<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

                        For the quarterly period ended:

                                 JUNE 30, 1998

                                       or

( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

                         Commission File Number: 0-9463

                                  ULTRAK, INC.

             (Exact name of registrant as specified in its charter)

Delaware                                                        75-2626358
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

1301 Waters Ridge Drive,
Lewisville, Texas                                                 75057
(Address of principal executive offices)                        (Zip Code)

                                 (972) 353-6651
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                Yes [X]  No[ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of June 30, 1998: 14,505,868 shares of $.01 par value common
stock.


<PAGE>   2
                          ULTRAK, INC. AND SUBSIDIARIES

                           QUARTER ENDED JUNE 30, 1998

                                      INDEX




<TABLE>
<CAPTION>

                                                                                 Page No.    
                                                                                 --------
<S>                                                                              <C>
   Part I:  Financial Information                                                
                                                                                 
       Consolidated Balance Sheets                                                  3

       Consolidated Statements of Income                                            4

       Consolidated Statements of Cash Flows                                        5

       Notes to Consolidated Financial Statements                                   6

       Management's Discussion and Analysis of
       Financial Condition and Results of Operations                                9



   Part II:  Other Information                                                      12



   Signatures                                                                       13
</TABLE>



                                       2
<PAGE>   3
                   ULTRAK, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                              JUNE 30,         DECEMBER 31,
                             ASSETS                                              1998              1997 
                                                                            -------------     -------------
                                                                             (Unaudited)
<S>                                                                         <C>                  <C>       

Current Assets:
    Cash and Cash Equivalents                                               $  14,639,734        14,101,684
    Restricted Cash                                                             3,954,230         3,949,690
    Trade Accounts Receivable, less allowance for doubtful accounts            43,901,338        32,390,447
    Notes Receivable                                                                    0         1,920,281
    Inventories, net                                                           53,131,285        45,390,195
    Advances for Inventory Purchases                                            3,419,711        11,420,009
    Prepaid Expenses and Other Current Assets                                   5,681,644         3,298,493
    Deferred Income Taxes                                                       3,468,978         3,354,246
                                                                            -------------     -------------
        Total Current Assets                                                  128,196,920       115,825,045
                                                                            -------------     -------------

Property, Plant and Equipment, at cost                                         15,547,171         9,390,213
        Less accumulated depreciation and amortization                         (4,407,619)       (3,443,044)
                                                                            -------------     -------------
                                                                               11,139,552         5,947,169
                                                                            -------------     -------------

Goodwill, net of accumulated amortization                                      56,807,490        57,909,633

Other Assets                                                                    4,425,674         5,737,872
                                                                            -------------     -------------

        Total Assets                                                        $ 200,569,636       185,419,719
                                                                            =============     =============

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts Payable-Trade                                                  $  12,803,635        13,263,083
    Note Payable to Bank                                                       19,000,000                 0
    Accrued Expenses                                                            6,356,555         3,808,330
    Income Taxes Payable                                                          438,676            43,698
    Other Current Liabilities                                                   4,164,937         5,106,204
                                                                            -------------     -------------
        Total Current Liabilities                                              42,763,803        22,221,315
                                                                            -------------     -------------

Commitments and Contingencies

Equity Put Options on Common Stock                                             21,913,750        28,364,000

Stockholders' Equity:
   Preferred Stock, $5 par value, issuable in series; 2,000,000 shares
        authorized; Series A, 12% cumulative convertible, 195,351 shares
        authorized, issued and outstanding                                        976,755           976,755
   Common Stock, $.01 par value; 20,000,000 shares authorized;
        14,505,868 and 14,445,741 shares issued and outstanding at
        June 30, 1998 and December 31, 1997, respectively                         145,059           144,457
   Additional Paid in Capital                                                 132,766,835       126,414,835
   Retained Earnings                                                           15,426,138        13,692,732
   Cumulative Translation Adjustment                                           (1,880,424)       (1,868,304)
   Treasury Stock, at cost (1,162,950 and 432,850 common shares at
        June 30, 1998 and December 31, 1997, respectively)                    (11,542,280)       (4,526,071)
                                                                            -------------     -------------
        Total Stockholders' Equity                                            135,892,083       134,834,404
                                                                            -------------     -------------

        Total Liabilities and Stockholders' Equity                          $ 200,569,636       185,419,719
                                                                            =============     =============
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.




                                       3
<PAGE>   4

                          ULTRAK, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


<TABLE>
<CAPTION>
                                               THREE MONTHS      THREE MONTHS      SIX MONTHS        SIX MONTHS
                                                  ENDED             ENDED            ENDED              ENDED
                                              JUNE 30,1998       JUNE 30,1997     JUNE 30,1998       JUNE 30,1997
                                              ------------      ------------      ------------      ------------
<S>                                           <C>                 <C>               <C>               <C>       
Net sales                                     $ 51,409,481        43,984,080        99,157,840        84,556,273
Cost of sales                                   34,705,796        30,105,505        67,678,533        57,616,649
                                              ------------      ------------      ------------      ------------

        Gross profit                            16,703,685        13,878,575        31,479,307        26,939,624
        Gross profit%                                 32.5%             31.6%             31.7%             31.9%

Other operating costs:
    Marketing and sales                          8,786,516         7,409,326        16,986,566        13,591,100
    General and administrative                   4,911,276         5,212,239         9,632,532         8,829,938
    Depreciation and goodwill amortization       1,196,041           514,500         2,153,774           887,453
                                              ------------      ------------      ------------      ------------
                                                14,893,833        13,136,065        28,772,872        23,308,491
                                              ------------      ------------      ------------      ------------
        Operating expenses %                          29.0%             29.9%             29.0%             27.6%

        Operating profits                        1,809,852           742,510         2,706,435         3,631,133
        Operating profits %                            3.5%              1.7%              2.7%              4.3%

Other (expense) income:
   Interest income (expense)                      (109,068)          448,784           (89,701)        1,231,880
   Costs of terminated merger                            0                 0                 0          (697,055)
   Other, net                                      318,671           205,427           369,950           392,673
                                              ------------      ------------      ------------      ------------
                                                   209,603           654,211           280,249           927,498
                                              ------------      ------------      ------------      ------------
       Other income %                                  0.4%              1.5%              0.3%              1.1%

Income before income taxes                       2,019,455         1,396,721         2,986,684         4,558,631
       Income taxes                               (807,782)         (520,278)       (1,194,674)       (1,647,755)
                                              ------------      ------------      ------------      ------------
       Income taxes %                                (40.0)%           (37.2)%           (40.0)%           (36.1)%

NET INCOME                                       1,211,673           876,443         1,792,010         2,910,876
NET INCOME %                                           2.4%              2.0%              1.8%              3.4%

Dividend requirements on
preferred stock                                    (29,302)          (29,302)          (58,604)          (58,604)
                                              ------------      ------------      ------------      ------------

Net income allocable to
common stockholders                           $  1,182,371           847,141         1,733,406         2,852,272
                                              ============      ============      ============      ============

Income per share:

      Basic                                   $       0.09      $        .06      $        .13      $        .20
                                              ============      ============      ============      ============

      Diluted                                 $       0.08      $        .06      $        .12      $        .19
                                              ============      ============      ============      ============


Number of common shares

      Basic                                     13,676,476        14,048,656        13,826,635        13,989,853
                                              ============      ============      ============      ============

      Diluted                                   14,766,397        15,396,698        14,967,415        15,259,855
                                              ============      ============      ============      ============
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.


                                       4
<PAGE>   5
                 ULTRAK, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Unaudited)

<TABLE>
<CAPTION>
                                                                          SIX MONTHS           SIX MONTHS
                                                                             ENDED               ENDED
                                                                         JUNE 30,1998        JUNE 30,1997
                                                                        ---------------     ---------------
<S>                                                                     <C>                       <C>      
Cash flows from operating activities:
   Net income                                                           $     1,792,010           2,910,876
   Adjustments to reconcile net income to net cash used in
        operating activities:
        Depreciation and amortization                                         2,153,774           1,764,515
        Provision for losses on accounts receivable                             303,043             274,538
        Provision for inventory obsolescence                                    309,707             148,725
        Changes in operating assets and liabilities:
            Accounts and notes receivable                                    (9,893,653)          4,461,146
            Inventories                                                      (8,050,797)         (4,640,415)
            Advances for inventory purchases                                  8,000,298          (4,180,444)
            Prepaid expenses and other current assets                        (2,497,883)          1,223,173
            Noncurrent notes and other assets                                 1,127,857            (719,459)
            Accounts and notes payable                                         (459,448)         (2,349,838)
            Accrued and other current liabilities                             2,131,627          (3,145,775)
                                                                        ---------------     ---------------

                 Net cash provided by (used in) operating activities         (5,083,465)         (4,252,958)
                                                                        ---------------     ---------------

Cash flows from investing activities:
      Purchases of property and equipment                                    (6,261,505)         (1,680,517)
      Acquisitions, net of cash acquired                                           --           (32,237,303)
                                                                        ---------------     ---------------

                 Net cash provided by (used in) investing activities         (6,261,505)        (33,917,820)
                                                                        ---------------     ---------------

Cash flows from financing activities:
      Net borrowings (repayments) on revolving line of credit                19,000,000                --
      Decrease (increase) in restricted cash                                     (4,540)               --
      Issuance of common stock, net of issuance costs                           (10,951)             41,070
      Purchase of treasury stock                                             (7,016,209)         (3,765,153)
      Payment of preferred stock dividends                                      (58,604)            (58,604)
                                                                        ---------------     ---------------

                 Net cash provided by (used in) financing activities         11,909,696          (3,782,687)
                                                                        ---------------     ---------------

Effect of exchange rate changes on cash                                         (26,676)               --

Net increase (decrease) in cash and cash equivalents                            538,050         (41,953,465)
                                                                        ---------------     ---------------

Cash and cash equivalents at beginning of the period                         14,101,684          71,810,707
                                                                        ---------------     ---------------
Cash and cash equivalents at end of the period                          $    14,639,734          29,857,242
                                                                        ===============     ===============

Supplemental schedule of noncash investing and financing:
      Acquisition of businesses:
                 Assets acquired                                        $          --            53,081,896
                 Liabilities assumed                                               --           (10,956,377)
                 Common stock issued                                               --            (5,534,244)
                                                                        ---------------     ---------------
                                                                                   --            36,591,275
                 Less: cash acquired                                               --             4,353,972
                                                                        ---------------     ---------------
                                                                        $          --            32,237,303
                                                                        ===============     ===============
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.




                                       5
<PAGE>   6

                          ULTRAK, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

   1.  Basis of Presentation:

   The accompanying unaudited interim consolidated financial statements include
   the accounts of Ultrak, Inc. and its subsidiaries ("Ultrak" or "the
   Company"). All significant intercompany balances and transactions have been
   eliminated in consolidation.

   The interim financial statements are prepared on an unaudited basis and do
   not include all of the information and disclosures required by generally
   accepted accounting principles for complete financial statements. All
   adjustments which are, in the opinion of management, necessary for a fair
   presentation of the results of operations for the interim periods have been
   made and are of a recurring nature unless otherwise disclosed herein. The
   results of operations for such interim periods are not necessarily indicative
   of results of operations for a full year. For further information, refer to
   the consolidated financial statements and notes to the consolidated financial
   statements for the year ended December 31, 1997 included in the Ultrak Annual
   Report on Form 10-K.

   2.  Earnings Per Share:

   In the fourth quarter of 1997, the Company adopted the provisions of
   Statement of Financial Accounting Standard No. 128, "Earnings Per Share"
   (SFAS 128). In accordance with SFAS 128, the Company computes basic earnings
   per share based on the weighted average number of common shares outstanding.
   Diluted earnings per share is computed based on the weighted average number
   of shares outstanding, plus the number of additional common shares that would
   have been outstanding if dilutive potential common shares had been issued.
   All prior period earnings per share information have been restated to comply
   with the provisions of SFAS 128.

   Following is a reconciliation of basic and diluted earnings per share:

<TABLE>
<CAPTION>
                                              For the Quarter Ended June 30, 1998           For the Quarter Ended June 30, 1997
                                           -----------------------------------------    -----------------------------------------
                                               Net                         Per Share        Net                        Per Share
                                             Income          Shares         Amount        Income          Shares         Amount
                                           -----------    -----------    -----------    -----------    -----------    -----------
<S>                                        <C>             <C>           <C>            <C>             <C>           <C>
Basis earnings per share:
Income allocable to common stockholders    $ 1,182,371     13,676,476    $      0.09    $   847,141     14,048,656    $      0.06
                                                                         ===========                                  ===========

Effect of Dilutive Securities:
   Contingently issuable shares                               332,618                                     514,842
   Put options                                                392,065
   Stock options                                              365,238                                     426,219
   Convertible preferred stock                    --             --                          29,302       406,981
                                           -----------    -----------                   -----------    -----------

Diluted earnings per share                 $ 1,182,371     14,766,397    $      0.08    $   876,443     15,396,698    $      0.06
                                           ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>



                                       6
<PAGE>   7

                          ULTRAK, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                   (Unaudited)

   2.  Earnings Per Share, continued:

<TABLE>
<CAPTION>
                                              For the Quarter Ended June 30, 1998           For the Quarter Ended June 30, 1997
                                           -----------------------------------------    -----------------------------------------
                                               Net                         Per Share        Net                        Per Share
                                             Income          Shares         Amount        Income          Shares         Amount
                                           -----------    -----------    -----------    -----------    -----------    -----------
<S>                                        <C>             <C>           <C>              <C>          <C>            <C>
Basis earnings per share:
Income allocable to common stockholders    $ 1,733,406     13,826,635    $      0.13    $ 2,852,272     13,989,853    $      0.20
                                                                         ===========                                  ===========

Effect of Dilutive Securities:
   Contingently issuable shares                               359,663                                      383,810
   Put options                                                417,757                                           --
   Stock options                                              363,360                                      479,211
   Convertible preferred stock                      --             --                        58,604        406,981
                                           -----------    -----------                   -----------    -----------

Diluted earnings per share                 $ 1,733,406     14,967,415    $      0.12      2,910,876     15,259,855    $      0.19
                                           ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

   3.  Comprehensive Income:

   Effective January 1, 1998, the Company adopted Statement of Financial
   Accounting Standard No. 130, "Reporting Comprehensive Income" (SFAS 130). The
   adoption of this standard had no impact on net income or stockholders'
   equity, as reported. SFAS 130 requires the reporting of comprehensive income,
   which includes net income plus non-owner changes in equity including
   unrealized gains or losses on investments, the minimum pension liability
   adjustment and foreign currency translation. During the six months ended June
   30, 1998 and 1997, non-owner changes, comprised solely of changes in foreign
   currency translation, were $12,120 and $1,001,802, respectively.

   4.   Note Payable to Bank:

   On December 1, 1997, the Company entered into a three-year unsecured credit
   facility with a bank. The credit facility provides up to $40.0 million in
   revolving credit with interest at prime minus .50% or LIBOR plus .60%,
   payable quarterly. At the maturity of the revolving credit agreement in the
   year 2000, the principal balance converts to a fully amortizing four-year
   term loan. The credit agreement contains certain restrictive covenants and
   conditions, including maximum senior funded debt to cash flow and debt
   service coverage. The Company is required to pay a quarterly commitment fee
   of .062% beginning June 30, 1998. As of June 30, 1998, the Company had
   borrowings in the amount of $19.0 million outstanding under this facility.





                                       7
<PAGE>   8
                          ULTRAK, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

                                   (Unaudited)



  5.  Equity Put Options on Common Stock:

  In conjunction with a stock repurchase program, during 1997 the Company sold
  equity put options covering 2,620,000 shares of its common stock for net
  proceeds before taxes to the Company of $4.5 million. As of June 30, 1998,
  1,920,000 options remain outstanding and the Company's potential repurchase
  obligation under equity put options with net cash or physical settlement terms
  totaled $21.9 million at exercise prices ranging from $10.13 to $12.51 per
  share. The options are exercisable only at expiration and the remaining
  options expire from July 1998 through January 1999.

  6.   Subsequent Event:

  On July 31, 1998, the Company announced the sale of the stock of Dental Vision
  Direct, Inc. ("DVD"), a 90% owned subsidiary, to American Dental Technologies,
  Inc. ("American Dental") for approximately $7.0 in cash and short-term notes
  and warrants to acquire 540,000 shares of American Dental common stock (which
  currently trades on NASDAQ under the symbol "ADLI"). The transaction closed on
  August 5, 1998. The final accounting for the transaction has not yet been
  completed.




                                       8
<PAGE>   9
                          ULTRAK, INC. AND SUBSIDIARIES

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

            For the Three Months ended June 30, 1998 compared to the
                        Three Months ended June 30, 1997

Results of Operations

For the three months ended June 30, 1998, net sales were $51,409,481, an
increase of $7,425,401 (17%) over the same period in 1997. This increase for the
three months ended June 30, 1998 was primarily due to the effect of the
acquisitions entered into during 1997, sales of new products and systems
introduced during late 1997 and 1998 and increased volume of sales of existing
CCTV products and systems to most of the markets served by the Company.

Cost of sales was $34,705,796, an increase of $4,600,291 (15%) over the same
period in 1997. Gross profit margins on net sales increased to 32.5% for the
three months ended June 30, 1998 from 31.6% for the same period in 1997. This
increase in gross profit margin was due primarily to increased sales during the
quarter of enterprise security solutions, including the newly released Windows
NT version of SAFEnet and the MAX 1000 video management system.

Marketing and sales expenses were $8,786,516, an increase of $1,377,190 (19%)
over the same period in 1997. Marketing and sales expenses for the three months
ended June 30, 1998 were 17.1% of net sales, up from 16.8% for the same period
in 1997. This net increase was due to the effect of acquisitions during 1997 and
the effect of hiring additional sales, sales support and marketing personnel in
anticipation of new product introductions and resulting sales activities, as
well as the increased travel, printing, product literature, advertising and
promotion costs associated with the introduction of new products.

General and administrative expenses were $4,911,276, a decrease of $300,963 (6%)
over the same period in 1997. General and administrative expenses for the three
months ended June 30, 1998 were 9.6% of net sales, down from 11.9% of net sales
for the same period in 1997. This net decrease was a result of less hiring
during the quarter and the Company's other efforts to reduce its general and
administrative costs as a percentage of net sales.

Other income was $209,603, a decrease of $444,608 (68%) from the same period in
1997. This net decrease was primarily because of the Company's shift during mid
1997 to invest excess funds in marketable equity securities instead of interest
bearing investments, the use of cash to fund the Company's stock repurchase
program and acquisitions during 1997 and the resulting interest expense on bank
borrowings during 1998.





                                       9
<PAGE>   10
                          ULTRAK, INC. AND SUBSIDIARIES

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS, CONTINUED


             For the Six Months ended June 30, 1998 compared to the Six
                         Months ended June 30, 1997

Results of Operations

For the six months ended June 30, 1998, net sales were $99,157,840, an increase
of $14,601,567 (17%) over the same period in 1997. This increase for the six
months ended June 30, 1998 was primarily due to the effect of the acquisitions
entered into during 1997, sales of new products and systems introduced during
late 1997 and 1998 and increased volume of sales of existing CCTV products and
systems to most of the markets served by the Company.

Cost of sales was $67,678,533, an increase of $10,061,884 (17%) over the same
period in 1997. Gross profit margins on net sales decreased to 31.7% for the six
months ended June 30, 1998 from 31.9% for the same period in 1997. This decrease
in gross profit margin was due to competitive price pressures and delays during
the first quarter in shipment of the Company's Windows NT version of its SAFEnet
security solution, offset partially by increased sales during the second quarter
of enterprise security solutions, including the newly released SAFEnet and the
MAX 1000 video management system.

Marketing and sales expenses were $16,986,566, an increase of $3,395,466 (25%)
over the same period in 1997. Marketing and sales expenses for the six months
ended June 30, 1998 were 17.1% of net sales, up from 16.1% for the same period
in 1997. This net increase was due to the effect of acquisitions during 1997 and
the effect of hiring additional sales, sales support and marketing personnel in
anticipation of new product introductions and resulting sales activities, as
well as the increased travel, printing, product literature, advertising and
promotion costs associated with the introduction of new products.

General and administrative expenses were $9,632,532, an increase of $802,594
(9%) over the same period in 1997. General and administrative expenses for the
six months ended June 30, 1998 were 9.7% of net sales, down from 10.4% of net
sales for the same period in 1997. This net increase was a result of (i) the
acquisitions during 1997, each of which maintain certain separate administrative
functions and have greater research and development costs, as a percentage of
net sales, than Ultrak's other existing operations, and (ii) the hiring during
the first quarter of 1998 of additional research and development and
administrative staff to support the growth in sales.

Other income was $280,249, a net decrease of $647,249 (70%) from the same period
in 1997. This decrease was primarily because of the Company's shift during mid
1997 to invest excess funds in marketable equity securities instead of interest
bearing investments, the use of cash to fund the Company's stock repurchase
program and acquisitions during 1997 and the resulting interest expense on bank
borrowings during 1998.




                                       10
<PAGE>   11
                          ULTRAK, INC. AND SUBSIDIARIES

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS, CONTINUED



Liquidity and Capital Resources

The Company had a net increase in cash and cash equivalents for the six months
ended June 30, 1998 of approximately $538,000. Net cash used in operating
activities for the period was approximately $5.1 million, primarily consisting
of increases in accounts and notes receivable, inventories and prepaid expenses
and other current assets and decreases in advances for inventory, noncurrent
notes and other assets and accrued and other current liabilities. Net cash used
in investing activities was approximately $6.3 million consisting of purchases
of property and equipment, primarily related to the SAP computer implementation.
Cash provided by financing activities was approximately $11.9 million,
consisting of borrowings on its note payable to bank, offset by purchases of
treasury stock and the payment of dividends on the Company's outstanding Series
A Preferred Stock.

As of June 30, 1998, the Company had unused available revolving lines of credit
under its bank facility totaling $21.0 million. The Company is in compliance
with or had obtained waivers for all of its covenants with its lender as of the
date of this report.

The Company believes that internally generated funds, available borrowings under
the bank credit facility and current amounts of cash and cash equivalents will
be sufficient to meet its presently anticipated needs for working capital,
capital expenditures and acquisitions, if any, for at least the next 12 months.





                                       11
<PAGE>   12
                          ULTRAK, INC. AND SUBSIDIARIES

                           QUARTER ENDED JUNE 30, 1998


   Part II: Other Information

       Item 1.   Legal Proceedings

                 Not Applicable

       Item 2.   Changes in Securities

                 Not Applicable

       Item 3.   Defaults Upon Senior Securities

                 Not Applicable

       Item 4.   Submission of Matters to a Vote of Security Holders

                 The annual meeting of shareholders was held on May 29, 1998.
                 During the meeting, the holders of a majority of the Company's
                 outstanding shares elected six directors to serve until the
                 next annual meeting of shareholders and approved the selection
                 by the Board of Directors of Grant Thornton LLP as the firm of
                 independent certified public accountants to audit the accounts
                 of the Company for the fiscal year ending December 31, 1998.

       Item 5.   Other Information

                 On July 31, 1998, the Company announced the sale of the stock
                 of Dental Vision Direct, Inc. ("DVD"), a 90% owned subsidiary,
                 to American Dental Technologies, Inc. ("American Dental") for
                 approximately $7.0 in cash and short-term notes and warrants to
                 acquire 540,000 shares of American Dental common stock (which
                 currently trades on NASDAQ under the symbol "ADLI"). The
                 transaction closed on August 5, 1998.

       Item 6.   Exhibits and Reports on Form 8-K

                 (a)    Exhibits filed with this report:

                 Exhibit 27:   Financial Data Schedule

                 (b) Reports on Form 8-K.

                 None filed during the quarter ended June 30, 1998.




                                       12
<PAGE>   13
                          ULTRAK, INC. AND SUBSIDIARIES

                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                        ULTRAK, INC.
                                        (Registrant)


   Date: August 12, 1998                By: /s/ Tim D. Torno
                                            ------------------------------------
                                            Tim D. Torno, Vice President-Finance
                                            Principal Financial and
                                            Accounting Officer






                                       13
<PAGE>   14

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER             DESCRIPTION
------             -----------
<S>                <C>
  27               Financial Data Schedule
</TABLE>