SecProbe.io

January 2, 2015

Via E -mail
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  December 12, 2014
  File No. 333-200887

Dear Mr. DePasquale :

We have limited our review  of your registration statement to those issues w e have
addressed in our comment below .  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 reg istration statement and providing the
requested information .  Where 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 t o your registration statement and the information you
provide in response to this comment , we may have  additional comments.

General

1. We note that on September 15, 2014, you filed a post -effective amendment to a
registration statement on Form S -1 (file n o. 333 -192504) relating to  the resale of up to
48,064,982 shares of your common stock  by the selling shareholders named in that
prospectus.  It appears that between that offering and the resale offering you are currently
seeking to register, certain of your shareholders will be offering for resale in registered
offerings up to approximatel y 57.6% the number of your total outstanding shares as of
December 11, 2014, according to disclosure in your filing .  Please disclose the  concurrent
resale offering on the outside front cover page of the prospectus , and  ensure that your risk
factors sectio n adequately addresses any impact of the concurrent offering s.

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Michael W. DePasquale
BIO-Key International, Inc.
January 2, 2015
Page 2

 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 c omments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission 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 authority, in
declaring the filing effective, does not relieve t he 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 1 933 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 Katherine Wray, Attorney -Advisor,  at (202) 551 -3483  or, in her absence,
me at (202) 551 -3462  with any questions.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

cc:  Via E-mail
 Vincent Vietti  and Stephen Brill, Fox Rothschild LLP