negligent.

     The Amended and Restated Certificate of Incorporation provides that
directors and officers of the Company shall be indemnified by the Company to the
fullest extent authorized by Delaware law, against all expenses and liabilities
reasonably incurred in connection with service for or on behalf of the Company.
The Amended and Restated Certificate of Incorporation also authorizes the
Company to enter into one or more agreements with any person which provide for
indemnification greater or different from that provided in the Amended and
Restated Certificate of Incorporation. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8.  EXHIBITS.

     See Exhibit Index which is incorporated herein by reference.

     ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               i.   To include any prospectus required by Section 10(a)(3) of
                    the Securities Act;


                                       3
<PAGE>   4
               ii.  To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;

               iii. To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such information in the
                    registration statement;

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the registration statement is on Form S-3 or Form
               S-8, and the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to Section 13
               or Section 15(d) of the Exchange Act that are incorporated by
               reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Exchange Act and each filing of the plans' annual
          report pursuant to Section 15(d) of the Exchange Act that is
          incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to officers, directors, and
          controlling persons of the registrant pursuant to the registrant's
          certificate of incorporation or by-laws, or otherwise, the registrant
          has been advised that in the opinion of the Commission such
          indemnification is against public policy as expressed in the
          Securities Act and is, therefore,


                                       4
<PAGE>   5

          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer, or controlling
          person in connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such issue.


                                   SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Arlington Heights, State of Illinois, on the
23rd day of September, 1999.

                                         Security Associates International, Inc.




                                         By: /s/ James S. Brannen
                                            ----------------------------------
                                             James S. Brannen, President and
                                             Chief Executive Officer





                                       5
<PAGE>   6


                                POWER OF ATTORNEY

     Know all men by these presents, that each person whose signature appears
below constitutes and appoints James S. Brannen and Howard S. Schickler, and
each of them singly, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his capacity as a director and/or
officer of Security Associates International, Inc.) to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

     IN WITNESS WHEREOF, the undersigned have executed this power of attorney on
the 23rd day of September, 1999.



     /s/ James S. Brannen                         /s/ Douglas Oberlander
-------------------------------              -----------------------------------
James S. Brannen                             Douglas Oberlander


     /s/ Ronald I. Davis                          /s/ Thomas J. Salvatore
-------------------------------              -----------------------------------
Ronald I. Davis                              Thomas J. Salvatore


     /s/ Michael B. Jones
-------------------------------
Michael B. Jones





                                       6
<PAGE>   7


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
respective capacities on this 23rd day of September, 1999.

     Signature                               Title
     ---------                               -----


                                             President, Chief Executive Officer
     /s/ James S. Brannen                    and Director
--------------------------------             (Principal Executive Officer)
 James S. Brannen

                                             Senior Vice President and
                                             Chief Financial Officer (Principal
     /s/ Daniel S. Zittman                   Financial and Accounting Officer)
--------------------------------
Daniel S. Zittman


     /s/ Ronald I. Davis                     Director
--------------------------------
Ronald I. Davis


     /s/ Thomas J. Salvatore                 Director
--------------------------------
Thomas J. Salvatore


     /s/ Douglas Oberlander                  Director
--------------------------------
Douglas Oberlander


     /s/ Michael B. Jones                    Director
--------------------------------
Michael B. Jones





                                       7
<PAGE>   8


     THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Security Associates International, Inc. Employee Stock Purchase Plan has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Arlington Heights,
State of Illinois, on the 23rd day of September, 1999.


                                      Security Associates International, Inc.



                                      By:  /s/ James S. Brannen
                                         -----------------------------------
                                           James S. Brannen, President
                                           Chief Executive Officer and Director
                                           (Principal Executive Officer)
                                      Its: Plan Administrator








                                       8
<PAGE>   9

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

 Exhibit
  Number                   Description of Exhibit
  ------                   ----------------------
<S>        <C>
   4.1     Amended and Restated Certificate of Incorporation of Security
           Associates International, Inc.1

   4.2     By-Laws of Security Associates International, Inc., as amended to
           date 1

   4.3     Security Associates International, Inc. Employee Stock Purchase Plan

    5      Opinion of Sachnoff & Weaver, Ltd.

    23     Consent of Arthur Andersen, LLP

    24     Powers of Attorney (contained on the signature page hereto)

</TABLE>



------------------------
1  Incorporated by reference from the Company's Registration Statement on Form
S-1 filed April 22, 1998, as amended and supplemented.



                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18032}]
{"company-data": {"conformed-name": "SECURITY ASSOCIATES INTERNATIONAL INC", "cik": "0000851720", "assigned-sic": "7381", "irs-number": "870467198", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87835", "film-number": "99717496"}, "business-address": {"street1": "2101 S ARLINGTON HEIGHTS RD", "street2": "STE 100", "city": "ARLINGTON HEIGHTS", "state": "IL", "zip": "60005", "phone": "8479568650"}, "mail-address": {"street1": "2101 SOUTH ARLINGTON HEIGHTS RD", "street2": "STE 100", "city": "ARLINGTON HEIGHTS", "state": "IL", "zip": "60005"}, "former-company": {"former-conformed-name": "EXESS INC", "date-changed": "19920703"}}
1

                                                      Registration No. 333-
                                                                           -----

   As filed with the Securities and Exchange Commission on September 27, 1999

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                  ---------------------------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                     SECURITY ASSOCIATES INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                  87-0467198
       (State or other Jurisdiction                     (I.R.S. Employer
     of incorporation or organization)               Identification Number)

     2101 SOUTH ARLINGTON HEIGHTS ROAD                   (847) 956-8650
                 SUITE 100                        (Telephone number, including
     ARLINGTON HEIGHTS, ILLINOIS 60005             area code, of registrant's
     (Address, including zip code, of             principal executive offices)
 registrant's principal executive offices)

                     SECURITY ASSOCIATES INTERNATIONAL, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                              MR. JAMES S. BRANNEN
                                    PRESIDENT
                     SECURITY ASSOCIATES INTERNATIONAL, INC.
                        2101 SOUTH ARLINGTON HEIGHTS ROAD
                                    SUITE 100
                        ARLINGTON HEIGHTS, ILLINOIS 60005
                                 (847) 956-8650
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Title of each                  Amount to be         Proposed maximum       Proposed maximum           Amount of
class of securities            registered(2)       offering price per     aggregate offering     registration fee(3)
to be registered(1)                                     share(3)               price(3)
-------------------------- ---------------------- ---------------------- ---------------------- ----------------------
Common Stock, par value           350,000                $2.375                $831,250                $231.09
$.001 per share
-------------------------- ---------------------- ---------------------- ---------------------- ----------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(2) This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution provisions
contained in the plan.

(3) Pursuant to Rule 457(h), the registration fee was computed on the basis of
the average of the high and low prices of the registrant's Common Stock on the
American Stock Exchange on September 21, 1999.
2

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have heretofore been filed by Security
Associates International, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission"), are incorporated by reference in this
Registration Statement, except to the extent that any statement or information
therein is modified, superseded or replaced by a statement or information
contained in any other subsequently filed document incorporated herein by
reference:

     i.   the Company's Annual Report on Form 10-K for the year ended December
          31, 1998;

     ii.  the Company's Quarterly Reports on Form 10-Q for the periods ended
          March 31, 1999 and June 30, 1999; and

     iii. the description of the Company's Common Stock contained in the
          Company's Registration Statement on Form S-1 dated April 22, 1998, as
          amended and supplemented.

All documents filed by the Company or the plans pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

     ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     As permitted by the Delaware General Corporation Law, the Company's Amended
and Restated Certificate of Incorporation provides that directors of the Company
shall not be personally

                                       2
3

liable for monetary damages to the Company for certain breaches of their
fiduciary duty as directors, unless they violated their duty of loyalty to the
Company or its stockholders, acted in bad faith, knowingly or intentionally
violated the law, authorized illegal dividends or redemptions, or derived an
improper personal benefit from their action as directors. This provision would
have no effect on the availability of equitable remedies or nonmonetary relief,
such as an injunction or rescission for breach of the duty of care. In addition,
the provision applies only to claims against a director arising out of his or
her role as a director and not in any other capacity (such as an officer or
employee of the Company). Further, liability of a director for violations of the
federal securities laws will not be limited by this provision. Directors will,
however, no longer be liable for monetary damages arising from decisions
involving violations of the duty of care which could be deemed grossly
negligent.

     The Amended and Restated Certificate of Incorporation provides that
directors and officers of the Company shall be indemnified by the Company to the
fullest extent authorized by Delaware law, against all expenses and liabilities
reasonably incurred in connection with service for or on behalf of the Company.
The Amended and Restated Certificate of Incorporation also authorizes the
Company to enter into one or more agreements with any person which provide for
indemnification greater or different from that provided in the Amended and
Restated Certificate of Incorporation. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8.  EXHIBITS.

     See Exhibit Index which is incorporated herein by reference.

     ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               i.   To include any prospectus required by Section 10(a)(3) of
                    the Securities Act;

                                       3
4
               ii.  To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;

               iii. To include any material information with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such information in the
                    registration statement;

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the registration statement is on Form S-3 or Form
               S-8, and the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the registrant pursuant to Section 13
               or Section 15(d) of the Exchange Act that are incorporated by
               reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act, each such post-effective amendment shall be
               deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Exchange Act and each filing of the plans' annual
          report pursuant to Section 15(d) of the Exchange Act that is
          incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to officers, directors, and
          controlling persons of the registrant pursuant to the registrant's
          certificate of incorporation or by-laws, or otherwise, the registrant
          has been advised that in the opinion of the Commission such
          indemnification is against public policy as expressed in the
          Securities Act and is, therefore,

                                       4
5

          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer, or controlling
          person in connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such issue.

                                   SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Arlington Heights, State of Illinois, on the
23rd day of September, 1999.

                                         Security Associates International, Inc.

                                         By: /s/ James S. Brannen
                                            ----------------------------------
                                             James S. Brannen, President and
                                             Chief Executive Officer

                                       5
6

                                POWER OF ATTORNEY

     Know all men by these presents, that each person whose signature appears
below constitutes and appoints James S. Brannen and Howard S. Schickler, and
each of them singly, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (including his capacity as a director and/or
officer of Security Associates International, Inc.) to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

     IN WITNESS WHEREOF, the undersigned have executed this power of attorney on
the 23rd day of September, 1999.

     /s/ James S. Brannen                         /s/ Douglas Oberlander
-------------------------------              -----------------------------------
James S. Brannen                             Douglas Oberlander

     /s/ Ronald I. Davis                          /s/ Thomas J. Salvatore
-------------------------------              -----------------------------------
Ronald I. Davis                              Thomas J. Salvatore

     /s/ Michael B. Jones
-------------------------------
Michael B. Jones

                                       6
7

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
respective capacities on this 23rd day of September, 1999.

     Signature                               Title
     ---------                               -----

                                             President, Chief Executive Officer
     /s/ James S. Brannen                    and Director
--------------------------------             (Principal Executive Officer)
 James S. Brannen

                                             Senior Vice President and
                                             Chief Financial Officer (Principal
     /s/ Daniel S. Zittman                   Financial and Accounting Officer)
--------------------------------
Daniel S. Zittman

     /s/ Ronald I. Davis                     Director
--------------------------------
Ronald I. Davis

     /s/ Thomas J. Salvatore                 Director
--------------------------------
Thomas J. Salvatore

     /s/ Douglas Oberlander                  Director
--------------------------------
Douglas Oberlander

     /s/ Michael B. Jones                    Director
--------------------------------
Michael B. Jones

                                       7
8

     THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Security Associates International, Inc. Employee Stock Purchase Plan has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Arlington Heights,
State of Illinois, on the 23rd day of September, 1999.

                                      Security Associates International, Inc.

                                      By:  /s/ James S. Brannen
                                         -----------------------------------
                                           James S. Brannen, President
                                           Chief Executive Officer and Director
                                           (Principal Executive Officer)
                                      Its: Plan Administrator

                                       8
9

                                  EXHIBIT INDEX
Exhibit
  Number                   Description of Exhibit
  ------                   ----------------------
4.1     Amended and Restated Certificate of Incorporation of Security
           Associates International, Inc.1

   4.2     By-Laws of Security Associates International, Inc., as amended to
           date 1

   4.3     Security Associates International, Inc. Employee Stock Purchase Plan

    5      Opinion of Sachnoff & Weaver, Ltd.

    23     Consent of Arthur Andersen, LLP

    24     Powers of Attorney (contained on the signature page hereto)
------------------------
1  Incorporated by reference from the Company's Registration Statement on Form
S-1 filed April 22, 1998, as amended and supplemented.

                                       9