UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


(Amendment
No. 1)





(Mark
One)


[ X
      ]
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the Fiscal Year ended December 31,
2007


or


[    ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the transition period from
___________ to ___________





Commission
      File No. 0-22920NUMEREX
      CORP.(Exact Name of Registrant as
      Specified in its Charter)Pennsylvania
            
            11-2948749(State
      or Other Jurisdiction of Incorporation or Organization)
            
            (IRS
      Employer Identification No.)1600
      Parkwood Circle
              Suite
      500
              Atlanta,
      Georgia
            
            30339-2119(Address
      of principal executive offices)
            
            (Zip
      Code)Registrant's
      Telephone Number, Including Area Code:  (770) 693-5950




Securities
registered pursuant to Section 12(b) of the Act:




Class
      A Common Stock, no par value
            
            The
      NASDAQ Stock Market LLC(Title
      of each class)
            
            (Name
      of each exchange on which
registered)





Securities
registered pursuant to Section 12(g) of the Act: NONE





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.     Yes o          No þ





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15 (d) of the
Act.     Yes o          No þ





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past
90 days.     Yes þ          No o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K.     þ





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):





Large
accelerated filer o          Accelerated
filer þ           Non-accelerated
filer o      Smaller
Reporting Company  o





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).     Yes o          No þ





The
aggregate market value of voting and non-voting common stock held by
nonaffiliates of the registrant (9,689,046 shares) based on the closing
price of the registrant’s common stock as reported on the NASDAQ National Market
on June 30, 2007, was $110,648,905.  For purposes of this
computation, all officers, directors, and 10% beneficial owners of the
registrant are deemed to be affiliates.  Such determination should not
be deemed to be an admission that such officers, directors, or 10% beneficial
owners are, in fact, affiliates of the registrant.





The
number of shares outstanding of the registrant’s Class A Common Stock as of
March 10, 2008, was 13,525,905 shares.





DOCUMENTS
INCORPORATED BY REFERENCE





The
registrant filed its definitive proxy statement pursuant to
Regulation 14A on April 2, 2008, which included all of the items that were
incorporated by reference to Part III of the Form 10-K filed on March 17, 2008.








EXPLANATORY
NOTE





This Amendment on Form 10-K/A
(“Amendment No. 1”) constitutes Amendment No. 1 to the registrant’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2007 (the “Form
10-K”), which was originally filed with the Securities and Exchange Commission
(the “SEC”) on March 17, 2008.  Amendment No. 1 is being filed solely
to correct the Section 302 certifications filed as Exhibits 31.1 and 31.2 (the
“Original 302 Certifications”) to the Form 10-K.   The Original
302 Certifications contained typographical errors and inadvertently omitted
certain language that was required to be
included.    Accordingly, amended and restated
certifications are by our principal executive officer and principal financial
officer are being filed herewith as exhibits to this Amendment No.
1.





Except
for the matter described above, this amendment does not change any previously
reported financial results, modify or update disclosures in the Form 10-K, or
reflect events occurring after the date of the filing of the Form
10-K.





SIGNATURES







Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.







NUMEREX CORP.








By:  /s/  Stratton J.
Nicolaides                    Name:  Stratton
J.
Nicolaides                    Title:    Chairman
and Chief Executive Officer





Date: May
8, 2008