SecProbe.io

Mail Stop 4561

January 11, 2016

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 23, 2015
File No. 333-208747

Dear Mr. DePasquale :

We have limited our review of your registration statement to those issues we have
addressed in our 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 registration statement and providing the
requested information.  If you do not believe our comments apply t o 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 registration statement and the information you
provide in response to these comments, we may have ad ditional comments.

General

1. We have received your application dated December 23 , 2015 requesting confidential
treatment for certain portions of Exhibit 10.36  to your registration statement.  We will
promptly review the application for confidential treatment.  Comments, if any, will be
provided in a separate letter.  Please be advised that your registration statement will not
be declared effective until all iss ues relating to your confidential treatment request have
been resolved.

Executive Compensation, page 33

2. Please provide the information required by Item 402 of Regulation S -K for your fiscal
year ended December 31, 201 5.  For guidance, please refer to Que stion 117.05 of our
Regulation S -K Compliance and Disclosure Interpretations.

Michael W. DePasquale
BIO-key International, Inc.
January 11, 2016
Page 2

Selling Security Holders, page 46

3. With respect to shares that may be offered for resale by legal entities, please disclose the
individual or individuals who exercise the voting and dispositive powers over such
shares.  For guidance, see Regulation S -K Compliance and Disclosure Interpretatio n No.
140.02, available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs -
kinterp.htm.

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
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosu res 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:

 should the Commission or the sta ff, 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
declar ing 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 proc eeding 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 regis tration 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 s ecurities 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.

You may contact Jeff Kauten, Attorney -Advisor, at (202) 551 -3447 , or in his absence, me at
(202) 551 -3462 , with any questions .  If you have any other questions , please contact  Barbara C.
Jacobs , Assistant Director, at (202) 551 -3730.

Michael W. DePasquale
BIO-key International, Inc.
January 11, 2016
Page 3

 Sincerely,

/s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal
Office of Information Technologies
and Services

cc:  Vincent Vietti , Esq.
Fox Rothschild LLP