SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4561

October 6, 2006

Michael W. DePasquale
Chief Executive Officer
BIO-Key International, Inc.
3349 Highway 138
Building D, Suite B
Wall, New Jersey 07719

Re: BIO-Key International, Inc.
 Form SB-2
 Filed on September 11, 2006
 File No. 333-137240
 Form 10-QSB for the period ended June 30, 2006
 Filed on August 18, 2006
 File No. 001-13463

Dear Mr. DePasquale:

We have limited our review of your filings to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form SB-2

General
1. We note that BIO-Key filed post-effective amendments to File Nos. 333-115037 and 333-120104 on September 28, 2006.  Please be a dvised that the post-effective

Michael W. DePasquale
BIO-Key International, Inc.
October 6, 2006 Page 2
amendments are being separately reviewed and that the review may result in comments which would need to be resolved before the desired effective time.
Part II, page II-1

Item 28.  Undertakings, page II-8
2. Please revise your registration statement to in clude all undertakings that apply to this
offering.  In this regard, it appears as though BIO-Key is subject to rule 430C and
should include any corresponding undertaki ngs.  Also, it appears as though your
registration statement includes undertakings th at are not applicable  to this offering.
For example, we note that subsection (c ) of your undertaki ngs reference the
incorporation by reference of th e registrant’s annual report.  Please revise or advise.

Item  27.  Exhibits, page II-5

Legality Opinion
3. The opinion references Shares that “will be validly issued, fully paid and nonassessable.”  However, your registration statement is also registering common
stock that has already been issued.  The opinion should address whether the
outstanding shares are currently validly issu ed, fully paid and nonassesable.  Please
revise accordingly.

Form 10-QSB for the period ended June 30, 2006
4. Please revise to disclose who discovered th e material weaknesses to your disclosure
controls and procedures, when the material weaknesses occurred, when the material weaknesses were discovered and the circumst ances that led to the discovery of the
material weaknesses.  Also, please expand your disclosure to discuss any impact these material weaknesses have had on your financial statements and any restatements that have occurred as a result.
5. In addition to the information that we request above, please revise to provide a
materially complete description of the f our material weakness es identified by the
company and its former auditors.  Also, di sclose the steps taken, in addition to the
measures discussed on page 35, to remediate each of the material weaknesses.
6. We note that your Chief Executive Officer and Chief Financial Officer certified, in their Rule 13a-14(a) certif ications, that based on th eir knowledge, “the financial
statements, and other financial information included in [your filings], fairly present in all material respects the financial conditi on, results of operations and cash flows of
the registrant as of, and for, the periods presented in [your reports].”  Given the
material weakness discussed in your disclo sure, disclose why you believe that the

Michael W. DePasquale
BIO-Key International, Inc.
October 6, 2006 Page 3
financial statements for the fiscal period c overed by your reports “f airly present in all
material respects the financial condition, resu lts of operations and cash flows of the
registrant.”
Closing

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, acknowledging that:

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Michael W. DePasquale
BIO-Key International, Inc.
October 6, 2006 Page 4
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rule 461  regarding requesting acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

You may contact Jeffrey Werbitt at (202)  551-3456 or me at (202) 551-3462 with
any other questions.

        S i n c e r e l y ,

        M a r k  P .  S h u m a n
        B r a n c h  C h i e f  –  L e g a l

cc: Charles J. Johnson, Esquire
 Choate, Hall & Stewart LLP
 Two International Place
 Boston, MA 02110