content: <PAGE>   1
             As filed with the Securities and Exchange Commission on July 14, 1999
                                                      Registration No. 333-
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                     ----------
  
                                    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 registrant's principal executive offices)
  
                                   (972) 353-6500
                (Registrant's telephone number, including area code)
  
                  ULTRAK, INC. 1988 NON-QUALIFIED STOCK OPTION PLAN
                                         and
                      ULTRAK, INC. INCENTIVE STOCK OPTION PLAN
                                (Full Title of Plans)
  
                                     ----------
  
      Mark L. Weintrub                         Copy to: Richard L. Waggoner, Esq.
      General Counsel                                    Gardere & Wynne, L.L.P.
  1301 Waters Ridge Drive                                    1601 Elm Street
  Lewisville, Texas 75057                                      Suite 3000
      (972) 353-6449                                       Dallas, Texas 75201
                                                             (214) 999-4654
            (Name and address, including zip code, and telephone number,
              including area code, of registrant's agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ===============================================================================================================
      TITLE OF EACH CLASS                             PROPOSED MAXIMUM      PROPOSED MAXIMUM
      OF SECURITIES TO BE          AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING       AMOUNT OF
           REGISTERED            REGISTERED(1)(2)          SHARE                PRICE(1)        REGISTRATION FEE
  ---------------------------------------------------------------------------------------------------------------
  <S>                            <C>                 <C>                   <C>                   <C>
  Common Stock, $.01 par value   1,600,000 shares          $6.86               $10,973,897           $3,051
  ===============================================================================================================
  </TABLE>
  
  (1)  Pursuant to Rule 416(c) under the Securities Act, shares issuable upon any
       stock split, stock dividend or similar transaction with respect to the
       shares registered under the Plans are also being registered hereunder.
  
  (2)  Calculated pursuant to Rule 457(h), based on the prices at which
       outstanding options may be exercised (as to 1,007,300 shares), plus the
       average of the high and low prices for the Common Stock on July 8, 1999 as
       reported on the NASDAQ National Market System (as to 592,700 shares for
       which the exercise price is not known).
  
  ================================================================================
  
  <PAGE>   2
  
                                       PART I
  
                  INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
  
  ITEM 1. PLAN INFORMATION.*
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
       *Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from the registration statement in accordance with
       Rule 428 under the Securities Act and the Note to Part I of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
        The following documents filed by Ultrak, Inc. (the "Company" or the
  "Registrant") with the Securities and Exchange Commission are incorporated by
  reference in this registration statement.
  
            (1)  The Registrant's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1998, filed March 23, 1999;
  
            (2)  All other reports filed by the Registrant pursuant to Section
                 13(a) or 15(d) of the Exchange Act since the end of the fiscal
                 year covered by the Annual Report on Form 10-K in (1) above; and
  
            (3)  The description of the Registrant's Common Stock contained in the
                 Registrant's Registration Statement on Form S-3, as filed with
                 the Securities and Exchange Commission on November 18, 1996,
                 including any amendments or reports filed for the purpose of
                 updating such description.
  
       In addition, all documents subsequently filed by the Registrant and the
  Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 in this registration
  statement and to be a part hereof from the date of filing of such documents. The
  consolidated financial statements and schedules of the Registrant appearing in
  its latest Annual Report on Form 10-K filed with the Securities and Exchange
  Commission on March 23, 1999, for the year ended December 31, 1998, have been
  audited by Grant Thornton LLP, independent certified public accountants, as set
  forth in their report thereon included therein and incorporated by reference in
  this registration statement. Such consolidated financial statements are, and
  audited consolidated financial statements to be included in subsequently filed
  documents will be, incorporated herein in reliance upon the reports of Grant
  Thornton LLP, or such other auditors as the Registrant may employ, pertaining to
  such financial statements (to the extent covered by consents filed with the
  Securities and Exchange Commission) given upon the authority of such firm as
  experts in accounting and auditing.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The Company's Certificate of Incorporation includes a provision that
  eliminates the personal liability of its directors to the Company or its
  stockholders for monetary damages for breach of fiduciary duty as a director to
  the maximum extent permitted by the Delaware General Corporation Law ("DGCL").
  The DGCL does not permit liability to be eliminated (i) for any breach of a
  director's duty of loyalty to the Company or its stockholders, (ii) for acts or
  omissions not in good faith or that involve intentional misconduct or a knowing
  violation of law, (iii) for unlawful payments of dividends or unlawful stock
  repurchases or redemptions, as provided in Section 174 of the DGCL, or (iv) for
  any transaction for which the director derived an improper personal benefit.
  
  
                                         -1-
  
  <PAGE>   3
  
       The Company's Certificate of Incorporation includes a provision that
  provides generally for mandatory indemnification of all the Company's officers
  and directors.
  
       Article VI of the Company's By-Laws provides generally for indemnification
  of all of the Company's officers and directors to the fullest extent permitted
  under the DGCL. Section 145 of the DGCL provides that a corporation may
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action or proceeding, whether civil,
  criminal, administrative or investigative, by reason of the fact that he is or
  was a director, officer, employee or agent of the corporation or is or was
  serving at its request in such capacity in another corporation or business
  association, against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in connection
  with such action, suit or proceeding if he acted in good faith and in a manner
  he reasonably believed to be in or not opposed to the best interests of the
  corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful.
  
       The Company also has a policy insuring it and its directors and officers
  against certain liabilities.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers or person controlling the Registrant
  pursuant to the foregoing provisions, or otherwise, the Registrant has been
  informed that, in the opinion of the Securities and Exchange Commission, such
  indemnification is against public policy as expressed in the Securities Act and
  is therefore unenforceable.
  
  ITEM 8. EXHIBITS.
  
           4.1      Ultrak, Inc. 1988 Non-Qualified Stock Option Plan, as amended
                    and restated as of November 1, 1991 (previously filed as
                    Exhibit 10.6 to the Registrant's Registration Statement on
                    Form S-1, Registration No. 55-3-31110 and incorporated herein
                    by reference)
  
           4.2      Amendment No. 2 to Ultrak, Inc. 1988 Non-Qualified Stock
                    Option Plan (previously filed as Exhibit 10 to the
                    Registrant's Current Report on Form 8-K dated December 28,
                    1993 and incorporated herein by reference)
  
           4.3      Amendment No. 3 to Ultrak, Inc. 1988 Non-Qualified Stock
                    Option Plan (previously filed as Exhibit 10.3 to the
                    Registrant's Annual Report on Form 10-K for the year ended
                    December 31, 1996 and incorporated herein by reference)
  
           4.4      Amendment No. 4 to Ultrak, Inc. 1988 Non-Qualified Stock
                    Option Plan*
  
           4.5      Ultrak, Inc. Incentive Stock Option Plan (previously filed as
                    Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
                    for the quarter ended March 31, 1997 and incorporated herein
                    by reference)
  
           5.1      Opinion of Gardere & Wynne, L.L.P.*
  
          23.1      Consent of Grant Thornton LLP*
  
          23.2      Consent of Gardere & Wynne, L.L.P. (included as part of
                    Exhibit 5.1)
  
          24.1      Power of Attorney (set forth on the signature pages of the
                    registration statement)
  
  ------------
          *filed herewith
  
  
                                        -2-
  <PAGE>   4
  
  ITEM 9. UNDERTAKINGS.
  
  The undersigned registrant hereby undertakes:
  
            (1) To file, during any period in which offers or sales are being made
       of the securities registered hereby, 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 this registration
                       statement;
  
                 (iii) To include any material information with respect to the
                       plan of distribution not previously disclosed in this
                       registration statement or any material change to such
                       information in this registration statement;
  
       provided, however, that the undertakings set forth in paragraphs (1)(i) and
       (1)(ii) above do not apply if the information is contained in periodic
       reports filed by the registrant pursuant to Section 13 or Section 15(d) of
       the Exchange Act that are incorporated by reference in this 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.
  
       The undersigned registrant hereby further undertakes that, for purposes of
  determining any liability under the Securities Act, 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 by them, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the foregoing provisions, or otherwise, the registrant
  has been advised that in the opinion of the Securities and Exchange 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.
  
  
                                        -3-
  <PAGE>   5
  
                                     SIGNATURES
  
       The Registrant. Pursuant to the requirements of the Securities Act, 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 City of Lewisville, State of Texas, on the 14th day of July,
  1999.
  
                                             ULTRAK, INC.
                                             (Registrant)
  
                                             By: /s/ GEORGE K. BROADY
                                                 ---------------------------------
                                                 George K. Broady, Chairman of the
                                                 Board and Chief Executive Officer
  
       Each person whose signature appears below hereby constitutes and appoints
  Geroge K. Broady and Tim D. Torno, and each of them (with full power in each of
  them to act alone), 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, to sign and to file with the Securities and
  Exchange Commission and the securities regulatory authorities of the several
  states registration statements, any amendment or post-effective amendments or
  any and all other documents in connection therewith, in connection with the
  registration under the Securities Act, or the registration or qualification
  under any applicable state securities laws or regulations, of shares of Common
  Stock issuable pursuant to the Plans, 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, as fully to all intents
  and purposes as he or she might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, or either of them, or
  their or his substitute or substitutes, may lawfully do or cause to be done by
  virtue hereof.
  
       Pursuant to the requirements of the Securities Act, this registration
  statement has been signed by the following persons in the capacities indicated
  below in the City of Lewisville, State of Texas on the 14th day of July, 1999.
  
  <TABLE>
  <CAPTION>
        Name                                                    Title
        ----                                                    -----
  <S>                                      <C>
  
  
  /s/ GEORGE K. BROADY                     Chairman of the Board and Chief Executive Officer
  --------------------------------         (principal executive officer)
  George K. Broady
  
  
  /s/ TIM D. TORNO                         Vice President - Finance, Chief Financial Officer,
  --------------------------------         Treasurer and Assistant Secretary
  Tim D. Torno                             (principal financial and accounting officer)
  
  
  /s/ CHARLES C. NEAL                      Director
  --------------------------------
  Charles C. Neal
  
  
                                           Director
  --------------------------------
  Roland Scetbon
  
  
  /s/ ROBERT F. SEXTON                     Director
  --------------------------------
  Robert F. Sexton
  
  
  /s/ MALCOLM J. GUDIS                     Director
  --------------------------------
  Malcolm J. Gudis
  
  
  /s/ GEORGE V. BROADY                     Director
  --------------------------------
  George V. Broady
  </TABLE>
  
  
                                         -4-
  
  <PAGE>   6
  
                                  INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
         Exhibit
         Number            Exhibit
         -------           -------
         <S>        <C>
           4.1      Ultrak, Inc. 1988 Non-Qualified Stock Option Plan, as amended
                    and restated as of November 1, 1991 (previously filed as
                    Exhibit 10.6 to the Registrant's Registration Statement on
                    Form S-1, Registration No. 55-3-31110 and incorporated herein
                    by reference)
  
           4.2      Amendment No. 2 to Ultrak, Inc. 1988 Non-Qualified Stock
                    Option Plan (previously filed as Exhibit 10 to the
                    Registrant's Current Report on Form 8-K dated December 28,
                    1993 and incorporated herein by reference)
  
           4.3      Amendment No. 3 to Ultrak, Inc. 1988 Non-Qualified Stock
                    Option Plan (previously filed as Exhibit 10.3 to the
                    Registrant's Annual Report on Form 10-K for the year ended
                    December 31, 1996 and incorporated herein by reference)
  
           4.4      Amendment No. 4 to Ultrak, Inc. 1988 Non-Qualified Stock
                    Option Plan*
  
           4.5      Ultrak, Inc. Incentive Stock Option Plan (previously filed as
                    Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
                    for the quarter ended March 31, 1997 and incorporated herein
                    by reference)
  
           5.1      Opinion of Gardere & Wynne, L.L.P.*
  
          23.1      Consent of Grant Thornton LLP*
  
          23.2      Consent of Gardere & Wynne, L.L.P. (included as part of
                    Exhibit 5.1)
  
          24.1      Power of Attorney (set forth on the signature pages of the
                    registration statement)
  </TABLE>
  
  -------------
        *filed herewith
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20091}]
metadata_filer: {"company-data": {"conformed-name": "ULTRAK INC", "cik": "0000318259", "assigned-sic": "5063", "irs-number": "752626358", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82887", "film-number": "99664712"}, "business-address": {"street1": "1301 WATERS RIDGE DRIVE", "city": "LEWISVILLE", "state": "TX", "zip": "75057", "phone": "9722809675"}, "mail-address": {"street1": "1301 WATERS RIDGE DRIVE", "city": "LEWISVILLE", "state": "TX", "zip": "75057"}}
text: 1
             As filed with the Securities and Exchange Commission on July 14, 1999
                                                      Registration No. 333-
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                     ----------
  
                                    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 registrant's principal executive offices)
  
                                   (972) 353-6500
                (Registrant's telephone number, including area code)
  
                  ULTRAK, INC. 1988 NON-QUALIFIED STOCK OPTION PLAN
                                         and
                      ULTRAK, INC. INCENTIVE STOCK OPTION PLAN
                                (Full Title of Plans)
  
                                     ----------
  
      Mark L. Weintrub                         Copy to: Richard L. Waggoner, Esq.
      General Counsel                                    Gardere & Wynne, L.L.P.
  1301 Waters Ridge Drive                                    1601 Elm Street
  Lewisville, Texas 75057                                      Suite 3000
      (972) 353-6449                                       Dallas, Texas 75201
                                                             (214) 999-4654
            (Name and address, including zip code, and telephone number,
              including area code, of registrant's agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  ===============================================================================================================
      TITLE OF EACH CLASS                             PROPOSED MAXIMUM      PROPOSED MAXIMUM
      OF SECURITIES TO BE          AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING       AMOUNT OF
           REGISTERED            REGISTERED(1)(2)          SHARE                PRICE(1)        REGISTRATION FEE
  ---------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value   1,600,000 shares          $6.86               $10,973,897           $3,051
  ===============================================================================================================
  (1)  Pursuant to Rule 416(c) under the Securities Act, shares issuable upon any
       stock split, stock dividend or similar transaction with respect to the
       shares registered under the Plans are also being registered hereunder.
  
  (2)  Calculated pursuant to Rule 457(h), based on the prices at which
       outstanding options may be exercised (as to 1,007,300 shares), plus the
       average of the high and low prices for the Common Stock on July 8, 1999 as
       reported on the NASDAQ National Market System (as to 592,700 shares for
       which the exercise price is not known).
  
  ================================================================================
  2
  
                                       PART I
  
                  INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
  
  ITEM 1. PLAN INFORMATION.*
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
       *Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from the registration statement in accordance with
       Rule 428 under the Securities Act and the Note to Part I of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
        The following documents filed by Ultrak, Inc. (the "Company" or the
  "Registrant") with the Securities and Exchange Commission are incorporated by
  reference in this registration statement.
  
            (1)  The Registrant's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1998, filed March 23, 1999;
  
            (2)  All other reports filed by the Registrant pursuant to Section
                 13(a) or 15(d) of the Exchange Act since the end of the fiscal
                 year covered by the Annual Report on Form 10-K in (1) above; and
  
            (3)  The description of the Registrant's Common Stock contained in the
                 Registrant's Registration Statement on Form S-3, as filed with
                 the Securities and Exchange Commission on November 18, 1996,
                 including any amendments or reports filed for the purpose of
                 updating such description.
  
       In addition, all documents subsequently filed by the Registrant and the
  Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 in this registration
  statement and to be a part hereof from the date of filing of such documents. The
  consolidated financial statements and schedules of the Registrant appearing in
  its latest Annual Report on Form 10-K filed with the Securities and Exchange
  Commission on March 23, 1999, for the year ended December 31, 1998, have been
  audited by Grant Thornton LLP, independent certified public accountants, as set
  forth in their report thereon included therein and incorporated by reference in
  this registration statement. Such consolidated financial statements are, and
  audited consolidated financial statements to be included in subsequently filed
  documents will be, incorporated herein in reliance upon the reports of Grant
  Thornton LLP, or such other auditors as the Registrant may employ, pertaining to
  such financial statements (to the extent covered by consents filed with the
  Securities and Exchange Commission) given upon the authority of such firm as
  experts in accounting and auditing.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The Company's Certificate of Incorporation includes a provision that
  eliminates the personal liability of its directors to the Company or its
  stockholders for monetary damages for breach of fiduciary duty as a director to
  the maximum extent permitted by the Delaware General Corporation Law ("DGCL").
  The DGCL does not permit liability to be eliminated (i) for any breach of a
  director's duty of loyalty to the Company or its stockholders, (ii) for acts or
  omissions not in good faith or that involve intentional misconduct or a knowing
  violation of law, (iii) for unlawful payments of dividends or unlawful stock
  repurchases or redemptions, as provided in Section 174 of the DGCL, or (iv) for
  any transaction for which the director derived an improper personal benefit.
  
                                         -1-
  3
  
       The Company's Certificate of Incorporation includes a provision that
  provides generally for mandatory indemnification of all the Company's officers
  and directors.
  
       Article VI of the Company's By-Laws provides generally for indemnification
  of all of the Company's officers and directors to the fullest extent permitted
  under the DGCL. Section 145 of the DGCL provides that a corporation may
  indemnify any person who was or is a party or is threatened to be made a party
  to any threatened, pending or completed action or proceeding, whether civil,
  criminal, administrative or investigative, by reason of the fact that he is or
  was a director, officer, employee or agent of the corporation or is or was
  serving at its request in such capacity in another corporation or business
  association, against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in connection
  with such action, suit or proceeding if he acted in good faith and in a manner
  he reasonably believed to be in or not opposed to the best interests of the
  corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful.
  
       The Company also has a policy insuring it and its directors and officers
  against certain liabilities.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers or person controlling the Registrant
  pursuant to the foregoing provisions, or otherwise, the Registrant has been
  informed that, in the opinion of the Securities and Exchange Commission, such
  indemnification is against public policy as expressed in the Securities Act and
  is therefore unenforceable.
  
  ITEM 8. EXHIBITS.
  
           4.1      Ultrak, Inc. 1988 Non-Qualified Stock Option Plan, as amended
                    and restated as of November 1, 1991 (previously filed as
                    Exhibit 10.6 to the Registrant's Registration Statement on
                    Form S-1, Registration No. 55-3-31110 and incorporated herein
                    by reference)
  
           4.2      Amendment No. 2 to Ultrak, Inc. 1988 Non-Qualified Stock
                    Option Plan (previously filed as Exhibit 10 to the
                    Registrant's Current Report on Form 8-K dated December 28,
                    1993 and incorporated herein by reference)
  
           4.3      Amendment No. 3 to Ultrak, Inc. 1988 Non-Qualified Stock
                    Option Plan (previously filed as Exhibit 10.3 to the
                    Registrant's Annual Report on Form 10-K for the year ended
                    December 31, 1996 and incorporated herein by reference)
  
           4.4      Amendment No. 4 to Ultrak, Inc. 1988 Non-Qualified Stock
                    Option Plan*
  
           4.5      Ultrak, Inc. Incentive Stock Option Plan (previously filed as
                    Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
                    for the quarter ended March 31, 1997 and incorporated herein
                    by reference)
  
           5.1      Opinion of Gardere & Wynne, L.L.P.*
  
          23.1      Consent of Grant Thornton LLP*
  
          23.2      Consent of Gardere & Wynne, L.L.P. (included as part of
                    Exhibit 5.1)
  
          24.1      Power of Attorney (set forth on the signature pages of the
                    registration statement)
  
  ------------
          *filed herewith
  
                                        -2-
  4
  
  ITEM 9. UNDERTAKINGS.
  
  The undersigned registrant hereby undertakes:
  
            (1) To file, during any period in which offers or sales are being made
       of the securities registered hereby, 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 this registration
                       statement;
  
                 (iii) To include any material information with respect to the
                       plan of distribution not previously disclosed in this
                       registration statement or any material change to such
                       information in this registration statement;
  
       provided, however, that the undertakings set forth in paragraphs (1)(i) and
       (1)(ii) above do not apply if the information is contained in periodic
       reports filed by the registrant pursuant to Section 13 or Section 15(d) of
       the Exchange Act that are incorporated by reference in this 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.
  
       The undersigned registrant hereby further undertakes that, for purposes of
  determining any liability under the Securities Act, 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 by them, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the foregoing provisions, or otherwise, the registrant
  has been advised that in the opinion of the Securities and Exchange 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.
  
                                        -3-
  5
  
                                     SIGNATURES
  
       The Registrant. Pursuant to the requirements of the Securities Act, 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 City of Lewisville, State of Texas, on the 14th day of July,
  1999.
  
                                             ULTRAK, INC.
                                             (Registrant)
  
                                             By: /s/ GEORGE K. BROADY
                                                 ---------------------------------
                                                 George K. Broady, Chairman of the
                                                 Board and Chief Executive Officer
  
       Each person whose signature appears below hereby constitutes and appoints
  Geroge K. Broady and Tim D. Torno, and each of them (with full power in each of
  them to act alone), 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, to sign and to file with the Securities and
  Exchange Commission and the securities regulatory authorities of the several
  states registration statements, any amendment or post-effective amendments or
  any and all other documents in connection therewith, in connection with the
  registration under the Securities Act, or the registration or qualification
  under any applicable state securities laws or regulations, of shares of Common
  Stock issuable pursuant to the Plans, 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, as fully to all intents
  and purposes as he or she might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, or either of them, or
  their or his substitute or substitutes, may lawfully do or cause to be done by
  virtue hereof.
  
       Pursuant to the requirements of the Securities Act, this registration
  statement has been signed by the following persons in the capacities indicated
  below in the City of Lewisville, State of Texas on the 14th day of July, 1999.
  Name                                                    Title
        ----                                                    -----
  /s/ GEORGE K. BROADY                     Chairman of the Board and Chief Executive Officer
  --------------------------------         (principal executive officer)
  George K. Broady
  
  /s/ TIM D. TORNO                         Vice President - Finance, Chief Financial Officer,
  --------------------------------         Treasurer and Assistant Secretary
  Tim D. Torno                             (principal financial and accounting officer)
  
  /s/ CHARLES C. NEAL                      Director
  --------------------------------
  Charles C. Neal
  
                                           Director
  --------------------------------
  Roland Scetbon
  
  /s/ ROBERT F. SEXTON                     Director
  --------------------------------
  Robert F. Sexton
  
  /s/ MALCOLM J. GUDIS                     Director
  --------------------------------
  Malcolm J. Gudis
  
  /s/ GEORGE V. BROADY                     Director
  --------------------------------
  George V. Broady
  -4-
  6
  
                                  INDEX TO EXHIBITS
  Exhibit
         Number            Exhibit
         -------           -------
  4.1      Ultrak, Inc. 1988 Non-Qualified Stock Option Plan, as amended
                    and restated as of November 1, 1991 (previously filed as
                    Exhibit 10.6 to the Registrant's Registration Statement on
                    Form S-1, Registration No. 55-3-31110 and incorporated herein
                    by reference)
  
           4.2      Amendment No. 2 to Ultrak, Inc. 1988 Non-Qualified Stock
                    Option Plan (previously filed as Exhibit 10 to the
                    Registrant's Current Report on Form 8-K dated December 28,
                    1993 and incorporated herein by reference)
  
           4.3      Amendment No. 3 to Ultrak, Inc. 1988 Non-Qualified Stock
                    Option Plan (previously filed as Exhibit 10.3 to the
                    Registrant's Annual Report on Form 10-K for the year ended
                    December 31, 1996 and incorporated herein by reference)
  
           4.4      Amendment No. 4 to Ultrak, Inc. 1988 Non-Qualified Stock
                    Option Plan*
  
           4.5      Ultrak, Inc. Incentive Stock Option Plan (previously filed as
                    Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
                    for the quarter ended March 31, 1997 and incorporated herein
                    by reference)
  
           5.1      Opinion of Gardere & Wynne, L.L.P.*
  
          23.1      Consent of Grant Thornton LLP*
  
          23.2      Consent of Gardere & Wynne, L.L.P. (included as part of
                    Exhibit 5.1)
  
          24.1      Power of Attorney (set forth on the signature pages of the
                    registration statement)
  -------------
        *filed herewith