<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.
          STOCK OPTION PLAN AND SECURITY ASSOCIATES INTERNATIONAL, INC.
                         MISCELLANEOUS WARRANT AGREEMENT

                              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(1)       offering price per     aggregate offering     registration fee(2)
to be registered                                        share(2)               price(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                       <C>                  <C>                      <C>
Common Stock, par value        1,825,000(3)              $2.375               $4,334,375               $1,205
$.001 per share
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  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.

(2)  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.

(3)  The number of shares to be registered under the respective plans are as
     follows: Stock Option Plan - 1,800,000; and Miscellaneous Warrant Agreement
     - 25,000.



<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 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

                                       2
<PAGE>   3

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;

                       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



                                       3
<PAGE>   4

                       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
                  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,
                  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.


                                       4
<PAGE>   5

                                   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
                                      Its: President and Chief Executive Officer



                                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



                                       5
<PAGE>   6



         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.

<TABLE>
<CAPTION>
         Signature                                    Title
         ---------                                    -----


<S>                                        <C>
                                           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

</TABLE>


<PAGE>   7
                                  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. Stock Option Plan

         4.4           Form of Security Associates International, Inc. Warrant
                       Agreement

         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 dated April 22, 1998, as amended and supplemented.



                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17862}]
{"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": "333-87833", "film-number": "99717495"}, "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.
          STOCK OPTION PLAN AND SECURITY ASSOCIATES INTERNATIONAL, INC.
                         MISCELLANEOUS WARRANT AGREEMENT

                              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(1)       offering price per     aggregate offering     registration fee(2)
to be registered                                        share(2)               price(2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value        1,825,000(3)              $2.375               $4,334,375               $1,205
$.001 per share
------------------------------------------------------------------------------------------------------------------------------------
(1)  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.

(2)  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.

(3)  The number of shares to be registered under the respective plans are as
     follows: Stock Option Plan - 1,800,000; and Miscellaneous Warrant Agreement
     - 25,000.
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 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

                                       2
3

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;

                       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

                                       3
4

                       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
                  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,
                  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.

                                       4
5

                                   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
                                      Its: President and Chief Executive Officer

                                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

                                       5
6

         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
                                  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. Stock Option Plan

         4.4           Form of Security Associates International, Inc. Warrant
                       Agreement

         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 dated April 22, 1998, as amended and supplemented.

                                       6