We combine deep K-band (W. M. Keck Telescope) with V- and I-band (New
Technology Telescope) observations of two ''blank'' high Galactic lati
tude fields, surveying a total of similar to 2 arcmin(2). The K-band n
umber-magnitude counts continue to rise above K approximate to 22 mag,
reaching surface densities of few x 10(5) deg(-2). The slope for the
galaxy counts is approximately d log (N)/d mag deg(-2) = 0.23 +/- 0.02
over the range 18-23 mag. While this slope is consistent with other r
ecent deep K-band surveys, there is a definite scatter in the normaliz
ations by about a factor of 2. In particular, our normalization is sim
ilar to 2x greater than the galaxy counts reported by Djorgovski et al
. in 1995. Optical-near-infrared color-magnitude and color-color diagr
ams for all objects detected in the V + I + K image are plotted and di
scussed in the context of grids of Bruzual-Charlot isochrone synthesis
galaxy evolutionary models. The colors of most of the observed galaxi
es are consistent with a population drawn from a broad redshift distri
bution. A few galaxies at K approximate to 19-20 are red in both color
s (V-I greater than or similar to 3; I-K greater than or similar to 2,
consistent with being early-type galaxies having undergone a burst of
star formation at z greater than or similar to 5 and viewed at z simi
lar to 1. At K greater than or similar to 20, we find several (approxi
mately eight) ''red outlier'' galaxies with I-K greater than or simila
r to 4 and V-I less than or similar to 2.5, whose colors are difficult
to mimic by a single evolving or nonevolving stellar population at an
y redshift unless they either have quite low metallicity or are highly
reddened. We compare the data against the evolutionary tracks of seco
nd-burst ellipticals and against a grid of models that does not constr
ain 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 hi
gh redshift, they are curious and merit spectroscopic follow-up.