SecProbe.io

Mail Stop 4561
                                                             March 2, 2007

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

Re:     BIO-key International, Inc.
        Post-Effective Amendment No. 6 to Form SB-2
        Filed January 26, 2007
File No. 333-120104

Dear Mr. DePasquale:

       We have reviewed your amende d filing and have the following comments.

General
1. We note that you have removed from the registration statement 1,539,526 shares,
representing all of the shares that had been included in the initial registration
statement as shares issuable upon convers ion of interest and fees that would
accrue under the convertible term notes subs equent to the initial filing date of the
registration statement.  However, you have  not provided us with  your analysis as
to the legal consequences of including th e interest and fee shares in a resale
registration statement before the potentia l recipient had made its investment
decision to purchase those shares.  Pleas e provide your analysis and revise, as
material, to inform investors regarding th e potential effect.  For example, risk
factor disclosure may be warranted.

Please direct all questions to Maryse  Mills-Apenteng at 202-551-3457 or the
undersigned at 202-551-3462.  If you still require further assistance, please contact Barbara
C. Jacobs, Assistant Director, at 202-551-3730.

        S i n c e r e l y ,

   Mark P. Shuman
   Branch Chief – Legal

Michael W. DePasquale
BIO-key International, Inc.
March 2, 2007
Page 2

cc:   Via facsimile:  617-248-4000
Charles J. Johnson, Esq.
Choate, Hall & Stewart LLP