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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                      -----------------------------------
                                  SCHEDULE TO
                                 (Rule 13e-4)
           Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                    of the Securities Exchange Act of 1934
                               (Amendment No. 1)
                         -----------------------------
                                 ULTRAK, INC.
                    (Name of the Subject Company (Issuer))
                    --------------------------------------
                                 ULTRAK, INC.
                       (Name of Filing Person (Offeror))

    Options Under the Ultrak, Inc. 1988 Non-Qualified Stock Option Plan, as
         amended, to Purchase Common Stock, par value $0.01 per share.
                        (Title of Class of Securities)

                                  903898 40 1
                     (CUSIP Number of Class of Securities)
                           (Underlying Common Stock)

                                 Chris Sharng
                             Senior Vice President
                                 Ultrak, Inc.
                            1301 Waters Ridge Drive
                            Lewisville, Texas 75057
                           Telephone: (972) 353-6500
                        ------------------------------
          (Name, Address and Telephone Number of Person Authorized to
        Receive Notices and Communications on Behalf of Filing Person)
                        ------------------------------
                                   Copy to:

                           Richard L. Waggoner, Esq.
                           Gardere Wynne Sewell LLP
                            3000 Thanksgiving Tower
                                1601 Elm Street
                           Dallas, Texas 75201-4761
                           Telephone: (214) 999-4510


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         [__] Check if the filing relates solely to preliminary communications
         made before the commencement of a tender offer.

         [__] Check the appropriate boxes below to designate any transactions
         to which the statement relates

                  [_]  third party tender offer subject to Rule 14d-1.
                  [X]  issuer tender offer subject to Rule 13e-4.
                  [_]  going private transaction subject to Rule 13e-3.
                  [_]  amendment to Schedule 13D under Rule 13d-2.

                  Check the following box if the filing is a final amendment
         reporting the results of the tender offer. [__]



                            INTRODUCTORY STATEMENT

         This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on June 11, 2001, relating to our offer to exchange options to
purchase shares of our Common Stock, par value $0.01 per share, held by option
holders who have not received options after December 9, 2000 under our 1998
Non-Qualified Stock Option Plan, as amended (our "1998 Plan"), for new options
to purchase shares of our Common Stock to be granted under our 1988 Plan upon
the terms and subject to conditions described in our Offer to Exchange dated
June 11, 2001 and the related Letter of Transmittal.

Item 10. Financial Statements.

         Item 10 of the Schedule TO is hereby amended and supplemented to read
in its entirety as follows:

         The financial statements, including the notes thereto, in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (pages
F-1 through F-32) and in the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2001 (pages 3 through 12), which are attached as
exhibits to the Supplement, dated June 28, 1001, to the Company's Offer to
Exchange, dated June 11, 2001 (which Supplement is attached as Exhibit (a)(1)(D)
hereto) are incorporated herein by reference.

ITEM 12. Exhibits.

         Item 12 of the Schedule TO is hereby amended and restated to read in
its entirety as follows so as to add Exhibit (a)(1)(D) attached hereto:

         (a)(1)(A)*      Offer to Exchange, dated June 11, 2001

         (a)(1)(B)*      Form of Letter of Transmittal

         (a)(1)(C)*      Form of Letter to Eligible Option Holders

         (a)(1)(D)       Supplement, dated June 28, 2001, to Offer to Exchange,
                         dated June 11, 2001



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         (b)             Not applicable

         (d)(1)*         Ultrak, Inc. 1988 Non-Qualified Stock Option Plan, as
                         amended

         (d)(2)*         Form of Non-Qualified Stock Option Agreement pursuant
                         to Ultrak, Inc. 1988 Non Qualified Stock Option Plan

         (g)             Not applicable

         (h)             Not applicable

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

*        Previously filed.



                                   SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to the Schedule TO is
true, complete and correct.


Dated:    June 28, 2001                              ULTRAK, INC.



                                                     By: /s/ Chris Sharng
                                                         -----------------------
                                                         Chris Sharng
                                                         Senior Vice President,
                                                         Chief Financial Officer
                                                         and Secretary



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                                 EXHIBIT INDEX

               Exhibit Number       Description
               --------------       -----------
                 (a)(1)(D)         Supplement, dated June 28, 2001, to Offer
                                   to Exchange, dated June 11, 2001