UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                SCHEDULE 13D

                 Under the Securities Exchange Act of 1934


                                Ultrak, Inc.
-------------------------------------------------------------------------------
                              (Name of Issuer)

                               Common Stock,
                              $0.01 par value
-------------------------------------------------------------------------------
                       (Title of Class of Securities)

                                 903898401
-------------------------------------------------------------------------------
                               (CUSIP Number)

                          Peter M. Kreindler, Esq.
                        Honeywell International Inc.
                             101 Columbia Road
                               P.O. Box 4000
                            Morristown, NJ 07962
                               (973) 455-2000

                              With a Copy to:
                           David K. Robbins, Esq.
                  Fried, Frank, Harris, Shriver & Jacobson
                     350 South Grand Avenue, 32nd Floor
                           Los Angeles, CA 90071
                               (213) 473-2000
         (Name, Address and Telephone Number of Persons Authorized
                  to Receive Notices and Communications)

                               August 8, 2002
-------------------------------------------------------------------------------
          (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13(g), check the following box |_|.

Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7(b)
for other parties to whom copies are to be sent.




                                SCHEDULE 13D

CUSIP No. 903898401

1          NAME OF REPORTING PERSON
           S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                    Honeywell International Inc.

2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
           (SEE INSTRUCTIONS)                                         (a) |_|
                                                                      (b) |_|

3          SEC USE ONLY


4          SOURCE OF FUNDS (SEE INSTRUCTIONS)

                    N/A (1)

5          CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
           PURSUANT TO ITEMS 2(d) or 2(e)                                 |_|


6          CITIZENSHIP OR PLACE OF ORGANIZATION

                    Delaware

                          7        SOLE VOTING POWER
       NUMBER OF
                                            -0-
         SHARES

      BENEFICIALLY        8        SHARED VOTING POWER

        OWNED BY                            7,789,466 (2)

                          9        SOLE DISPOSITIVE POWER
          EACH
                                            -0-
       REPORTING

         PERSON           10       SHARED DISPOSITIVE POWER

          WITH                              -0-

11         AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON

           7,789,466 (2)

12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
           EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)                     |_|


13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

           45.07%

14         TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

           CO

(1)  See Item 3 hereof.
(2)  See Items 4 and 5 hereof.





ITEM 1. SECURITY AND ISSUER.
        -------------------

     This statement on Schedule 13D (this "Schedule 13D") relates to the
shares of common stock, $0.01 par value ("Company Common Stock"), of
Ultrak, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 1301 Waters Ridge Drive,
Lewisville, Texas 75057.

ITEM 2. IDENTITY AND BACKGROUND.
        -----------------------

     (a)-(c) This Statement is filed by Honeywell International Inc., a
Delaware corporation ("Honeywell"). Honeywell is a diversified technology
and manufacturing company, serving customers worldwide with aerospace
products and services, control technologies for buildings, homes and
industry, automotive products, specialty chemicals, fibers, plastics and
electronic and advanced materials. The principal business offices of
Honeywell are located at 101 Columbia Road, Morristown, New Jersey 07962.

     (d)-(e) During the five years prior to the date hereof, neither
Honeywell nor, to the best of its knowledge, any executive officer or
director of Honeywell (each of whom is listed on Exhibit 1 attached hereto
and incorporated herein by reference), (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii)
has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction, as a result of which such person was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
        -------------------------------------------------

     On August 8, 2002, Honeywell entered into Voting Agreements (the
"Voting Agreements") with each of the following stockholders of the Company
(collectively, the "Stockholders"): Victoria and Eagle Strategic Fund
("V&E"), Niklaus F. Zenger ("Zenger"), George K. Broady ("Broady") and
Myriam Hernandez. The Voting Agreements are attached hereto as Exhibits 2
and 3 and incorporated herein by reference. The shares of Company Common
Stock to which this statement relates have not been purchased by Honeywell,
and neither Honeywell nor any of the other persons listed in response to
Item 2 hereof has paid to any Stockholder any funds in connection with the
Voting Agreements.

ITEM 4. PURPOSE OF TRANSACTION.
        ----------------------

     On August 8, 2002, Honeywell, the Company and certain subsidiaries of
the Company (the "Company Subsidiaries") entered into an Asset Purchase
Agreement (the "Asset Purchase Agreement") whereby, among other things,
Honeywell agreed to purchase certain assets of the Company and the Company
Subsidiaries for an aggregate purchase price of $36 million in cash
(subject to reduction under certain circumstances, as set forth in the
Asset Purchase Agreement) plus the assumption of certain liabilities. The
consummation of the transactions contemplated by the Asset Purchase
Agreement is subject to the satisfaction or waiver of several closing
conditions, including the approval of the Company's stockholders
("Stockholder Approval").

     Simultaneously with the execution and delivery of the Asset Purchase
Agreement, Honeywell entered into the Voting Agreements with the
Stockholders whereby the Stockholders have agreed to vote all of the shares
of Company Common Stock and shares of Series A Convertible Preferred Stock
of the Company ("Company Preferred Stock") beneficially owned or
subsequently acquired by them in favor of approval of the Asset Purchase
Agreement (and any action required in furtherance of the transactions
contemplated thereby) and against (i) any Alternative Transactions (as
defined in the Voting Agreements), (ii) any Frustrating Transactions (as
defined in the Voting Agreements) and (iii) any action or agreement that
would result in a material breach by the Company of any of its obligations
under the Asset Purchase Agreement or by any Stockholder under the Voting
Agreements. The Stockholders have also granted Honeywell an irrevocable
proxy to vote their shares in accordance with the foregoing clauses (i)
through (iii).

     Based on their respective representations in the Voting Agreements, as
of August 8, 2002, the Stockholders owned the following securities in the
Company: (i) V&E - 2,120,000 shares of Company Common Stock and 130,233
shares of Company Preferred Stock; (ii) Zenger - 17,700 shares of Company
Common Stock and 32,559 shares of Company Preferred Stock; (iii) Broady -
1,200,000 shares of Company Common Stock, options to purchase 795,851
shares of Company Common Stock, and warrants to purchase 200,000 shares of
Company Common Stock (the securities in the foregoing clauses (i) through
(iv), together with any additional securities of the Company acquired by
any Stockholder on or after August 8, 2002 and before the termination of
the Voting Agreements collectively referred to herein as the "Company
Securities").

     The Voting Agreements also provide, among other things, that: (i) each
Stockholder will not, except as otherwise set forth therein, sell,
transfer, pledge, encumber, assign or otherwise dispose of, or enter into
any contract, option or other arrangement or understanding with respect to
the sale, transfer, pledge, encumbrance, assignment or other disposition
of, any of his, her or its respective Company Securities; (ii) each
Stockholder will not grant any proxies, powers of attorney or other
authorization or consent with respect to his, her or its Company
Securities, or deposit any of such securities in a voting trust or enter
into a voting agreement with respect to any of such securities; (iii) each
Stockholder will not take any action that would make his, her or its
representations or warranties under the Voting Agreements untrue or
incorrect or have the effect of preventing or disabling such Stockholder
from performing his, her or its obligations under the Voting Agreements;
and (iv) until after the consummation of the transactions contemplated by
the Asset Purchase Agreement, each Stockholder will not, and will not
authorize any of its representatives to (A) directly or indirectly
initiate, solicit or encourage, or take any other action to facilitate, any
inquiries or the making of any proposal that constitutes or could
reasonably be expected to lead to a Takeover Proposal or Frustrating
Transaction, (B) directly or indirectly engage or participate in
discussions or negotiations regarding, or provide any information or data
to any person or otherwise cooperate in any way with, any Takeover Proposal
or Frustrating Transaction or (C) execute or enter into any Acquisition
Agreement (as defined in the Asset Purchase Agreement) with respect to any
Takeover Proposal or Frustrating Transaction, except in the case of (A),
(B) or (C) above, to the extent such discussions or negotiations are
participated in by a Stockholder solely in his capacity as a director of
the Company in accordance with the terms of the Asset Purchase Agreement.
Notwithstanding clause (i) of the foregoing sentence, Honeywell has agreed
to permit V&E, Zenger and Broady to sell, in open market transactions on
the Nasdaq National Market System during the term of the Voting Agreement
between Honeywell and such Stockholders, up to an aggregate of 400,000
shares of Company Common Stock.

     Under the Voting Agreements, the Stockholders have also irrevocably
and unconditionally agreed to waive all of their rights under the second
sentence of Section 4(j) of the Company's Certificate of Incorporation
(which provides for additional advance notice to holders of Company
Preferred Stock of certain transactions involving the Company) to the
extent such sentence may apply to the transactions contemplated by the
Asset Purchase Agreement.

     The Voting Agreements terminate automatically upon the earliest of (i)
the consummation of the transactions contemplated by the Asset Purchase
Agreement, (ii) the termination of the Asset Purchase Agreement for reasons
other than those described in clause (iii) below and (iii) 30 days
following the termination of the Asset Purchase Agreement for any of the
following reasons: (A) termination by Honeywell, on the one hand, or by the
Company and the Company Subsidiaries on the other hand, if, upon a vote
taken at a duly held meeting called to obtain the Stockholder Approval
(including any adjournments or postponements thereof), Stockholder Approval
is not obtained, (B) termination by Honeywell if the Company's board of
directors or any committee thereof adversely changes or fails to reaffirm
its recommendation of the transactions contemplated by the Asset Purchase
Agreement or (C) termination by the Company and the Company Subsidiaries in
response to a superior proposal, all as more fully set forth in the Asset
Purchase Agreement.

     The foregoing summary of the Voting Agreements and the Asset Purchase
Agreement is qualified in its entirety by reference to the Voting
Agreements, which are being filed as Exhibits 2 and 3 hereto, and the Asset
Purchase Agreement, which is attached hereto as Exhibit 4 and incorporated
herein by reference.

     Except as indicated in this Schedule 13D, Honeywell currently has no
specific plans or proposals that relate to or would result in any of the
matters described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.

ITEM 5. INTERESTS IN SECURITIES OF THE COMPANY.
        --------------------------------------

     (a)-(c) As a result of entering into the Voting Agreements, Honeywell
may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act
of 1934 (the "Exchange Act"), to share with the respective Stockholders
party to the Voting Agreements the direct or indirect power to vote, or to
direct the voting of, an aggregate of 7,789,466 shares of Company Common
Stock (3). Such shares (including the options and warrants) collectively
represent approximately 45.07% of the issued and outstanding shares of

------------------------------
3        This number includes the options and warrants owned by George K.
         Broady; however, to date such options and warrants remain
         unexercised and Honeywell has no right to direct the exercise of
         any of them. Honeywell may be deemed for purposes of Rule 13d-3
         under the Exchange Act to share with George K. Broady the direct
         or indirect power to vote, or to direct the voting of, any shares
         of Company Common Stock resulting from the exercise of any of such
         options or warrants.




Company Common Stock on a fully diluted basis. The foregoing calculations
assume that (i) 14,026,588 shares of Company Common Stock were outstanding
on April 30, 2002, as represented by the Company in its Form 10-Q filed
with the S.E.C. on May 1, 2002, and (ii) each share of Company Preferred
Stock until redeemed or converted has voting rights equal to 16.667 shares
of Company Common Stock, as set forth in the Company's Certificate of
Incorporation.

     Notwithstanding the foregoing, however, Honeywell (i) is not entitled
to any rights as a shareholder of the Company with respect to the Company
Common Stock covered by this Statement and (ii) has no direct or indirect
power to vote, direct the voting of, dispose of, or direct the disposal of,
any of the shares of Company Common Stock covered by this Statement other
than the power provided pursuant to the Voting Agreements. Honeywell does
not own any shares of Company Common Stock. Honeywell hereby disclaims
beneficial ownership of any shares of Company Common Stock (including those
covered by this Statement, which, for the avoidance of doubt, include any
shares of Company Common Stock resulting from the exercise of any of the
options or warrants), and nothing contained in this Statement shall be
construed as an admission that any such person is, for the purposes of
Section 13(d) or 13(g) of the Exchange Act or otherwise, the beneficial
owner of any securities covered by this Statement.

     Except as set forth herein, no transactions involving Company Common
Stock have been effected during the past 60 days by Honeywell or any of its
respective directors or executive officers.

     (d) and (e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
        RESPECT TO SECURITIES OF THE COMPANY.
        ------------------------------------

     Except as described in this Schedule 13D, neither Honeywell nor any
executive officer or director of Honeywell has any other contracts,
arrangements, understandings or relationships with any persons with respect
to any securities of the Company. The transactions discussed in Item 4 are
further described in the Voting Agreements, which are attached hereto as
Exhibits 2 and 3.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
        --------------------------------

Exhibit 1         List of Executive Officers and Directors of Honeywell.

Exhibit 2         Voting Agreement dated as of August 8, 2002
                  among Honeywell, Victoria and Eagle Strategic
                  Fund, Niklaus F. Zenger and George K. Broady.

Exhibit 3         Voting Agreement dated as of August 8, 2002
                  between Honeywell and Myriam Hernandez.

Exhibit 4         Asset Purchase Agreement dated as of August 8, 2002
                  among Honeywell, the Company and the Company
                  Subsidiaries




                                 SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.



                                          HONEYWELL INTERNATIONAL INC.



                                          By:  /s/ Peter M. Kreindler
                                              --------------------------------
                                              Name:   Peter M. Kreindler
                                              Title:  Senior Vice President
                                                      and General Counsel


Dated: August 19, 2002








EXHIBIT INDEX

                  Document
                  --------

Exhibit 1     --     List of Executive Officers and Directors of Honeywell.

Exhibit 2     --     Voting Agreement dated as of August 8, 2002
                     among Honeywell, Victoria and Eagle Strategic
                     Fund, Niklaus F. Zenger and George K. Broady.

Exhibit 3     --     Voting Agreement dated as of August 8, 2002
                     between Honeywell and Myriam Hernandez.

Exhibit 4     --     Asset Purchase Agreement dated as of August 8, 2002
                     among Honeywell, the Company and the Company
                     Subsidiaries