8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 18, 2008

NUMEREX CORP.

(Exact Name of Issuer as Specified in Charter)

               Pennsylvania                                        0-22920                                         11-2948749

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      (State or other jurisdiction                  (Commission File Number)               (I.R.S. Employer

                              of incorporation)                                                                                Identification No.)

1600 Parkwood Circle

Suite 500

Atlanta, Georgia

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(Address of principal executive offices)

30339

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(Zip code)

(770) 693-5950

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(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR   230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange

     Act (17 CFR 240.13e-4(c))

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

On March 18, 2008, the Board of Directors (the “Board”) of Numerex Corp. (the “Company”) appointed Jeffrey O. Smith as a Director.  Mr. Smith will join the Board’s Audit Committee immediately.   Mr. Smith is eligible to participate in the Company’s compensation plans available to non-employee directors.   As compensation for his Board service, Mr. Smith will receive an annual retainer fee and a fee for each meeting of the Board or each separate committee meeting attended.

There is no arrangement or understanding between Mr. Smith and any other persons pursuant to which he was appointed as a Director of the Company.  Mr. Smtih is not currently engaged, and has not during the last fiscal year been engaged, in any transactions with the Company or its subsidiaries that are required to be disclosed under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.

On March 24, 2008, the Company issued a press release announcing Mr. Smith’s election to the Board.      A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1Press Release issued by Numerex Corp., dated March 24, 2008.

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 hereunto duly authorized.

                                           NUMEREX CORP.

Date:  March 24, 2008                                                                           /s/ Alan B. Catherall                                           

                                           Alan B. Catherall

                                                                               Chief Financial Officer

Exhibit Index

99.1 Press Release, dated March 24, 2008

EX-99.1 CHARTER

Exhibit 99.1

Contact:

Alan Catherall

770 485-2527

PRESS RELEASE

FOR IMMEDIATE RELEASE

Jeffrey O. Smith Joins Numerex Board of Directors

ATLANTA, March 24, 2008 - Numerex Corp. (NASDAQ: NMRX), the leading provider of full-service, highly secure M2M network services and solutions, today announced that Ublip President and Chief Executive Officer (CEO) Jeffrey O. Smith, PhD., has been appointed to its Board of Directors. Dr. Smith is a pioneer and visionary in the computer and wireless industry with over 30 years of experience.

“Jeff is a highly respected leader in the wireless communications industry and he will be a tremendous asset to our Board of Directors,” said Stratton Nicolaides, Numerex CEO. “Jeff brings a great depth of scientific knowledge and business management experience to our Board and we look forward to his insights as we build upon Numerex’s M2M market leadership and address the exciting growth opportunities ahead.”

In 2002, Dr. Smith founded SensorLogic, now one of the industry’s leading Telemetry Service Providers. Recently he founded Ublip, a provider of Web 2.0 applications for remote asset management. In 1993, he co-founded and served as President and CEO of OnRamp Technologies, a leading Internet Service Provider. OnRamp became the first investment of Verio. During Jeff’s tenure at Verio as Regional President and Board member, the company grew to one of the largest web-hosting companies in the world and a principal international ISP. In 2000, Verio was sold to NTT for $5.5B in cash. Jeff honed his early scientific career with Motorola followed by five years with the Automation Robotics Research Institute and two years with the Superconducting Supercollider.

Jeff joins as the eighth member of Numerex’s board of directors. He has served on the boards of technology companies including Winning Habits, CreditAnswers, Vericenter, and Verio.  He has also served as an advisor to venture capital funds.

About Numerex

Numerex Corp. (NASDAQ: NMRX) offers the broadest choice of secure machine-to- machine (M2M) network services and solutions. Numerex delivers a depth of expertise and excellence through its M2M service platforms - Networx, Techworx, and Flexworx - -that leading companies choose to power their M2M solutions. Numerex is the only M2M Company in North American to carry ISO/IEC 27001:2005 certification – ISO’s highest information security benchmark to ensure data integrity and security. Numerex is headquartered in Atlanta, Georgia. For additional information, visit http://www.numerex.com

"Statements contained in this press release concerning Numerex that are not historical fact are "forward-looking" statements and involve important risks and uncertainties. Such risks and uncertainties, which are detailed in Numerex's filings with the Securities and Exchange Commission, could cause Numerex's results to differ materially from current expectations as expressed in this press release."

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