We combine deep K -band ( Keck ) with V - and I -band ( NTT ) observations of two “ blank ” high-Galactic latitude fields , surveying a total of \sim 2 square arcminutes . The K -band number-magnitude counts continue to rise above K \approx 22 mag , reaching surface densities of few \times~ { } 10 ^ { 5 } degree ^ { -2 } . The slope for the galaxy counts is approximately d log ( N ) /d mag degree ^ { -2 } = 0.23 \pm 0.02 over the range 18 - 23 mag . While this slope is consistent with other recent deep K -band surveys , there is a definite scatter in the normalizations by about a factor of two . In particular , our normalization is \sim 2 \times greater than the galaxy counts of Djorgovski et al . ( 1995 ) . Optical - near infrared color magnitude and color-color diagrams for all objects detected in the V + I + K image are plotted and discussed in the context of grids of Bruzual-Charlot ( 1993 , 1995 ) isochrone synthesis galaxy evolutionary models . The colors of most of the observed galaxies are consistent with a population drawn from a broad redshift distribution . A few galaxies at K \approx 19 - 20 are red in both colors ( V - I \lower 2.15 pt \hbox { $ \buildrel > \over { \sim } $ } 3 ;I - K \lower 2.15 pt \hbox { $ % \buildrel > \over { \sim } $ } 2 , consistent with being early-type galaxies having undergone a burst of star formation at z \lower 2.15 pt \hbox { $ \buildrel > \over { \sim } $ } 5 and viewed at z \sim 1 . At K \lower 2.15 pt \hbox { $ \buildrel > \over { \sim } $ } 20 , we find several ( \sim 8 ) “ red outlier ” galaxies with I - K \lower 2.15 pt \hbox { $ \buildrel > \over { \sim } $ } 4 and V - I \lower 2.15 pt \hbox { $ \buildrel < \over { \sim } $ } 2.5 , whose colors are difficult to mimic by a single evolving or non-evolving stellar population at any redshift unless they either have quite low metallicity or are highly reddened . We compare the data against the evolutionary tracks of second-burst ellipticals , and against a grid of models that does not constrain galaxy ages to a particular formation redshift . The red outliers ’ surface density is several per square arcminute , which is so high that they are probably common objects of low luminosity L < L _ { * } . Whether these are low-metallicity , dusty dwarf galaxies , or old galaxies at high redshift , they are curious and merit spectroscopic followup .