  We combine deep K-band (Keck) with V- and I-band (NTT) observations of two
high-Galactic latitude fields, surveying a total of ~2 sq. arcmin. The K-band
galaxy counts continue to rise above K=22, reaching surface densities of few x
10^5 per sq. degree. The slope for the counts is (d log(N) per mag per sq.
degree) = 0.23 +/- 0.02 between K=18-23, consistent with other deep K surveys.
The numbers of galaxies in each mag bin is about two times greater than the
galaxy counts of Djorgovski et al. (1995).
  The optical and near infrared magnitudes of all objects detected in the V+I+K
image are discussed in the context of grids of isochrone synthesis galaxy
evolutionary models (Bruzual & Charlot 1993, 1995). The colors of most of the
observed galaxies are consistent with a population drawn from a broad redshift
distribution. A few galaxies at K=19-20 are red in both colors (V-I>3; I-K>2),
consistent with being early-type galaxies having undergone a burst of star
formation at z>5 and viewed at z~1. At K>20, we find ~8 ``red outlier''
galaxies with I-K>4 and V-I<2.5, whose colors are difficult to mimic by a
single evolving or non-evolving stellar population at any redshift. They are
likely either low-metallicity, dusty dwarf galaxies, or old galaxies at high
redshift (z>1.2). Their surface density is several per square arcminute, which
is so high that they are probably common objects of low luminosity $L<L_*$.

Astrophysics