SecProbe.io

Mail Stop 4561

December 20, 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  November 23, 2016
  File No.  333-214792
  Post-Effective Amendment No. 1 to Registration Statement on Form S -1
  Filed November 23, 2016
  File No. 333 -203613

Dear Mr. DePasquale:

We have limited our review of your registration statement and post -effective amendment
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 r espond 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 r eviewing any amendments to your filings and the information you provide in
response to these  comments, we may have  additional comments.

Registration Statement on Form S -1 (File No. 333 -214792)

General

1. It appears that you are seeking to register this t ransaction as a resale pursuant to
Securities Act Rule 415(a)(1)(i).   Please provide a detailed legal and factual analysis of
why this should not be characterized as a primary offering.  In this regard, we note the
relationship between the company and the selling stockholders, the size of the combined
offering relative the number of outstanding shares of common stock and the short period
of time between the private placements and the filing of the related resale registration
statements.  In formulating your  response, please consider Securities Act Rule 415 and

Michael W. DePasquale
BIO-key International, Inc.
December 20, 2016
Page 2

 Interpretation 612.09 of our Securities Act Rules Compliance and Disclosure
Interpretations.

Registration Statement Cover Page

2. Please revise the bottom of the facing page to disclose the file number of the earlier
registration statement to which the combined prospectus relates (i.e., File No. 333 -
208747).  See Securities Act Rule 429(b).

Security Ownership of Certain Beneficial Owners and Management, page 35

3. We note that your Series A -1 and B -1 Convertible Preferred Stock have voting rights .
Please revise the beneficial ownership table to provide  the disclosure required by Item
403(a) of Regulation S -K for each class or series of voting securities.  Additionally,
consider providing  a column that  discloses the total voting power of each beneficial
owner as well as narrative or footnote disclosure that discusses the voting rights of each
class or series  of securities.

4. You disclose in footnote 9 to the beneficial ownership table that Mr. Wong Kwok Fong’s
beneficial ownership calculation does not include shares issuable upon conversion of
Series A -1 Convertible Preferred Stock as such shares are subject to a “blocker
provision,” which prohibits any conversions that would result in the holder being th e
beneficial owner of in excess of 9.99% of your common stock.  Since Mr. Wong Kwok
Fong beneficially owns 17.3% of your common stock, please clarify whether the “blocker
provision” continues to prevent conversions of his Series A -1 Convertible Preferred
Stock holdings.

5. We note from your disclosure in footnote 10 to the beneficial ownership table that Mr.
Yao Jianhui shares voting and dispositive power over the shares held by China Goldjoy
Limited and in footnote 2 to the selling security holders table on page 4 4 that he shares
voting and dispositive power over the shares held by Giant Leap International, Ltd.
Accordingly, it appears that these shares should be included in Mr. Yao’s beneficial
ownership calculation.  Please revise or advise.  See Item 403 of Reg ulation S -K and
Exchange Act Rule 13d -3.

Description of Securities

Preferred Stock, page 39

6. You disclose that your Series A -1 and B -1 Convertible Preferred Stock are subject to
“blocker provisions” that prohibit conversion if such conversion would resul t in the
holder beneficially owning in excess of a certain percentage of your outstanding common
stock.  You also disclose that your Series A -1 and B -1 Convertible Preferred Stock are
entitled to vote on an as -converted to common stock basis.  Please revis e to clarify the

Michael W. DePasquale
BIO-key International, Inc.
December 20, 2016
Page 3

 interaction between the “blocker provision” and the voting rights.  In this regard, clarify
whether the holders of Series A -1 and B -1 Convertible Preferred Stock are entitled to
voting rights for those shares the conversion of which is “bl ocked.”

Series B -1 Convertible Preferred Stock, page 41

7. Here you disclose that your Series B -1 Convertible Preferred Stock contains a 9.99%
“blocker provision.”  In a risk factor on page 7, you disclose this percentage to be 4.99%.
Please reconcile this  discrepancy.

Selling Security Holders, page 44

8. Please revise footnote 2 to clarify that Mr. Wong Kwok Fong serves as a director of the
company.  See Item 507 of Regulation S -K.

Item 16.  Exhibits, page 52

9. We note that you filed your securities purcha se agreement with Mr. Wong Kwok Fong
dated November 11, 2016 with your Form 10 -Q filed November 14, 2016.  Please revise
your exhibit index to incorporate by reference this agreement into your registration
statement.

Exhibit 5.1

10. The legality opinion opines on the Preferred Shares to be issued by the company.  Please
provide a revised legality opinion that defines the term Preferred Shares.

Post-Effective Amendment No. 1 to Registration Statement on Form S -1 (File No.  333-203613 )

General

11. To the exte nt the above comments are applicable to this post -effective amendment, please
revise to make corresponding changes.

12. We note that the registration statements were previously declared effective on May 1,
2015 (Fi le No. 333 -203613) and August 26, 2015 (File No. 333 -192504, relating to File
No. 333 -190200) with audited financial statements through the fiscal year ended
December 31, 2014.  Please advise as to whether any sales have been made by the selling
security h olders after April 30, 2016, and May 26, 2016, under these registration
statements, respectively.

Michael W. DePasquale
BIO-key International, Inc.
December 20, 2016
Page 4

 Selling Security Holders, page 44

13. It appears that the number of shares offered by selling security holders does not
correspond to the number of shares on  the prospectus cover page.  Furthermore, the
information regarding beneficial ownership after the offering  appears to  contain
discrepancies.  For example, it appears that Mr. Jacobson would have fewer than 80,000
shares of common stock and that Mr. Kitaygorods ky and the selling security holders
listed below him would continue to retain shares.  Please revise or advise.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any revie w, comments, action or absence of
action by the staff.

With respect to your registration statement, r efer to Rule 461 regarding requests for
acceleration .  Please allow adequate time  for us to review any amendment prior to the requested
effective date of the registration statement.

You may contact Bernard Nolan, Staff Attorney, at (202) 551 -6515 if you have questions
regarding the post -effective amendment.  Please contact Mitche ll Austin, Staff Attorney,  at (202)
551-3574 or me at (202) 551 -3457 with any  other  questions.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel
Office of Information Technologies
and Services

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