Item 2.02 Results of Operations and Financial Condition.

The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

On August 4, 2009, Optelecom-NKF, Inc. (the "Company") issued a press release announcing financial results for the quarter ended June 30, 2009. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 3, 2009, the Board of Directors of the Company increased the size of the Board by two directors and elected Sandra K. Bushue and John J. Marcello to serve as directors. As a result of the elections of Ms. Bushue and Mr. Marcello, the Board of Directors of the Company consists of a majority of independent directors as required under the Nasdaq marketplace rules. The Board of Directors has not determined committee assignments for Ms. Bushue and Mr. Marcello at this time. A copy of the press release announcing the elections of Ms. Bushue and Mr. Marcello is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release of Optelecom-NKF, Inc., dated August 4, 2009.

Exhibit 99.2 Press Release of Optelecom-NKF, Inc., dated August 3, 2009.

---