Exhibit 31.2  CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
EXCHANGE ACT RULE 13a-14(a) AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002  I, Steven Tamburo, Chief Financial Officer of
Optelecom-NKF, Inc. (the Registrant) certify that:  1.I have reviewed this annual report on Form 10-K
of Optelecom-NKF, Inc. for the year ended December 31, 2009;  2.Based on my knowledge, this annual report
does not contain any untrue statements of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the periods presented in this annual report;  3.Based on my knowledge, the financial
statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant, as of, and for the periods
presented in this annual report;  4.The registrants other certifying officer
and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f) for the registrant and we have:  a)designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
annual report is being prepared;  b)designed such internal control over
financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;  c)evaluated the effectiveness of the
registrants disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this annual report based on
such evaluation; and  d)disclosed in the report any change in the
registrants internal control over financial reporting that occurred during the
registrants most recent fiscal quarter (the registrants fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal control over financial
reporting; and  5.The registrants other certifying officer
and I have disclosed, based upon our most recent evaluation of internal control
over financial reporting, to the registrants auditors and the audit committee
of the registrants Board of Directors (or persons fulfilling the equivalent
function):  a)all significant deficiencies and material
weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial information; and


b)any fraud, whether or not material, that
involves management or other employees who have a significant role in the
registrants internal control over financial reporting.  /s/ STEVEN TAMBUROSteven Tamburo,Chief Financial Officer  Date: March 30, 2010