SC 13D/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13D/A
                                 (RULE 13d-101)


             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
          TO 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(a)
                                (AMENDMENT NO. 1)


                                  Ultrak, Inc.
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                                (Name of Issuer)

                     Common Stock, $0.01 Par Value Per Share
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                         (Title of Class of Securities)

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

                                George K. Broady
                             1301 Waters Ridge Drive
                             Lewisville, Texas 75057
                                 (972) 353-6500
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   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                              and Communications)

                                October 23, 2001
   --------------------------------------------------------------------------
             (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 Rule 13d-1(e), 13d-1(f), or 13d-1(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 Rule 13d-7 for other parties
to whom copies are to be sent.

                         (Continued on following pages)
                               (Page 1 of 5 pages)

----------

The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).







                                 SCHEDULE 13D/A


CUSIP NO. 903898401                                            PAGE 2 OF 5 PAGES
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1       NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only).
        GEORGE K. BROADY

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2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
        (See Instructions)                                             (a)
                                                                       (b) [X]

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3       SEC USE ONLY

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4       SOURCE OF FUNDS (See Instructions)
        PF

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5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
        ITEMS 2(d) or 2(e)
        NOT APPLICABLE

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6       CITIZENSHIP OR PLACE OF ORGANIZATION
        USA

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                      7    SOLE VOTING POWER
 NUMBER OF SHARES
   BENEFICIALLY            1,875,784
     OWNED BY       ------------------------------------------------------------
       EACH           8    SHARED VOTING POWER
    REPORTING
      PERSON               0
       WITH         ------------------------------------------------------------
                      9    SOLE DISPOSITIVE POWER

                           1,875,784
                    ------------------------------------------------------------
                     10    SHARED DISPOSITIVE POWER

                           0
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11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        1,875,784

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12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


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

        15.4%

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14      TYPE OF REPORTING PERSON (See Instructions)

        IN

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ITEM 2.  IDENTITY AND BACKGROUND

The response set forth in Item 2 of the Schedule 13D is hereby amended and
supplemented as follows:

(b) Principal Business Office and Address: 1301 Waters Ridge Drive, Lewisville,
TX 75057.

ITEM 4.  PURPOSE OF TRANSACTION

The response set forth in Item 4 of the Schedule 13D is hereby amended and
restated as follows:

On October 23, 2001, Mr. Broady entered into a Share Purchase Agreement (the
"Agreement") with Niklaus F. Zenger, attached hereto as Exhibit 99.1.

Pursuant to the terms of the Agreement, on November 2, 2001, Mr. Zenger will
deliver $1 million to Mr. Broady in exchange for (1) a voting proxy on 195,351
shares of Mr. Broady's Issuer preferred stock, which is convertible into 406,981
shares of Issuer common stock and has super-voting rights entitling the holder
to 3,255,915 votes on shareholder matters, and (2) a voting proxy on 1,150,000
shares of Mr. Broady's Issuer common stock. On November 30, 2001, the Agreement
obligates Mr. Zenger to deliver an additional $1 million to Mr. Broady to
maintain these proxies. If payment is not made, the proxies will be revoked at
that time. On December 15, 2001, (assuming the November 30, 2001 payment was
made) Mr. Zenger is obligated to pay a final $1 million to Mr. Broady to (1)
maintain the proxy with respect to the Issuer common stock for an additional 6
months, and (2) acquire title to Mr. Broady's Issuer preferred shares.

Messrs. Broady and Zenger are in the process of amending and restating the
Agreement to reflect that the transfer of the stock and proxies is contingent on
the approval of Issuer's shareholders. Prior to such approval, the amendment
will require that funds paid by Mr. Zenger be held in escrow and neither stock
nor proxies will transfer from Mr. Broady to Mr. Zenger.

Except as set forth in this Item 4, Mr. Broady does not have any present plans
or proposals that relate to or that could result in any of the actions specified
in clauses (a) through (j) of Item 4 on Schedule 13D.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

The response set forth in Item 5 of the Schedule 13D is hereby amended and
restated as follows:

As of the Filing Date, Mr. Broady beneficially owns 1,875,784 shares of Common
Stock of the Issuer. Mr. Broady's 1,875,784 shares include: (i) 242,403 shares
held by Mr. Broady individually; (ii) 76,400 shares that Mr. Broady has the
right to acquire through the exercise of Issuer stock options vesting on or
before the sixtieth day following the Filing Date; (iii) 406,981 shares issuable
on conversion of Mr. Broady's Issuer preferred stock that Mr. Broady is
obligated to sell to Mr. Zenger (after granting a voting proxy) under the
Agreement; and (iv) 1,150,000 shares for which Mr. Broady is obligated to grant
a voting proxy to Mr. Zenger under the






Agreement. Mr. Broady's 1,875,784 shares of Common Stock represent approximately
15.4% of the issued and outstanding shares of Common Stock of the Issuer as of
the Filing Date. As of the Filing Date, Mr. Broady has the sole power to vote or
direct the vote and the sole power to dispose or direct the disposition of the
Common Stock of which he is the beneficial owner.

The determination of percent beneficial ownership of Common Stock is based upon
there being 11,688,888 shares of Common Stock issued and outstanding as of the
latest Quarterly Report filed with the Commission by the Issuer. The denominator
in the calculation also includes the total number of outstanding options held by
the reporting person that are exercisable within 60 days of the Filing Date and
securities exchangeable into Common Stock within 60 days of the Filing Date.

ITEM 6.  CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO THE SECURITIES OF THE ISSUER

The response set forth in Item 6 of the Schedule 13D is hereby amended and
supplemented as follows:

As described in Item 4, Mr. Broady has entered into the Agreement attached
hereto as Exhibit 99.1.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

The following are filed as exhibits to this Statement on Schedule 13D:

Exhibit 99.1  Share Purchase Agreement between Niklaus Zenger and George Broady,
              dated October 23, 2001.








                                    SIGNATURE

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


                                              Date:     October 31, 2001
                                                   ----------------------------


                                              By:   /s/ George K. Broady
                                                 ------------------------------


                                              Name:   George K. Broady



Attention:  Intentional misstatements or omissions of fact constitute federal
            criminal violations (see 18 U.S.C. 1001).

EX-99.1

                                                                    EXHIBIT 99.1

                            SHARE PURCHASE AGREEMENT

                                     between

NIKLAUS ZENGER, ROSSLIWEG 12, 4538 OBERBIPP, SCHWEIZ OR HIS ASSIGNS

(hereinafter referred to as "Buyer")

                                       and

GEORGE BROADY, DALLAS, TX OR HIS ASSIGNS

(hereinafter referred to as "Seller")

WHEREAS the Seller currently owns 195,351 preferred shares with certain
cumulative voting rights of Ultrak Ltd. (hereinafter referred to as Ultrak)

WHEREAS the Buyer wishes to acquire such shares

WHEREAS the Seller desires to sell and the Buyer desires to purchase said shares
in Ultrak

NOW THEREFORE the parties agree as follows:

1.       The Seller hereby agrees to sell to the Buyer and the Buyer agrees to
         buy from the seller 195,351 preferred shares of Ultrak.

2.       The purchase price is $3 million USD. Of this amount $1,000,000 will be
         paid in cash on November 2, 2001 (Effective date) and another
         $1,000,000 will be paid in cash on November 30, 2001, and the remaining
         $1,000,000 on will on will be paid in cash on December 15th 2001.
         (Closing)

3.       On the Effective date, control of the votes of the preferred Ultrak
         held by the Seller as well as the 1,150,000 common shares held by the
         seller will pass from the seller to the buyer. This transfer of voting
         control on the shares will be revoked if the Buyer is in default of his
         payment obligations under this contract and such default has not been
         cured in accordance with article 5 of this agreement. Six months
         following Closing, voting control on the 1,150,000 "Sellers" common
         shares shall be revoked and returned to Seller.

         At the Closing the Seller shall deliver to the Buyer the certificates
         representing 195,351 preferred shares of Ultrak, duly indorsed in blank
         and the Buyer shall pay the remaining amount of $1,000,000.




4.       The Seller hereby represents and warrants as follows:

         a.       Ultrak is a company with limited liability with good standing
                  organized under the laws of Delaware.

         b.       As the Closing Date, the Seller is the sole owner of the
                  195,351 preferred shares of Ultrak to be sold to the Buyer and
                  has good and valid title to these shares, free and clear and
                  all liens, encumbrances, options, charges, equities and claims
                  arising from a privilege, pledge or security arrangement. On
                  the Closing Date the Seller has full right and capacity to
                  transfer and sell complete title to such shares. On delivery
                  of the certificates representing the 195,351 preferred Buyer
                  will receive good, valid and marketable title to such shares,
                  free and clear of all liens, encumbrances or other rights of
                  third parties.

         Except for the undertakings and representations made in this Agreement,
         any representations or warranties with respect to the value of the
         shares and/or the business of Ultrak are excluded.

5.       Should the Buyer be in default of his payment obligations under this
         agreement, (other than his first payment due on November 2, 2001 for
         which no grace period is agreed) the Seller agrees to grant to the
         Buyer an additional 10 days grace period, during which the Buyer can
         cure such default and/or his option the Buyer can accept other assets
         of good standing instead of cash.

6.       This Agreement shall be subject to and governed by Swiss Law. The place
         of jurisdiction is Zurich. The proceedings shall be conducted in the
         English language. The rules of the Swiss Act on Private International
         Law shall be applicable. As far as the procedure is not determined in
         this Act, the provisions of the Code of Civil Procedure of the Canton
         of Zurich shall apply.

7.       Other than what is set forth herein, there are no other agreements
         between the parties.

October 23, 2001


Seller:                                         Buyer:

/s/ George Broady                               /s/ Niklaus Zenger

George Broady                                   Niklaus Zenger