Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing

On March 11, 2009, Optelecom-NKF, Inc. (the "Company") received a letter from the Nasdaq Stock Market ("Nasdaq") notifying that Company that as a result of the resignation of Robert Urso as a director of the Company on March 6, 2009, the Board of Directors of the Company does not consist of a majority of independent directors as required under Nasdaq marketplace rule 4350(c)(1). Pursuant to the Nasdaq rules, because the Company intends to hold its annual meeting within 180 days of the date of Mr. Urso's resignation, the Company has until September 2, 2009 (the "cure period") to become compliant with the requirements of Nasdaq rule 4350(c)(1). The Board of Directors of the Company is in the process of identifying candidates to replace Mr. Urso and intends to appoint a director who satisfies the independence requirements of the Nasdaq rules prior to the expiration of the cure period.

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