SecProbe.io

December 19, 2013

Via Email
Michael W. DePasquale
Chief Executive Officer
BIO-Key International, Inc.
3349 Highway 138, Building A, Suite E
Wall, NJ 07719

Re: BIO-Key International, Inc.
Registration Statement on Form S-1
Filed November 22, 2013
  File No. 333 -192504
  Form 10 -K for Fiscal Year Ended December 31, 2012
  Filed April 1, 2013
  File No. 001 -13463

Dear Mr. DePasquale :

We have reviewed the above -referenced filings  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your filings and providing the requested
information .  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filings and the information you provide in
response to these  comment s, we may have  additional comments.

Form S -1 filed November 22, 2013

General

1. We note your outstanding registration statement filed July 26, 2013 .  In the interest of
simplified disclosure, please consider the application of Securities Act Rule 429 which
permits the filing of an amendment that contains a single prospectus covering the shares
in this offering and in your outstanding offering.  Absent the use of Rule 429, p lease
revise your prospectus cover page to concisely reference your registration statement filed
July 26, 2013  and to disclose the aggregate number of shares available for resale under
each offering.

Michael W. DePasquale
BIO-Key International, Inc.
December 19, 2013
Page 2

 Business, page 22

2. Note D to  your Financial Statements discusses  customers whose revenue individually
represented 10 percent or more of the company’s total revenue.  Revise this section to
discuss your dependence upon your major customers or advise why this disclosure is not
required.  R efer to Item 101(h)(4)(vi) of Regulation S -K.  Also, provide your analysis as
to whether any agreements with these customers must be filed as exhibits.  Refer to Item
601(b)(10) of Regulation S -K.

Intellectual Property Rights, page 23

3. Please disclose the  duration of any patents, trademarks or licenses  held.  See Item
101(h)(4)(vii) of Regulation S -K.

Form 10 -K for Fiscal Year Ended December 31, 2012

General

4. Please confirm that to the extent that the above comments a re applicable to your Form
10-K you will make corresponding revisions in future filings.

Item 10.  Directors, Executive Officers and Corporate Governance

Audit Committee, page 23

5. We note your disclosure that John Schoenherr and Jeffrey J. May may not qualify as
audit committee finan cial experts.  In future filings, determine whether any audit
committee member is in fact an audit committee financial expert, as that term is defined
by Item 407(d)(5)(ii), and disclose whether there is at least one audit committee financial
expert servin g on your audit committee.  See Item 407(d)(5) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include  the information the Securities Act of 193 3, the
Securities Exchange Act of 1934 and  all applicable Securities  Act and Exchange Act rules
require.   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 o f the disclosures they
have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

Michael W. DePasquale
BIO-Key International, Inc.
December 19, 2013
Page 3

  should the Commiss ion or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated author ity, 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 and 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.

Please refer to Rule 461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective  date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public  offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Mitchell Austin, Staff Attorney , at (202) 551 -3574  or me at  (202) 551 -
3456  with any questions.   If you require further assistance, you may contact Barbara C. Jacobs,
Assis tant Director, at (202) 551 -3735 .

Sincerely,

 /s/ Matthew Crispino

 Matthew Crispino
 Staff Attorney

cc: Via Email
Vincent A. Vietti, Esq.
 Fox Rothschild LLP