UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q/A

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For Quarter Ended June 30, 2003
Commission File No.

OPTELECOM, INC.

(Exact Name of Registrant as
Specified in its Charter)

DELAWARE

(State or other jurisdiction of incorporation or organization)

52-1010850

(IRS employer identification number)

12920 CLOVERLEAF CENTER DRIVE, GERMANTOWN, MARYLAND 20874

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (301) 444-2200.

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock $0.03 Par Value.

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 ý No o

At August 8, 2003, the registrant had outstanding 3,104,774 shares of Common Stock, $.03 Par Value.

EXPLANATORY NOTE

This amendment to Form 10-Q of Optelecom, Inc. for the quarter ended June 30, 2003 filed on August 14, 2003 is being filed solely for the purposes of (a) updating the certifications in Exhibits 31.1 and 31.2; and (b) filing certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which were inadvertently omitted in the August 14, 2003 filing.

SIGNATURES

Pursuant to the requirements 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.

		OPTELECOM, INC.


Date:	September 5, 2003	/s/ Edmund Ludwig
		Edmund Ludwig,
		Director, President and Chief Executive Officer


Date:	September 5, 2003	/s/ James Armstrong
		James Armstrong,
		Director, Chief Financial Officer