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

                                SCHEDULE 13D

                 UNDER THE SECURITIES EXCHANGE ACT OF 1934
                             (AMENDMENT NO. 2)

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

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

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

                          Thomas F. Larkins, 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)

                             November 26, 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.  NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

        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

5.  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) or 2(e)                            [ ]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

        DELAWARE

  NUMBER OF      7. SOLE VOTING POWER

   SHARES               -0-

 BENEFICIALLY    8. SHARED VOTING POWER

OWNED BY EACH           8,223,063

 REPORTING       9. SOLE DISPOSITIVE POWER

PERSON WITH             -0-

                10. SHARED DISPOSITIVE POWER

                        -0-

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        8,223,063

12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)                 [ ]
    EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

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

        44.2%

14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

        CO

INTRODUCTION

          This statement amends the Schedule 13D filed on August 19, 2002,
as amended on November 14, 2002, (the "Amended Schedule 13D") by Honeywell
International Inc., a Delaware corporation ("Honeywell"), with respect to
the shares of common stock, $0.01 par value ("Company Common Stock"), of
Ultrak, Inc., a Delaware corporation (the "Company"). Capitalized terms
used and not defined in this Amendment No. 2 shall have the meanings set
forth in the Amended Schedule 13D. Except as specifically provided herein,
this Amendment No. 2 does not modify any of the information previously
provided on the Amended Schedule 13D.

1.        ITEM 4 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING
INFORMATION:

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

          On November 26, 2002, Honeywell, the Company and the Company
Subsidiaries entered into a Letter Agreement (the "Letter Agreement")
amending the Asset Purchase Agreement to extend the termination date of the
Asset Purchase Agreement to December 31, 2002, from November 30, 2002.

          The foregoing description of the Letter Agreement is qualified in
its entirety by the complete text of the Letter Agreement, which is
attached hereto as Exhibit 5 and incorporated herein by reference.

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

     Exhibit 5      Letter Agreement, dated as of November 26, 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/ Thomas F. Larkins
                                        ----------------------------------
                                        Name:  Thomas F. Larkins
                                        Title: Vice President and Corporate
                                               Secretary

Dated: November 26, 2002

EXHIBIT INDEX

                     Document
                     --------

Exhibit 5     --     Letter Agreement, dated as of November 26, 2002, among
                     Honeywell, the Company and the Company Subsidiaries.

                                                                 EXHIBIT 5

                                                         November 26, 2002

Ultrak, Inc.
1301 Waters Ridge Drive
Lewisville, Texas  75057
Attention:  General Counsel

Ladies and Gentlemen:

     Reference is made to the Asset Purchase Agreement, dated as of August
8, 2002 (the "Asset Purchase Agreement"), between Ultrak, Inc., a Delaware
corporation (together with the entities listed on Schedule A thereto, the
"Sellers"), and Honeywell International Inc., a Delaware corporation (the
"Purchaser"). All capitalized terms used herein but not defined herein
shall have the meaning given them in the Asset Purchase Agreement.

     By executing this letter agreement below, each of Honeywell and the
Sellers hereby agrees that Section 9.4(a)(iv) of the Asset Purchase
Agreement is amended to provide that the Purchaser or the Sellers may
terminate the Asset Purchase Agreement if the Closing has not taken place
on or before December 31, 2002.

     Except as expressly amended herein, the Asset Purchase Agreement shall
continue to be, and shall remain, in full force and effect. This letter
agreement may be executed in multiple counterparts which, taken together,
shall constitute one and the same agreement.

     Please indicate your agreement to the matters stated herein by signing
and returning this letter.

                                        Very truly yours,

                                        HONEYWELL INTERNATIONAL INC.

                                        By: /s/ Thomas F. Larkins
                                            ----------------------------------
                                            Name: Thomas F. Larkins
                                            Title: Vice President and Corporate
                                                   Secretary

Consented to and acknowledged:

         SELLERS:                       ULTRAK, INC.

                                        By:  /s/ Chris Sharng
                                            ----------------------------------
                                            Name:  Chris Sharng
                                            Title: Senior Vice President and
                                                   Chief Financial Officer

                                        ULTRAK OPERATING, L.P.

                                        By: Ultrak GP, Inc., its sole
                                            General Partner

                                        By:  /s/ Chris Sharng
                                            ----------------------------------
                                            Name:  Chris Sharng
                                            Title: Chief Financial Officer

                                        ULTRAK GP, INC.

                                        By:  /s/ Chris Sharng
                                            ----------------------------------
                                            Name:  Chris Sharng
                                            Title: Chief Financial Officer

                                        ULTRAK LP, INC.

                                        By:  /s/ Chris Sharng
                                            ----------------------------------
                                            Name:  Chris Sharng
                                            Title: Chief Financial Officer

                                        ULTRAK OHIO, INC.

                                        By:  /s/ Chris Sharng
                                            ----------------------------------
                                            Name:  Chris Sharng
                                            Title: Chief Financial Officer

                                        ULTRAK (ASIA PACIFIC) PTY. LTD.

                                        By:  /s/ Chris Sharng
                                            ----------------------------------
                                            Name:  Chris Sharng
                                            Title: Director and Chief Financial
                                                   Officer

                                        ULTRAK DEUTSCHLAND GMBH

                                        By:  /s/ Chris Sharng
                                            ----------------------------------
                                            Name:  Chris Sharng
                                            Title: Chief Financial Officer

                                        ULTRAK (SA) (PROPRIETARY) LIMITED

                                        By:  /s/ Chris Sharng
                                            ----------------------------------
                                            Name:  Chris Sharng
                                            Title: Director and Chief Financial
                                                   Officer

                                        ULTRAK ITALIA, SpA

                                        By:  /s/ Chris Sharng
                                            ----------------------------------
                                            Name:  Chris Sharng
                                            Title: Chief Financial Officer

                                        ULTRAK (ASIA) PTE. LTD.

                                        By:  /s/ Chris Sharng
                                            ----------------------------------
                                            Name:  Chris Sharng
                                            Title: Chief Financial Officer

                                        ULTRAK POLSKA, Sp.z. O.O

                                        By:  /s/ Chris Sharng
                                            ----------------------------------
                                            Name:  Chris Sharng
                                            Title: Director and
                                                   Chief Financial Officer

                                        ULTRAK HOLDINGS LIMITED

                                        By:  /s/  Chris Sharng
                                            ----------------------------------
                                            Name: Chris Sharng
                                            Title: Chief Financial Officer

                                        ULTRAK (UK) LIMITED

                                        By:  /s/  Chris Sharng
                                            ----------------------------------
                                            Name: Chris Sharng
                                            Title: Director and Chief Financial
                                                   Officer