SecProbe.io

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 BIO-key International, Inc.

 101 Crawfords Corner Road, Suite 4116

 Holmdel, NJ 07733

 November 26, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, NE

 Washington, DC 20549

 Re:

 BIO-key International, Inc. - Registration Statement on Form S-1

 Commission File No. 333-291728

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-key International, Inc. hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-291728), so that it may become effective at 4:00 pm EST on December 1, 2025, or as soon thereafter as practicable.

 Thank you for your prompt attention to this request. Should you have any questions, please contact Vincent A. Vietti of Fox Rothschild LLP, counsel to the Registrant, at (609) 896-4571.

 Very truly yours,

 BIO-KEY INTERNATIONAL, INC.

 By: /s/ Michael DePasquale

 Michael DePasquale

 Chief Executive Officer

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 bkyi20250501_corresp.htm

 BIO-key International, Inc.

 101 Crawfords Corner Road, Suite 4116

 Holmdel, NJ 07733

 May 2, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, NE

 Washington, DC 20549

 Re:

 BIO-key International, Inc. - Registration Statement on Form S-1

 Commission File No. 333-286776

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-key International, Inc. hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-286776), so that it may become effective at 4:00 pm EST on May 5, 2025, or as soon thereafter as practicable.

 Thank you for your prompt attention to this request. Should you have any questions, please contact Vincent A. Vietti of Fox Rothschild LLP, counsel to the Registrant, at (609) 896-4571.

 Very truly yours,

 BIO-KEY INTERNATIONAL, INC.

 By: /s/ Michael DePasquale

 Michael DePasquale

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 1, 2025

Michael DePasquale
Chief Executive Officer
BIO-key International, Inc.
101 Crawfords Corner Road, Suite 4116
Holmdel, NJ 07733

 Re: BIO-key International, Inc.
 Registration Statement on Form S-1
 Filed April 25, 2025
 File No. 333-286776
Dear Michael DePasquale:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Edwin Kim at 202-551-3297 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Vincent A. Vietti, Esq.
</TEXT>
</DOCUMENT>

October 21, 2024
Michael DePasquale
Chief Executive Officer
BIO-key International, Inc.
101 Crawfords Corner Road, Ste. 4116
Holmdel, NJ
Re:BIO-key International, Inc.
Registration Statement on Form S-1
Filed October 11, 2024
File No. 333-282618
Dear Michael DePasquale:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Lauren Pierce at 202-551-3887 or Matthew Derby at 202-551-3334
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Vincent A Vietti

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BIO-key International, Inc.

101 Crawfords Corner Road, Suite 4116

Holmdel, NJ 07733

October 21, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

			Re:

			BIO-key International, Inc. - Registration Statement on Form S-1

			Commission File No. 333-282618

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-key International, Inc. hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333- 282618), so that it may become effective at 4:00 pm EST on October 22, 2024, or as soon thereafter as practicable.

Thank you for your prompt attention to this request. Should you have any questions, please contact Vincent A. Vietti of Fox Rothschild LLP, counsel to the Registrant, at (609) 896-4571.

			Very truly yours,

			BIO-KEY INTERNATIONAL, INC.

			By:

			/s/ Michael DePasquale

			Michael DePasquale

			Chief Executive Officer

United States securities and exchange commission logo
February 8, 2024
Michael DePasquale
Chief Executive Officer
Bio-Key International Inc.
101 Crawfords Corner Road, Suite 4116
Holmdel, NJ 07733
Re:Bio-Key International Inc.
Registration Statement on Form S-1
File No. 333-276773
Filed January 30, 2024
Dear Michael DePasquale:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim at 202-551-3297 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Vincent Vietti, Esq.

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BIO-key International, Inc.

101 Crawfords Corner Road, Suite 4116

Holmdel, NJ 07733

February 8, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

			Re:

			BIO-key International, Inc. - Registration Statement on Form S-1

			Commission File No. 333-276773

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-key International, Inc. hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-276773), so that it may become effective at 4:00 pm EST on February 12, 2024, or as soon thereafter as practicable.

Thank you for your prompt attention to this request. Should you have any questions, please contact Vincent A. Vietti of Fox Rothschild LLP, counsel to the Registrant, at (609) 896-4571.

			Very truly yours,

			BIO-KEY INTERNATIONAL, INC.

			By:

			/s/ Michael DePasquale

			Michael DePasquale

			Chief Executive Officer

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BIO-key International, Inc.

101 Crawfords Corner Road, Suite 4116

Holmdel, NJ 07733

October 30, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

			Re:
			BIO-key International, Inc.

			Registration Statement on Form S-1

			Commission File No. 333-275003

			Withdrawal of Request for Acceleration

Ladies and Gentlemen:

Reference is made to our request, dated October 27, 2023, pursuant to which we requested that the effective date of the above-referenced registration statement, be accelerated so that it will be declared effective at 9:00 a.m. EST on October 30, 2023, or as soon thereafter as is practicable.

We are no longer requesting that such registration statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

Thank you for your prompt attention to this request. Should you have any questions, please contact Vincent A. Vietti of Fox Rothschild LLP, counsel to the Registrant, at (609) 896-4571.

			Very truly yours,

			BIO-KEY INTERNATIONAL, INC.

			By: /s/ Michael DePasquale

			Michael DePasquale

			Chief Executive Officer

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October 27, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

			Re:
			BIO-key International, Inc.

			Registration Statement on Form S-1, as amended

			File No. 333-275003

Ladies and Gentlemen:

As the placement agent of the proposed offering of BIO-key International, Inc. (the “Company”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 9:00 a.m., Eastern Time, on Monday, October 30, 2023, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to advise you that, through October 27, 2023, we distributed to each dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated October 26, 2023, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

			Very truly yours,

			Maxim Group LLC

			By:

			/s/ Clifford A. Teller

			Name: Clifford A. Teller

			Title: Co-President

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BIO-key International, Inc.

101 Crawfords Corner Road, Suite 4116

Holmdel, NJ 07733

October 27, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

			Re:
			BIO-key International, Inc. - Registration Statement on Form S-1

			Commission File No. 333-275003

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-key International, Inc. hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-275003), so that it may become effective at 9:00 am on October 30, 2023, or as soon thereafter as practicable.

Thank you for your prompt attention to this request. Should you have any questions, please contact Vincent A. Vietti of Fox Rothschild LLP, counsel to the Registrant, at (609) 896-4571.

			Very truly yours,

			BIO-KEY INTERNATIONAL, INC.

			By: /s/ Michael DePasquale

			Michael DePasquale

			Chief Executive Officer

United States securities and exchange commission logo
October 19, 2023
Michael DePasquale
Chief Executive Officer
BIO-key International, Inc.
101 Crawfords Corner Road
Suite 4116
Holmdel, NJ 07733
Re:BIO-key International, Inc.
Registration Statement on Form S-1
Filed October 16, 2023
File No. 333-275003
Dear Michael DePasquale:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Austin Pattan at 202-551-6756 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Vincent Vietti

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BIO-key International, Inc.

3349 Highway 138, Building A, Suite E

Wall, NJ 07719

June 22, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

			Re:

			BIO-key International, Inc. - Registration Statement on Form S-1

			Commission File No. 333-272675

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-key International, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-272675) (the “Registration Statement”), so that it may become effective at 5:00 p.m. on June 23, 2023, or as soon thereafter as practicable.

Thank you for your attention to this request. Should you have any questions, please contact Vincent A. Vietti of Fox Rothschild LLP, counsel to the Registrant, at (609) 896-4571.

			Very truly yours,

			BIO-KEY INTERNATIONAL, INC.

			By: /s/ Michael W. DePasquale

			Michael W. DePasquale

			Chief Executive Officer

United States securities and exchange commission logo
June 22, 2023
Michael DePasquale
Chief Executive Officer
BIO-key International Inc.
3349 Highway 138. Building A, Suite C
Wall, NJ 07719
Re:BIO-key International Inc.
Registration Statement on Form S-1
Filed June 15, 2023
File No. 333-272675
Dear Michael DePasquale:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim, Staff Attorney at (202) 551-3297 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Vincent Vietti, Esq.

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BIO-key International, Inc.

3349 Highway 138, Building A, Suite E

Wall, NJ 07719

July 15, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

			Re:

			BIO-key International, Inc. - Registration Statement on Form S-3

			Commission File No. 333-257875

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-key International, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-257875) (the “Registration Statement”), so that it may become effective at 4:30 p.m. on July 16, 2021, or as soon thereafter as practicable.

Thank you for your prompt attention to this request. Should you have any questions, please contact Vincent A. Vietti of Fox Rothschild LLP, counsel to the Registrant, at (609) 896-4571.

			Very truly yours,

			BIO-KEY INTERNATIONAL, INC.

			By: /s/ Michael W. DePasquale

			Michael W. DePasquale

			Chief Executive Officer

United States securities and exchange commission logo
July 14, 2021
Michael 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-3
Filed July 13, 2021
File No. 333-257875
Dear Mr. DePasquale:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997, or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Vincent Vietti

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BIO-key International, Inc.

3349 Highway 138, Building A, Suite E

Wall, NJ 07719

July 17, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

			Re:

			BIO-key International, Inc. - Registration Statement on Form S-1

			Commission File No. 333-239782

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-key International, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-239782) (the “Registration Statement”), so that it may become effective at 5:00 pm on July 20, 2020, or as soon thereafter as practicable.

Thank you for your prompt attention to this request. Should you have any questions, please contact Vincent A. Vietti of Fox Rothschild LLP, counsel to the Registrant, at (609) 896-4571.

Very truly yours,

BIO-key International, INC.

By: /s/ Michael DePasquale

       Michael DePasquale

       Chief Executive Officer

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July 17, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

			Attn:

			Jeff Kauten

			Re:

			BIO-key International, Inc.

			Registration Statement on Form S-1, as amended (File No. 333-239782)

Ladies and Gentlemen:

As the underwriter of the proposed offering of BIO-key International, Inc. (the “Company”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:00 p.m., Eastern Time, on Monday, July 20, 2020, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectuses dated July 16, 2020 and July 17, 2020, through the date hereof:

Preliminary Prospectuses dated July 16, 2020 and July 17, 2020:

			Copies to prospective dealers:
			123

			Copies to prospective institutional investors:
			86

			Copies to prospective retail investors:
			204

The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

			Very truly yours,

			Maxim Group LLC

			By:

			 /s/ Clifford A. Teller

			Name: Clifford A. Teller

			Title: Head of Investment Banking,

			Executive Managing Director

United States securities and exchange commission logo
July 13, 2020
Michael 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 July 9, 2020
File No. 333-239782
Dear Mr. DePasquale:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Vincent A. Vietti, Esq.

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BIO-key International, Inc.

3349 Highway 138, Building A, Suite E

Wall, NJ 07719

September 17, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

			Re:

			BIO-key International, Inc.- Registration Statement on Form S-3

			Commission File No. 333-233713

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-key International, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-333713) (the “Registration Statement”), so that it may become effective at 4:00 p.m. on September 18, 2019, or as soon thereafter as practicable.

Thank you for your prompt attention to this request. Should you have any questions, please contact Vincent A. Vietti of Fox Rothschild LLP, counsel to the Registrant, at (609) 896-4571.

			Very truly yours,

			BIO-key International, Inc.

			By:

			/s/ Michael W. DePasquale

			Michael W. DePasquale

			Chief Executive Officer

September 16, 2019
Michael W. DePasquale
Chief Executive Officer
BIO-key International Inc.
3349 Highway 138, Building A, Suite E
Wall, New Jersey 07719
Re:BIO-key International Inc.
Registration Statement on Form S-3
Filed September 11, 2019
File No. 333-233713
Dear Mr. DePasquale:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Vincent A. Vietti, Esq.

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BIO-key International, Inc.

3349 Highway 138, Building A, Suite E

Wall, NJ 07719

October 1, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

			Re:

			BIO-key International, Inc.- Registration Statement on Form S-3

			Commission File No. 333-227108

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-key International, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-227108) (the “Registration Statement”), so that it may become effective at 4:00 p.m. on October 1, 2018, or as soon thereafter as practicable.

Thank you for your prompt attention to this request. Should you have any questions, please contact Vincent A. Vietti of Fox Rothschild LLP, counsel to the Registrant, at (609) 896-4571.

			Very truly yours,

			BIO-key International, INC.

			By:

			/s/ Michael W. DePasquale

			Michael W. DePasquale

			Chief Executive Officer

September 18, 2018
Michael DePasquale
Chief Executive Officer
Bio Key International, Inc.
3349 Highway 138, Building A, Suite E
Wall, New Jersey 07719
Re:Bio Key International, Inc.
Registration Statement on Form S-3
Filed August 29, 2018
File No. 333-227109
Dear Mr. DePasquale:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, 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 comment applies 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 registration statement and the information you
provide in response to this comment, we may have additional comments.
Form S-3
General
1.We note that you are registering 2,559,172 shares of your common stock, 2,392,504
shares of which underlie warrants issued in a November 2014 private offering (the “2014
Warrants”).  The 2014 Warrants were initially exercisable for 996,887 shares, but the
number of shares recently increased by 1,395,627 as a result of an anti-dilution adjustment
provision in the warrants.  It appears that the initial 996,887 shares underlying the 2014
Warrants were previously registered on a Form S-1 (File No. 333-200887) that was
declared effective January 29, 2015 [and which was subsequently combined with another
Form S-1 (File No. 333-203613) that was declared effective on May 1, 2015].

 FirstName LastNameMichael DePasquale
 Comapany NameBio Key International, Inc.
 September 18, 2018 Page 2
 FirstName LastName
Michael DePasquale
Bio Key International, Inc.
September 18, 2018
Page 2
Accordingly, please remove the previously registered 996,887 shares from this
registration statement or advise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 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.
            Please contact Michael Foland, Attorney-Advisor, at (202) 551-6711 or Matthew
Crispino, Attorney-Advisor, at (202) 551-3456 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

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BIO-Key International, Inc.

3339 Highway 138, Building A, Suite E

Wall, NJ 07719

September 25, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Attention:
			Michael Foland, Attorney-Advisor

			Matthew Crispino, Attorney-Advisor

			Re:
			BIO-Key International, Inc.

			Registration Statement on Form S-3

			Filed August 29, 2018

			File No. 333-227108

Dear Gentlemen:

We thank you for your comment letter dated September 18, 2018 (the “Comment Letter”) addressed to BIO-Key International, Inc. (the “Company”, “we”, or “us”). The following is in response to the staff’s Comment Letter.

Concurrently with the filing of this letter, we have filed Amendment No. 1 to our Registration Statement on Form S-3 (the “Amended Registration Statement”).

The comments are included in bold below exactly as given in the Comment Letter and are numbered to correspond to the numbered paragraphs in the Comment Letter. The Company’s response immediately follows the comment.

Form S-3

General

			1.

			We note that you are registering 2,559,172 shares of your common stock, 2,392,504 shares of which underlie warrants issued in a November 2014 private offering (the “2014 Warrants”). The 2014 Warrants were initially exercisable for 996,887 shares, but the number of shares recently increased by 1,395,627 as a result of an anti-dilution adjustment provision in the warrants. It appears that the initial 996,887 shares underlying the 2014 Warrants were previously registered on a Form S-1 (File No. 333-200887) that was declared effective January 29, 2015 [and which was subsequently combined with another Form S-1 (File No. 333-203613) that was declared effective on May 1, 2015]. Accordingly, please remove the previously registered 996,887 shares from this registration statement or advise.

United States Securities and

Exchange Commission

September 25, 2018

Page 2

Response:

In response to the Comment Letter the Company has filed with the United States Securities and Exchange Commission (i) Post-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-200887) to deregister all securities that remain unsold under such registration statement and (ii) Post-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-203613) to deregister all securities that remain unsold under such registration statement. The forgoing registration statements registered the public resale of the initial 996,887 shares of common stock underlying the 2014 warrants. As a result, upon effectiveness of the forgoing Post-Effective Amendments the 996,887 shares of common stock underlying the 2014 warrants will not be included in any effective registration statement of the Company.

We believe that we have adequately responded to the Comment Letter. Please direct any questions or comments regarding this letter, the Comment Letter, the Amended Registration Statement, to our counsel, Vincent A. Vietti of Fox Rothschild LLP, at 609 896 4571. Thank you.

Very truly yours,

BIO-KEY INTERNATIONAL, INC.

By:  /s/ Michael W. DePasquale

       Michael W. DePasquale

       Chief Executive Officer

cc: Vincent A. Vietti, Fox Rothschild LLP

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BIO-key International, Inc.

3349 Highway 138, Building A, Suite E

Wall, NJ 07719

July 6, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

			Re:

			BIO-key International, Inc.- Registration Statement on Form S-3

			Commission File No. 333-225934

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-key International, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-225934) (the “Registration Statement”), so that it may become effective at 4:00 p.m. on July 6, 2018, or as soon thereafter as practicable.

Thank you for your prompt attention to this request. Should you have any questions, please contact Vincent A. Vietti of Fox Rothschild LLP, counsel to the Registrant, at (609) 896-4571.

Very truly yours,

BIO-key International, INC.

By: /s/ Michael W. DePasquale

Michael W. DePasquale

Chief Executive Officer

July 5, 2018
Michael DePasquale
Chief Executive Officer
BIO-key International, Inc.
3349 Highway 138, Building A, Suite E
Wall, New Jersey 07719
Re:BIO-key International, Inc.
Registration Statement on Form S-3
Filed June 28, 2018
File No. 333-225934
Dear Mr. DePasquale:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            You may contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence,
Jan Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Barbara C. Jacobs, Assistant Director, at (202) 551-3730.
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Vincent A. Vietti

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BIO-key International, Inc.

3349 Highway 138, Building A, Suite E

Wall, NJ 07719

January 23, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Re:

BIO-key International, Inc.- Registration Statement on Form S-1

Commission File No. 333-214792

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-key International, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-214792) (the “Registration Statement”), so that it may become effective at 4:30 p.m. on January 25, 2017, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

(i)

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)

the Registrant 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.

Thank you for your prompt attention to this request. We request that such effectiveness be confirmed in writing.

Very truly yours,

BIO-KEY INTERNATIONAL, INC.

By:

/s/ Michael W. DePasquale

Michael W. DePasquale

Chief Executive Officer

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BIO-Key International, Inc.

3339 Highway 138, Building A, Suite E

Wall, NJ 07719

January 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Maryse Mills-Apenteng

    Special Counsel Branch Chief – Legal

Re:          BIO-Key International, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed December 23, 2016

File No. 333-214792

Amendment No. 1 to Post-Effective Amendment No. 1 to Registration Statement on Form S-1

Filed December 23, 2016

File No. 333-203613

Dear Ms. Mills-Apenteng:

We thank you for your comment letter dated December 20, 2016 (the “Comment Letter”) addressed to BIO-Key International, Inc. (the “Company”, “we”, or “us”). The following is in response to the staff’s Comment Letter.

Concurrently with the filing of this letter, we have filed Amendment No. 2 to our Registration Statement on Form S-1 (the “Amended Registration Statement”) and Amendment No. 2 to our Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (the “Amended Post-Effective Amendment”).

The comments are included in bold below exactly as given in the Comment Letter and are numbered to correspond to the numbered paragraphs in the Comment Letter. The Company’s response immediately follows the comment. Page numbers referenced in the responses refer to page numbers in the Amended Registration Statement or the Amended Post-Effective Amendment, as applicable.

United States Securities and

Exchange Commission

January 19, 2017

Page 2

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

Executive Compensation, page 30

1.

Please update your executive compensation disclosure to provide the information called for by Item 402 of Regulation S-K for your fiscal year ended December 31, 2016. For guidance, please refer to Question 117.05 of our Regulation S-K Compliance and Disclosure Interpretations. Please add corresponding disclosure in your post-effective amendment.

Response:

The requested revisions have been made. See page 30 of the Amended Registration Statement and page 31 of the Amended Post-Effective Amendment.

We believe that we have adequately responded to the Comment Letter. Please note that we have updated certain disclosure in the Amended Registration Statement and Amended Post-Effective Amendment to reflect the reverse stock split of our outstanding common stock which was effective December 29, 2016. Please direct any questions or comments regarding this letter, the Comment Letter, the Amended Registration Statement, or the Amended Post-Effective Amendment to our counsel, Vincent A. Vietti of Fox Rothschild LLP, at 609 896 4571. Thank you.

Very truly yours,

BIO-KEY INTERNATIONAL, INC.

By: /s/ Michael W. DePasquale

       Michael W. DePasquale

       Chief Executive Officer

cc: Vincent A. Vietti, Fox Rothschild LLP

Mail Stop 4561

January 6, 2017

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

Dear Mr. DePasquale:

We have reviewed your amended registration statement and post-effective amendment
and have the following comment.

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

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

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

Executive Compensation, page 30

1. Please update your executive compensation disclosure to provide the information called
for by Item 402 of Regulation S -K for your fiscal year ended December 31, 201 6.  For
guidance, please refer to Question 117.05 of our Regulation S -K Compliance and
Disclosure Interpretations.   Please add corresponding disclosure in your post -effective
amendment.

Michael W. DePasquale
BIO-key International, Inc.
January 6, 2017
Page 2

 You may contact Jeff Kaute n, Staff Attorney, at (202) 551 -3447  or, in his absence, me at
(202) 551 -3457  with any  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

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BIO-Key International, Inc.

3339 Highway 138, Building A, Suite E

Wall, NJ 07719

December 23, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Maryse Mills-Apenteng

      Special Counsel Branch Chief – Legal

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 Ms. Mills-Apenteng:

We thank you for your comment letter dated December 20, 2016 (the “Comment Letter”) addressed to BIO-Key International, Inc. (the “Company”, “we”, or “us”). The following is in response to the staff’s Comment Letter.

Concurrently with the filing of this letter, we have filed Amendment No. 1 to our Registration Statement on Form S-1 (the “Amended Registration Statement”) and Amendment No. 1 to our Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (the “Amended Post-Effective Amendment”).

The comments are included in bold below exactly as given in the Comment Letter and are numbered to correspond to the numbered paragraphs in the Comment Letter. The Company’s response immediately follows the comment. Page numbers referenced in the responses refer to page numbers in the Amended Registration Statement or the Amended Post-Effective Amendment, as applicable.

General

1.

It appears that you are seeking to register this transaction 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 security holders, 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 Interpretation 612.09 of our Securities Act Rules Compliance and Disclosure Interpretations.

United States Securities and

Exchange Commission

December 23, 2016

Page 2

Response:

For the reasons more fully set forth below, the Company respectfully submits that the proposed sale of shares by the selling security holders is not an indirect primary offering and is appropriately characterized as a secondary offering that is eligible to be made under Securities Act Rule 415(a)(1)(i). The Company has reviewed the Staff’s guidance as set forth in Securities Act Rules, Compliance and Disclosure Interpretations, question 612.09 (“CD&I 612.09”) which identifies six factors to be considered in determining whether a purported secondary offering is really a primary offering. Set forth below is a brief description of the background of the underlying transactions and an analysis of the six factors described in CD&I 612.09.

Background. In October and November, 2015, the Company issued 90,000 shares of Series A-1 Convertible Preferred stock and 105,000 shares of Series B-1 Convertible Preferred Stock to three accredited investors: Wong Kwok Fong, Giant Leap International, Ltd., and Micron Technology Development Limited. The preferred shares are convertible at the option of the holder into shares of common stock at a fixed conversion price of $0.30 per share, subject to a “blocker” provision which prohibits the conversation if the holder would beneficially own in excess of 9.99% of the Company’s outstanding shares of common stock after giving effect to the conversion. The holders of each class of preferred stock have the right to, and have each designated one person to serve on the Company’s Board of Directors. On November 18, 2016, the Company closed a Securities Purchase Agreement with Wong Kwok Fong providing for the issuance of 6,200,000 shares of common stock in consideration for gross cash proceeds of $1,860,000 or $0.30 per share.

1.     How long the selling security holders have held their shares. Of the 71,200,000 shares being registered, 65,000,000 are issuable upon conversion of outstanding shares of convertible preferred stock which were issued in October and November of 2015. Accordingly, the substantial majority of the shares being registered have been held in excess of one year. The balance of the shares being registered (6,200,000 shares) were issued on November 18, 2016 and constitute just 8.3% of the Company’s issued and outstanding shares of common stock. As the full purchase price for all securities was paid upon issuance, the selling security holders have been exposed to full investment risk since the date of purchase. The resale of these shares is being registered close in time to the date of issuance which is customary in PIPE transactions and should not, standing alone, convert a secondary transaction into a primary offering.

Although the safe harbor provided by Securities Act Rule 144 indicates that a holding period of six months is, under certain circumstances, sufficient to evidence investment intent and avoid being characterized as an “underwriter,” the Staff has recognized that shorter holding periods do not negate investment intent. The Staff regularly permits issuers to register privately issued shares for resale promptly following, or even prior to, the closing of a private placement transaction. For example, Securities Act Rules Compliance and Disclosure Interpretations 116.19 (“CD&I 116.19”) and 131.11 (“CD&I 139.11”) both provide that:

United States Securities and

Exchange Commission

December 23, 2016

Page 3

“In a PIPE transaction, a company will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale of the securities (or in the case of convertible securities, of the convertible security itself) to the investor, and the investor is at market risk at the time of filing of the resale registration statement. The investor must be irrevocably bound to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration statement or at any subsequent date.”

CD&I 116.19 and CD&I 139.11 contemplate that a valid secondary offering could occur immediately following the closing of the PIPE with no minimum holding period in the event the company has completed the private placement of all of the securities it is registering and the investor is at market risk at the time of filing of the resale registration statement. Since there is no mandatory holding period that must be overcome for a PIPE transaction to be followed by a valid secondary offering and the selling security holder was at market risk when he acquired the shares of common stock, the holding period of the selling security holder, when taken as a whole, should be sufficient for a valid secondary offering.

2.     Circumstances under which the selling security holders received their shares. Each of the selling security holders acquired their shares in private placement transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereunder. Each selling security holder made standard and customary investment representations, including: (i) purchase for investment intent with no present intention to distribute any of the securities; (ii) acknowledgment that the shares could only be sold in compliance with the registration requirements of the Securities Act or the availability of an exemption therefrom; and (ii) their ability to bear the economic risk of an investment in the Company’s securities for an indefinite period of time. The full purchase price for the securities was paid at the time of the closing and the per share purchase price (or conversion price in the case of the convertible preferred shares) represented a nearly 50% premium to the market price as of the closing date of each transaction. The selling security holders have taken full investment risk with respect to the securities with no certainty that they will be able to sell their shares in the market at a premium, if at all. This is further supported by the fact that all of the convertible preferred shares purchased by the selling security holders have been held for more than one (1) year. In short, the selling security holders are long term investors who have taken substantial market risk.

These facts and circumstances have little in common with underwritten transactions or private placements to short-term investors seeking to immediately resell securities to the public. Such transactions are characterized by the purchase of shares at or below current market prices and at times, deferred payment of the purchase price convertible securities with floating conversion prices. By contrast, the selling security holders purchased their shares in a bona-fide private placement transaction with customary investment and private placement representations with no present intent to distribute any shares to any person. The fact that the selling security holders purchased their shares at a substantial premium to market and have held the substantial majority of the shares being offered under the Amended Registration Statement for more than one year, provides further support for the position that the selling security holders are not acting as an underwriters or conduit for the sale of shares from the Company to be public.

United States Securities and

Exchange Commission

December 23, 2016

Page 4

3.     The selling security holders’ relationship to the Company. The selling security holders are long-term investors consisting of two operating companies and one high net worth individual. Collectively, these investors have designated two persons to the Company’s board of directors. None of the selling security holders are acting on behalf of the Company with respect to the public resale of the securities and have no contractual, legal or other relationship with the Company with respect to the timing and amount of resales of such common stock. Their long term commitment to the Company is evidenced by the fact that none of the convertible preferred shares have been converted into common stock and no shares have been sold since their initial investment in the Company in October, 2015.

4.     The amount of shares being registered for sale. Although the Company is seeking to register the resale of 71,200,000 shares of common stock, 65,000,000 of the shares are subject to future issuance upon conversion of convertible preferred stock, convertible at a fixed price. Although the shares represent in excess of one third of the Company’s outstanding shares, the selling security holders are long-term investors and are not acting as an underwriter or conduit for the sale of shares by the Company to the public. Given the “blocker provisions” contained in the terms of the convertible preferred stock and the limited trading volume of the Company’s shares (average daily trading over the past 90 days of approximately 47,100 shares), the selling stockholders will not be able to sell a substantial amount of securities in the short-term. The Commission has historically been concerned about the distribution of “toxic” convertible securities with floating conversion prices or transactions involving deferred payment of purchase price by short-term investors seeking immediate resale of shares, such that the initial purchasers were not at market risk and public shareholders were subject to substantial dilution and often substantial reductions in trading prices. In the transactions at issue, the selling security holders purchased their securities at a premium to the then current market price and have held the substantial majority of their shares for more than one year. The volume of shares registered, standing alone, should not lead to the conclusion that the secondary transaction is a primary offer on behalf of the Company. For example, in its response to Securities Act Forms, Compliance and Disclosure Interpretations, question 612.12 the Staff permitted affiliates to effect a block sale of 73% of the issued outstanding shares of the issuer under Rule 415(a)(1)(i). This interpretation makes clear that volume of shares, standing alone, does not convert a secondary transaction into a primary offering.

5.     Whether the selling security holders are in the business of underwriting securities. The selling security holders consist of two operating companies and one high net worth individual. To the Company’s knowledge, none of the selling security holders is in the business of underwriting securities and the facts and circumstances support the conclusion that the selling security holders are long-term strategic investors who did not purchase the securities with a view to further distribution.

6.      Whether under all the circumstances its appears that the seller is acting as a conduit for the issuer. Based on the forgoing analysis, the Company respectfully submits that the facts and circumstances surrounding the initial investment in the Company and the registration of the resale of the shares at issue do not support the conclusion that the selling security holders are acting as underwriters or as a conduit for the Company. The shares were acquired in bona fide private placement transactions in which the selling security holders made standard and customary investment representations, paid the full purchase price for the shares at the time of the sale, and undertook the full economic risk of ownership of Company’s securities from the date of purchase. In addition, the securities were purchased at a substantial premium to the market price and the substantial majority of the securities have been held for in excess of one year. Based on the foregoing, we respectfully submit that the resale transaction covered by the Amended Registration Statement is a secondary offering by the selling security holders permitted under Securities Act Rule 415(a)(1)(i) and not a primary offering by the Company.

United States Securities and

Exchange Commission

December 23, 2016

Page 5

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).

Response:

The foregoing now appears on the facing page. See the facing pages of the Amended Registration Statement and Amended Post-Effective Amendment.

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.

Response:

The requested revisions have been made. See page 35 of the Amended Registration Statement and page 35 of the Amended Post-Effective Amendment.

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 the 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 provisi

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

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BIO-key International, Inc.

3349 Highway 138, Building A, Suite E

Wall, NJ 07719

February 2, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Re:

BIO-key International, Inc.- Registration Statement on Form S-1

Commission File No. 333-208747

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-key International, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-208747) (the “Registration Statement”), so that it may become effective at 4:30 p.m. on February 3, 2016, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

(i)

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)

the Registrant 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.

Thank you for your prompt attention to this request. We request that such effectiveness be confirmed in writing.

Very truly yours,

BIO-key International, INC.

By: /s/ Michael W. DePasquale

Michael W. DePasquale

Chief Executive Officer

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BIO-key International, Inc.

3339 Highway 138, Building A, Suite E

Wall, NJ 07719

January 14, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mark Shuman

   Branch Chief – Legal

Re:      BIO-Key International, Inc.

            Amendment No. 1 to Registration Statement on Form S-1

            Filed December 23, 2015

            File No. 333-208747

Dear Mr. Shuman:

We thank you for your comment letter dated January 11, 2016 (the “Comment Letter”) addressed to BIO-key International, Inc. (the “Company”). The following is in response to the staff’s Comment Letter. The comment is included in bold below and is numbered to correspond to the numbered paragraph in the Comment Letter. The Company’s response immediately follows the comment. Concurrently with the filing of this letter, we have filed Amendment No. 1 to our Registration Statement on Form S-1 (the “Amended Registration Statement”).

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 issues relating to your confidential treatment request have been resolved.

Response:

We will promptly respond to the Staff’s comments, if any, upon receipt.

United States Securities and

   Exchange Commission

January 14, 2016

Page 2

Executive Compensation, page 33

2.

Please provide the information required by Item 402 of Regulation S-K for your fiscal year ended December 31, 2015. For guidance, please refer to Question 117.05 of our Regulation S-K Compliance and Disclosure Interpretations.

Response:

The requested revisions have been made. Please see page 33 of the Amended Registration Statement.

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 Interpretation No. 140.02, available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

Response:

The requested revisions have been made. Please see page 46 of the Amended Registration Statement.

We believe that we have adequately responded to your comment. Please direct any questions or comments regarding this letter, the Comment Letter, or the Amended Registration Statement to our counsel, Vincent A. Vietti of Fox Rothschild LLP, at 609 896 4571. Thank you.

Very truly yours,

BIO-KEY INTERNATIONAL, INC.

By: /s/ Michael W. DePasquale

       Michael W. DePasquale

       Chief Executive Officer

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

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BIO-KEY INTERNATIONAL, INC.

3349 Highway 138, Building A, Suite E

Wall, New Jersey 07719

January 28, 2015

VIA EDGAR

Mark P. Shuman

Branch Chief - Legal

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Re:

BIO-key International, Inc.- Registration Statement on Form S-1

Commission File No. 333-200887

Dear Mr. Shuman:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-key International, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-200887) (the “Registration Statement”), so that it may become effective at 4:30 p.m. on January 29, 2015, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

(i)

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)

the Registrant 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.

Thank you for your prompt attention to this request. We request that such effectiveness be confirmed in writing.

Very truly yours,

BIO-KEY INTERNATIONAL, INC.

By: /s/ Michael W. DePasquale

       Michael W. DePasquale

       Chief Executive Officer

January 15 , 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.
  Amendment No. 1 to Registration Statement on Form S-1
Filed  January 6, 2015
  File No. 333-200887

Dear Mr. DePasquale :

We have reviewed your amended  registration statement , and we have the following
comments .

Executive Compensation, page 32

1. Please provide the information required by Item 402 of Regulation S -K for your fiscal
year ended December 31, 2014.  For guidance, please refer to Quest ion 117.05 of our
Regulation S -K Compliance and Disclosure Interpretations.

Exhibit 23.1

2. The auditor’s consent currently on file is dated as of December 12, 2014.  Please note that
the consent should be dated within 30 days of the effective date of the registration
statement and have your auditor  provide an updated consent accordingly.

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:  Vincent Vietti and Stephen Brill, Fox Rothschild LLP

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BIO-key International, Inc.

3339 Highway 138, Building A, Suite E

Wall, NJ 07719

January 6, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Mark Shuman

Branch Chief – Legal

Re:

BIO-Key International, Inc.

Registration Statement on Form S-1

Filed December 12, 2014

File No. 333-200887

Dear Mr. Shuman:

We thank you for your comment letter dated January 2, 2015 (the “Comment Letter”) addressed to BIO-key International, Inc. (the “Company”). The following is in response to the staff’s Comment Letter. The comment is included in bold below and is numbered to correspond to the numbered paragraph in the Comment Letter. The Company’s response immediately follows the comment. Concurrently with the filing of this letter, we have filed Amendment No. 1 to our Registration Statement on Form S-1 (the “Amended Registration Statement”).

General

1.

We note that on September 15, 2014, you filed a post-effective amendment to a registration statement on Form S-1 (file no. 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 approximately 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 section adequately addresses any impact of the concurrent offerings.

Response:

The requested revisions have been made. Please see the cover page and pages 7 and 41 of Amended Registration Statement.

United States Securities and

Exchange Commission

January 6, 2014

Page 2

We also hereby acknowledge 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 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.

We believe that we have adequately responded to your comment. Please direct any questions or comments regarding this letter, the Comment Letter, or the Amended Registration Statement to our counsel, Vincent A. Vietti of Fox Rothschild LLP, at 609 896-4571. Thank you.

Very truly yours,

BIO-KEY INTERNATIONAL, INC.

By:

/s/ Michael W. DePasquale

Michael W. DePasquale

Chief Executive Officer

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

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BIO-Key International, Inc.

3339 Highway 138, Building A, Suite E

Wall, NJ 07719

September 18, 2014

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: H. Roger Schwall

Re:          BIO-Key International, Inc.

Post-Effective Amendment No. 1 to Registration Statement on Form S-1

Filed September 15, 2014

File No. 333-192504

Dear Mr. Schwall:

We thank you for your comment letter dated September 16, 2014 (the “Comment Letter”) addressed to BIO-Key International, Inc. (the “Company”). The following is in response to the staff’s Comment Letter. The comment is included in bold below and is numbered to correspond to the numbered paragraph in the Comment Letter. The Company’s response immediately follows the comment.

Part II – Information Not Required in Prospectus

Item 16. Exhibits

Exhibit 5.1

1.             The legality opinions that are incorporated by reference into this post-effective amendment state that they speak as of the dates that the registration statements were initially declared effective. Accordingly, please amend to file an updated legality opinion.

Response:

We have amended the registration statement to include an updated legal opinion.

We also hereby acknowledge 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 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.

We believe that we have adequately responded to your comment. Please call me directly at (732) 359-1111 with any questions or additional comments. Thank you.

Very truly yours,

BIO-KEY INTERNATIONAL, INC.

By: /s/ Michael W. DePasquale

       Michael W. DePasquale

       Chief Executive Officer

September 16 , 2014

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.
  Post-Effective Amendment No. 1  to Registration Statement on Form S-1
Filed  September 15, 2014
  File No.  333-192504

Dear Mr. DePasquale :

We have limited our review of your registration statement to those issues w e have
addressed in our comment.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe ou r comment  applies  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 registration statement and the information you
provide in response to this commen t, we may have  additional comments.

Part II – Information Not Required in Prospectus

Item 16.  Exhibits

Exhibit  5.1

1. The legality opinions  that are  incorporated by reference into this post -effective
amendment state that  they speak as of the date s that the registration statements were
initially  declared effective.   Accordingly, p lease  amend to file  an updat ed legality
opinion.

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 disclosures they have made.

Michael W. DePasquale
BIO-Key International, Inc.
September 16 , 2014
Page 2

 Prior to the effective date of this 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 t o delegated authority, 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 contact Mitchell Austin, Staff Attorney,  at (202) 551 -3574  or me at (202) 551 -
3462  with any questions.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

cc: Via E -mail
Vincent A. Vietti, Esq.
 Fox Rothschild LLP

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BIO-KEY INTERNATIONAL, INC.

3349 Highway 138, Building D, Suite B

Wall, New Jersey 07719

December 31, 2013

VIA EDGAR

Barbara C. Jacobs

Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Re:

BIO-Key International, Inc.- Registration Statement on Form S-1

Commission File No. 333-192504

Dear Ms. Jacobs:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-Key International, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-190200) (the “Registration Statement”), so that it may become effective at 4:30 p.m. on December 31, 2013, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

(i)

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)

the Registrant 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.

Thank you for your prompt attention to this request. We request that such effectiveness be confirmed in writing.

Very truly yours,

BIO-KEY INTERNATIONAL, INC.

By: /s/ Michael W. DePasquale

Michael W. DePasquale

Chief Executive Officer

December 31 , 2013

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.
Form 10 -K for Fiscal Year Ended December 31, 2012
Filed April 1, 2013
  File No. 001 -13463

Dear Mr. DePasquale :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not  foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the Unite d States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Matthew Crispino

Matthew Crispino
Staff Attorney

cc: Via E -mail
Vincent A. Vietti, Esq.
 Fox Rothschild LLP

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Vincent A. Vietti

Direct Dial: (609) 896-4571

Internet Address: vvietti@foxrothschild.com

December 27, 2013

VIA EDGAR AND E-MAL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Matthew Crispino

Re:

BIO-Key International, Inc.

Registration Statement on Form S-1

Filed November 22, 2013

File No. 333-192504

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

Filed April 1, 2013

File No. 001-13463

Dear Mr. Crispino:

We thank you for your comment letter dated December 19, 2013 (the “Comment Letter”) addressed to BIO-Key International, Inc. (the “Company”). The following is in response to the Staff’s Comment Letter. Each comment is included in bold below and is numbered to correspond to the numbered paragraphs in the Comment Letter. The Company’s responses immediately follow each comment.

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, please 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.

Response: The requested revisions have been made. See cover page of the Prospectus.

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. Refer 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.

Response: Although certain individual customers constituted 10% or more of the Company’s revenues during 2011 and 2012, the Company does not believe that its business is dependent on these customers. Given the Company’s limited revenue, it is not uncommon for an individual customer to generate in excess of 10% of the Company’s revenue from year to year. This is often due to revenue the Company realizes in connection with the initial deployment of its biometric solution and such customers historically do not generate in excess of 10% of the Company’s revenue in any future years. The one customer that did generate in excess of 10% of the Company's revenue in both 2011 and 2012 is an original equipment manufacturer that buys our software combined with third party hardware pursuant to individual purchase orders. There is no contract with this customer for any continued purchases and the volume of orders varies from year to year. The Company’s business is, therefore, not dependent on such current customers, but rather is dependent upon generating new customers to adopt and deploy the Company’s biometric solutions. This conclusion finds further support in the Item 610(b)(10)(ii)(B) of Regulation S-K which requires the filing of contracts that ordinarily accompany the business conducted by the registrant if such contracts relate to continuing contracts to “sell the major part of the registrant’s products or services”, “purchase the major part of the registrant’s requirements for goods or raw materials”, or use a patent, formula, or trade secret “upon which the registrant’s business depends to a material extent.” As the customer contracts at issue do not provide for such continuing material benefits or obligations and as explained above, the Company is not substantially dependent on these contracts, the Company believes that they are not required to be filed as exhibits to its periodic reports.

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.

Response: The requested revisions have been made. Please see page 24 of the Prospectus.

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

4.

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

Response: The Company hereby confirms this to the extent the above comments are applicable to the Company’s annual report on Form 10-K for years ending December 31, 2013 or thereafter, the Company will make corresponding revisions to such 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 financial 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 serving on your audit committee. See Item 407(d)(5) of Regulation S-K.

Response: In future filings, the Company will determine and disclose whether any member of its audit committee qualifies as an audit committee financial expert.

We believe that we have adequately responded to the outstanding comments. Please call me directly at (609) 896-4571 with any questions or additional comments. Thank you.

Very truly yours,

FOX ROTHSCHILD LLP

By:

/s/ Vincent A. Vietti

Vincent A. Vietti

cc:

Mr. Michael W. DePasquale, Chief Executive Officer

Bio-Key International, Inc.

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

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BIO-KEY INTERNATIONAL, INC.

3349 Highway 138, Building D, Suite B

Wall, New Jersey 07719

August 8, 2013

VIA EDGAR

Mark P. Shuman

Branch Chief - Legal

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, DC 20549

Re:

BIO-Key International, Inc.- Registration Statement on Form S-1

Commission File No. 333-190200

Dear Mr. Shuman:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, BIO-Key International, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-190200) (the “Registration Statement”), so that it may become effective at 2:00 p.m. on August 12, 2013, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

(i)

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)

the Registrant 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.

Thank you for your prompt attention to this request. We request that such effectiveness be confirmed in writing.

Very truly yours,

BIO-KEY INTERNATIONAL, INC.

By:
/s/ Michael W. DePasquale

Michael W. DePasquale

Chief Executive Officer

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BIO-KEY INTERNATIONAL, INC.

3349 Highway 138, Building D, Suite B

Wall, New Jersey 07719

August 8, 2013

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mark P. Shuman

Re:         BIO-Key International, Inc.

Registration Statement on Form S-1

Filed July 26, 2013

File No. 333-190200

Dear Mr. Shuman:

We thank you for your comment letter dated August 7, 2013 (the “Comment Letter”) addressed to BIO-Key International, Inc. (the “Company”). The following is in response to the Staff’s Comment Letter. The comment is included in bold below and is numbered to correspond to the numbered paragraph in the Comment Letter. The Company’s response immediately follows the comment.

 The Offering, page 50

1.

Disclosure in the first paragraph of this section states: “This prospectus also covers any additional shares of our common stock that we may issue or that may be issuable by reason of any stock split, stock dividend or similar transaction involving our common stock.” Footnote 3 to the registration fee table on the cover page contains a similar disclosure and states that you are relying on Rule 416 under the Securities Act in this regard. Please confirm your understanding that Rule 416 will not be applicable to additional shares that may be issued as a consequence of the “full-ratchet” pricing protection granted to the investor in your February 26, 2013 common stock issuance, as described on page 50. Such full-ratchet adjustments are not “similar transactions” within the meaning of Rule 416, as they provide different, and greater, protection to security holders than do “terms which provide for a change in the amount of securities being offered or issued to prevent dilution resulting stock splits, stock dividends,” or standard anti-dilution provisions. For additional guidance, please refer to Question 213.02 of our Securities Act Rules Compliance and Disclosure Interpretations.

Response:

We confirm our understanding that Rule 416 will not be applicable to additional shares that may be issued as a consequence of the “full-ratchet” pricing protection granted to the investor in our February 26, 2013 common stock issuance.

We believe that we have adequately responded to your comment. Please call me directly at (732) 359-1100 with any questions or additional comments. Thank you.

Very truly yours,

BIO-KEY INTERNATIONAL, INC.

By: /s/ Michael W. DePasquale

       Michael W. DePasquale

       Chief Executive Officer

August 7, 2013

Via E -mail
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.
  Registration Statement on Form S-1
Filed  July 26, 2013
  File No.  333-190200

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 registration 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 to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

The Offering, page 50
1. Disclosure in the first paragraph of this section states:  “This prospectus also covers any
additional shares of our common stock that we may issue or that may be issuable by
reason of any stock spl it, stock dividend or similar transaction involving our common
stock.”  Footnote 3 to the registration fee table on the cover page contains  a similar
disclosure and states that you are relying on Rule 416 under the Securities Act in this
regard.  Please co nfirm your understanding that Rule 416 will not be applicable to
additional shares  that may be  issued  as a consequence of the “full -ratchet” pricing
protection granted to the investor in your February 26, 2013 common stock issuance , as
described  on page 50 .  Such full -ratchet adjustments are not “similar transactions” within
the meaning of Rule 416, as they provide different, and greater, protection to security
holders than do “terms which  provide for a change in the amount of securities being
offered or is sued to prevent dilution resulting stock splits, stock dividends,” or standard

Mr. Michael W. DePasquale
BIO-Key International, Inc.
August 7, 2013
Page 2

 anti-dilution provisions.  For additional guidance, please refer to Question 213.02 of our
Securities Act Rules Compliance and Disclosure Interpretations.
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 disclosures they have made.

Notwithstanding our comments, 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 Commissi on 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 the company from its full responsibility for
the adequacy and acc uracy 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 respect ive 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 a mendment prior to the requested effective date of the
registration statement.

Please contact Katherine Wray, Attorney -Advisor,  at (202) 551 -3483  or 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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 4561

 October 21, 2009

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.
  Preliminary Revised Proxy Statement on Schedule 14A    Filed September 28, 2009   File No. 001-13463

Dear Mr. DePasquale:

We have completed our review of your filing and have no further comments at
this time on the specific issues raised.

Sincerely,

Maryse Mills-Apenteng Special Counsel
  cc: Via facsimile: (617) 248-4000

 Charles J. Johnson, Esq.  Choate, Hall & Stewart LLP

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October 20,
2009

VIA
EDGAR AND OVERNIGHT MAIL

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-0309

Attn.:  Michael F. Johnson, Staff Attorney

  RE:

  BIO-key
  International, Inc.

  Amendment
  No. 1 to Preliminary Proxy Statement on Schedule 14A

  Filed on
  September 28, 2009 (File No. 001-13463)

Ladies and Gentlemen:

On behalf of our client, BIO-key International, Inc. (the “Company”),
we are responding to the comments of the Staff (the “Staff”) of the
Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
set forth in your letter dated October 13, 2009 (the “Comment Letter”)
to Mr. Michael W. DePasquale, Chief Executive Officer of the Company, with
respect to the Company’s Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A (File No. 001-13463), which was filed with the
Commission on September 28,
2009 (the “Proxy Statement”).

The
responses set forth below have been organized in the same manner in which the
Staff’s comments were organized in the Comment Letter.  For ease of reference, the Staff’s comments
are set forth below in bold, followed by the Company’s responses.

Effects
of the Asset Sale, page

1.                                      We
refer to your response to prior comment 5.
Although we note your response that Lockheed Martin has requested you to
provide its fingerprint technology for the FBI’s Next Generation Identification
system, your response does not address the concern that you provide a clear
description of your business going forward.
The description of your business following the assets sale, if approved,
should make clear what assets the company will retain and discuss other key
aspects of your business such as your business plan, staff size, physical location
and facilities and management’s views regarding future prospects for the
company, including

Two
International Place | Boston MA
02110 |  t 617-248-5000 |  f 617-248-4000 | choate.com

whether management is considering other alternatives with respect to
the retained business activities.  In
addition, please note that a discussion of how management plans to conduct
business following the asset sale should be briefly addressed in the summary
section and discussed more fully in the main body of the proxy statement.

In response to this comment,
the Company will revise its disclosure on pages 4 and 30 of the Proxy
Statement, as set forth on Exhibit A attached hereto.

Questions and Answers About the
Asset Sale and the Special Meeting

Why am I receiving this proxy
statement? page 7

2.                                      Revise
your filing to clarify the dollar amount or range of the sale proceeds you
intend to use to redeem all outstanding shares of your Series B and C
Convertible Preferred Stock.

The Company will describe the
amount of sale proceeds to be used for that purpose on pages 3, 7 and 33
of the Proxy Statement, as set forth on Exhibit B attached hereto.

Proposal
One — The Asset Sale Proposal

Consideration
to be Received, page 32

3.                                      We
refer to your response to prior comment 6 and note your statement that the
company’s stockholders will not “directly” receive any of the proceeds of the
asset sale.  Revise your filings to
clarify, if true, that your shareholders will not receive any of the proceeds
of the asset sale unless they are either Series B or Series C
shareholders.  A statement to this effect
should also be included in the summary section.
In this regard, consider adding a section titled “Consideration to be
Received by Shareholders” or the like.

In response to this comment,
the Company will clarify on pages 3 and 33 of the Proxy Statement, as set
forth on Exhibit B attached hereto, that, except for Longview
Special Finance, Inc., Longview Fund, L.P. and any shareholder having his,
her or its Series B or Series C preferred shares redeemed as
described, none of the Company’s shareholders will receive any of the proceeds
of the Asset Sale.

Unaudited
Financial Statements of the Law Enforcement Business of BIO-key International  Incorporated,
page 77

2

4.                                      We note
that you have revised your filing to include the unaudited financial statements
of the Law Enforcement Business and that you have indicated the unaudited
financial statements should be read in conjunction with the audited historical
consolidated financial statements of the company, including the notes thereto.
It is unclear how you determined you are not required to include notes to the
unaudited financial statements of the Law Enforcement Business.  In this regard, we note your statements on pages 78
through 80 that the “accompanying notes are an integral part of these
statements.”  Please advise or revise
your filing to include the notes to the unaudited financial statements of the
Law Enforcement Business.

Beginning on page 81 of
the Proxy Statement, the Company will include notes to the unaudited financial
statements of the Law Enforcement Business as set forth on Exhibit C
attached hereto.

*  *
*  *

The
Company hereby acknowledges that:

·                  The Company is responsible
for the adequacy and accuracy of the disclosure in the Proxy Statement;

·                  Staff comments or changes to
disclosure in response to Staff comments do not foreclose the Commission from
taking any action with respect to the Proxy Statement; and

·                  The Company may not assert Staff comments as
a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

If you have any questions
concerning these responses, need further supplementary information or if you
would like to discuss any of the matters covered in this letter, please contact
the undersigned at (617) 248-4020 or Brian J. Carr at (617) 248-4028.  Thank you.

  Very
  truly yours,

  /s/ Charles
  J. Johnson

  Charles J. Johnson

3

cc:                                 Maryse
Mills-Apenteng (at SEC)

Thomas
J. Colatosti

Michael
W. DePasquale

4

Exhibit A

See attached.

  Purpose of the Asset Sale

  (page       )

  The cash
  received by BIO-key from the Asset Sale will be used by BIO-key to redeem
  outstanding shares of BIO-key’s convertible preferred stock and for general
  working capital purposes.

  Effects of the Asset Sale

  (page       )

  If the Asset
  Sale and the Asset Purchase Agreement are approved by our stockholders and
  the other conditions to closing are satisfied, we will no longer conduct the
  wireless public safety operations of our Law Enforcement Division.  Instead, we will focus exclusively on the
  business currently conducted by our Biometrics Division, which provides
  advanced technology and software solutions to the finger-based biometric
  identification market.  Our objective is
  to become a leading, growing and profitable biometric company by focusing our
  resources and investments in this high growth, high-margin market.  At least in the near term, our investments
  are expected to be principally made in marketing activities.  We are open to acquiring accretive assets that
  will advance our technology and marketing efforts.  It is anticipated that our lease for our
  office in Marlborough, Massachusetts will be assigned to InterAct as part of
  the Asset Sale.  Following the closing,
  we will continue to operate out of our current offices in Wall, New Jersey
  and Eagan, Minnesota.  The number of
  our employees will be reduced from 44 to 12 following the closing of the
  Asset Sale.  Our public reporting obligations
  and the listing of our common stock on the OTC Bulletin Board will not be
  affected as a result of completing the Asset Sale.

  Transaction Documents

  (page
  and Annex A)

  Conditions
  to Obligations to Complete the Asset Sale

  (page       )

  A number of
  conditions must be satisfied before the Asset Sale can be completed. These
  include, among others:

  ·

  the approval of
  the Asset Sale by BIO-key stockholders;

  ·

  the absence of
  any law or order that makes the consummation of the Asset Sale illegal;

  ·

  the absence of
  any instituted or pending action or proceeding by any court or other
  governmental entity prohibiting, making illegal or enjoining, or threatening
  to make illegal or enjoin the consummation of the transactions contemplated
  by the Asset Purchase Agreement;

  ·

  the continued
  accuracy, in all material respects, of the representations and warranties of
  the parties;

  ·

  BIO-key
  obtaining the consents, waivers, approvals, authorizations, orders or filings
  required to be obtained or filed;

  ·

  the performance
  of compliance in all material respects of each party with all obligations
  required to be performed or complied with under the Asset Purchase Agreement
  at or prior to the closing; and

  ·

  the absence of
  material adverse changes with respect to the business, results of operations
  or financial condition of the Law Enforcement Division since August 13,
  2009, the date of the Asset Purchase Agreement.

  Each of BIO-key
  and InterAct may waive the conditions to the performance of its respective
  obligations under the Asset Purchase Agreement and complete the Asset Sale
  even though one or more of these conditions have not been met. BIO-key cannot
  give any assurance that all of the conditions to the Asset Sale will be
  either satisfied or waived or that the Asset Sale will occur.

  Standstill

  (page       )

  The Asset
  Purchase Agreement limits BIO-key’s ability to solicit or engage in
  discussions or negotiations with third parties regarding competing
  transactions involving the Asset Sale prior to the closing of the Asset Sale.
  Our board of directors may change its recommendation with respect to the
  Asset Sale or terminate the Asset Purchase Agreement to accept a superior
  proposal under the criteria and pursuant to the procedures set forth in the
  Asset Purchase Agreement and after paying InterAct a termination fee as
  described below.

  Termination; Termination Fee

  (page       )

  The Asset
  Purchase Agreement may be terminated at any time prior to completion of the
  Asset Sale by action of the board of directors of BIO-key or InterAct, as
  applicable, either before or after the requisite approval of the stockholders
  of BIO-key has been obtained under certain circumstances.

  However, if such
  termination occurs, a termination fee equal to $1,000,000 will be payable
  should certain circumstances occur, including, among others, the

4

Purpose of the
Asset Sale

The cash payment
to BIO-key that is a part of the Asset Sale will be used by BIO-key to redeem
outstanding shares of the Company’s convertible preferred stock and for working
capital purposes.

Effects of the
Asset Sale

If the Asset Sale and the Asset Purchase Agreement are
approved by our stockholders and the other conditions to closing are satisfied,
we will no longer conduct the wireless public safety operations of our Law
Enforcement Division.  Instead, we will focus
exclusively on the business currently conducted by our Biometrics Division,
which provides advanced technology and software solutions to the finger-based
biometric identification market.  The
assets of the Company currently used to conduct our Biometrics business will
not be transferred to InterAct as part of the Asset Sale.  See “Information About BIO-key” beginning on page [    ]
of the Proxy Statement for a more detailed description of our Biometrics
business.

BIO-key’s board of directors believes that there is
significant potential in the biometrics market and that our relationships with
premier partners and customers like Sagem, McKesson, Radiant Systems, AT&T,
Lexis-Nexis, blood banks and international resellers makes us well positioned for
growth.  In particular, our board
believes that our leadership VST finger biometric software combined with our
technology partners’ solutions has us well-positioned to pursue large Federal
projects.  This was evidenced by the
recent selection by Lockheed Martin of our fingerprint technology for the FBI’s
Next Generation Identification system.

Our objective is to become a leading, growing and
profitable biometric company by focusing our resources and investments in the
high growth, high-margin biometrics market with a net debt-free balance sheet
after the closing of the Asset Sale.  At
least in the near term, our investments are expected to be principally made in
marketing activities.  We are open to
acquiring accretive assets that will advance our technology and marketing
efforts.   Despite our optimism, the
overall size of the biometrics market is still emergent and we will continue to
face challenges from a variety of competitors including those with greater
resources than ours.  See “Risk Factors
Relating to BIO-key” beginning on page [    ] of the
Proxy Statement.

It is anticipated that our lease for our office in
Marlborough, Massachusetts will be assigned to InterAct as part of the Asset
Sale.  Following the closing, we will
continue to operate out of our current offices in Wall, New Jersey and Eagan,
Minnesota.  The number of our employees
will be reduced from 44 to 12 following the closing of the Asset Sale.  Our public reporting obligations and the
listing of our common stock on the OTC Bulletin Board will not be affected as a
result of completing the Asset Sale.

If the Asset Sale is not approved by our stockholders
and therefore not completed, we will seek to continue to develop the Law
Enforcement Division as well as to consider and evaluate other strategic
opportunities.  There can be no
assurances that our development of the Law Enforcement Division or any
alternative strategic opportunities will result in the same or greater value to
shareholders as the proposed Asset Sale.

Relationship
between BIO-key and InterAct

BIO-key and InterAct Public Safety Systems, an
affiliate of InterAct, have collaborated on several commercial projects in the
past, including commercial arrangements in which products used in the Law
Enforcement Division (including elements of the MobileCop®, PocketCop®, MobileRescue™, MobileOffice™, and InfoServer™
product lines) have been integrated with those of InterAct Public Safety
Systems and sold to law enforcement agencies and other emergency response
customers.  Outside of those commercial
dealings, there are no material relationships among BIO-key and InterAct or any
of their respective affiliates other than in respect of the Asset Purchase
Agreement and the related ancillary agreements.

Interests of Executive
Officers and Employees of BIO-key in the Asset Sale

When considering
the recommendation of the BIO-key board of directors regarding the Asset Sale
proposal, some of BIO-key’s executive officers have interests in the Asset Sale
that are different from, or in addition to, any interest they may have as
BIO-key stockholders.

On October 4,
2008, BIO-key renewed its year-to-year employment agreement with Kenneth Souza
to serve as Executive Vice President and General Manager, Law Enforcement of
the Company.  InterAct has agreed to assume
BIO-key’s obligations to Mr. Souza under that employment agreement following
the Asset Sale and it is anticipated that Mr. Souza will become an employee of
InterAct.

As of August 1,
2009, Mr. Souza beneficially owned five hundred fifty thousand (550,000)
options of BIO-key, which are fully-vested.
Three hundred thousand (300,000) of the options are exercisable at the
price of $1.05 per share while the remaining two hundred fifty thousand (250,000)
options are exercisable at the price of $0.75 per share.  As of August 1, 2009, certain employees
of BIO-key who will be transferred to InterAct911 as part of the Asset Sale
also held an aggregate of 787,331 options of

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 4561

 October 13, 2009

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.
  Preliminary Revised Proxy Statement on Schedule 14A    Filed September 28, 2009   File No. 001-13463

Dear Mr. DePasquale:

We have reviewed your filing and response letter and have the following
comments.  Please note that our references to prior comments refer to our prior comment letter dated September 15, 2009.

Effects of the Asset Sale, page

 1. We refer to your response to prior comment 5.  Although we note your response that Lockheed Martin has requested you to provide its fingerprint technology for the FBI’s Next Generation Identification system, your response does not address the concern that you provide a clear description of your business going forward.  The description of your business following the assets sale, if approved, should make clear what assets the company will retain and discuss other key aspects of your business such as your business plan, staff size, physical location and facilities and management’s views regarding future prospects for the companyincluding whether management is considering other alternatives with respect to the retained business activities.  In addition, please note that a discussion of how management plans to conduct business following the asset sale should be briefly addressed in the summary section and discussed more fully in the main body of the proxy statement.   ,

Michael W. DePasquale
Chief Executive Officer
BIO-key International, Inc. October 13, 2009 Page 2  Questions and Answers About the Asset Sale and the Special Meeting

 Why am I receiving this proxy statement? page 7

 2. Revise your filing to clarify the dollar amount or range of the sale proceeds you intend to use to redeem all outstanding shares of your Series B and C Convertible Preferred Stock.
 Proposal One – The Asset Sale Proposal

 Consideration to be Received, page 32

 3. We refer to your response to prior comment 6 and note your statement that the company’s stockholders will not “directly” receive any of the proceeds of the asset sale.  Revise your filing to clarify, if true, that your shareholders will not receive any of the proceeds of the asset sale unless they are either Series B or Series C shareholders.  A statement to this effect should also be included in the summary section.  In this regard, consider adding a section titled “Consideratioto be Received by Shareholders,” or the n
like.
 Unaudited Financial Statements of the Law Enforcement Business of BIO-key
International Incorporated, page 77
 4. We note that you have revised your filing to include the unaudited financial statements of the Law Enforcement Business and that you have indicated the unaudited financial statements should be read in conjuction with the audited historical consolidated financial statements of the company, including the notes thereto.  It is unclear how you determined you are not required to include notes to the unaudited financial statements of the Law Enforcement Business.  In this regard, we note your statements on pages 78 through 80 that the “accompanying notes are an integral part of these statem ents.”  Please advise or revise your filing
to include the notes to the unaudited financial statements of the Law EnBusiness. forcement

*              *              *              *

As appropriate, please amend your filings and respond to these comments within
10 business days.  You should provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendments and responses to our comments.

Michael W. DePasquale
Chief Executive Officer BIO-key International, Inc. October 13, 2009 Page 3
 Please direct any questions or comments to  Michael F. Johnson, Staff Attorney, at
(202) 551-3477 or to the undersigned at (202) 551-3457.  You may also contact the Assistant Director, Barbara C. Jacobs, if you thereafter have any other questions.

Sincerely,

Maryse Mills-Apenteng Special Counsel
  cc: Via facsimile: (617) 248-4000

 Charles J. Johnson, Esq.  Choate, Hall & Stewart LLP

CORRESP
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September 28, 2009

VIA
EDGAR AND OVERNIGHT MAIL

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-0309

Attn.:  Michael F. Johnson, Staff Attorney

RE:          BIO-key
International, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed on September 1, 2009 (File No. 001-13463)

Ladies and Gentlemen:

On behalf of our client, BIO-key International, Inc. (the “Company”),
we are responding to the comments of the Staff (the “Staff”) of the
Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
set forth in your letter dated September 15, 2009 (the “Comment Letter”)
to Mr. Michael W. DePasquale, Chief Executive Officer of the Company, with
respect to the Company’s Preliminary Proxy Statement on Schedule 14A (File No. 001-13463), which was filed with the
Commission on September 1,
2009 (the “Proxy Statement”).

The
responses set forth below have been organized in the same manner in which the
Staff’s comments were organized in the Comment Letter.  For ease of reference, the Staff’s comments
are set forth below in bold, followed by the Company’s responses.  Pursuant to the Staff’s request included in
the Comment Letter, the Company has also filed an amended Preliminary Proxy
Statement on Schedule 14A (the “Amendment”) on the date hereof, which
reflects the changes discussed below.

Questions and Answers About the Asset Sale and the
Special Meeting

Why am I receiving this proxy statement? page 7

1.                                      You
state that you intend to use the sale proceeds to redeem your convertible
preferred stock and for general working capital purposes.  Please clarify here, and elsewhere as
applicable, whether you intend to use

Two
International Place | Boston MA 02110 | t 617-248-5000
| f 617-248-4000 | choate.com

the proceeds to repay the remainder of the $2,164,922 liability to
Longview Special Finance, Inc. and Longview Fund, L.P., and to redeem the
convertible preferred shares currently held by The Shaar Fund, Ltd.

In response to
this comment, the Company has included additional language where applicable in
the Amendment to clarify that following the completion of the Asset Sale, the
Company intends to use the sale proceeds (i) to pay the remainder of its
outstanding liability (equal to $1,082,461 plus accrued and unpaid interest) to
Longview Special Finance, Inc. and Longview Fund, L.P., (ii) to pay
the outstanding amount due under its unsecured promissory note issued to The
Shaar Fund, Ltd. (equal to $1,000,000 plus accrued and unpaid interest), (iii) to
redeem all outstanding shares of its Series B and C Convertible Preferred
Stock, portions of which are currently held by The Shaar Fund, Ltd., and (iv) for
general working capital purposes.

Why did BlO-key enter into the
Asset Purchase Agreement? page 7

2.                                      You
state that after “due consideration of all other alternatives reasonably
available to BIO-key, the BIO-key board of directors concluded that the
completion of the Asset Sale was the best available alternative reasonably
likely to enable BIO-key to satisfy its outstanding liabilities and obligations
and to maximize value to its stockholders.”
Please consider expanding your discussion here, and elsewhere as
applicable, to provide a brief description of the “other alternatives” available
to BIO-key that were considered by BIO-key’s board of directors and the reasons
for rejecting these alternatives.

In response to
this comment, the Company has included additional language in the Amendment to
clarify that those other alternatives included a private placement of
securities or the issuance of non-convertible debt and that those alternatives
were ultimately rejected by the BIO-key board because they would have required
significant ongoing dividend or interest obligations.

Do BIO-key’s directors and
officers have any interest in the Asset Sale? page 9

3.                                      We note
that Mr. Souza may be entitled to payments under his employment agreement
as a result of the asset sale.  Please
revise your filing to quantify the payments Mr. Souza will receive should
the asset sale be consummated and his employment with BIO-key terminated.

Mr. Souza
will not receive any payment under his employment agreement with the Company as
a result of the Asset Sale.  The Company
has revised the Proxy Statement to clarify that InterAct has agreed to assume
the Company’s

2

obligations
to Mr. Souza under that employment agreement following the Asset Sale and
it is anticipated that Mr. Souza will become an employee of InterAct.

Cautionary Statements Regarding Forward-Looking Statements, page 20

4.                                      We note
your statement that your proxy statement, and the documents to which you refer
in the proxy statement, contain forward-looking statements “within the meaning
of the Private Securities Litigation Reform Act of 1995.”  Section 21E(b)(1)(C) of the
Securities Exchange Act of 1934 expressly states that the safe harbor for
forward-looking statements does not apply to statements made by issuers of
penny stock.  Please either delete any
references to the safe harbors provided by the Litigation Reform Act or make
clear, each time you refer to the safe harbors provided by Litigation Reform
Act, that the safe harbor does not apply to issuers of penny stock.

The
Company has deleted all references in the Proxy Statement to the safe harbors
provisions of the Litigation Reform Act.

Effects of the Asset Sale, page 30

5.                                      Please
expand the discussion regarding your continuing business, i.e., advanced
fingerprint identification biometric technology and software solutions, to
provide a more detailed textual discussion of the assets and liabilities being
retained.  Discuss how management plans
to conduct business following the asset sale and provide a balanced discussion
of management’s views as to not only the opportunities afforded by, but also
the challenges with respect to, the retained business activities. Refer to Item
303 of Regulation S-K in considering the appropriate historical as well as
prospective information about the financial performance and business activities
of the ongoing business.

In
response to this comment, the Company has included additional language in the
Amendment regarding its continuing business.
Specifically, the BIO-key board believes, as evidenced by the Company’s
recent award by Lockheed Martin to provide its fingerprint technology for the
FBI’s Next Generation Identification system, that its biometrics solutions have
gained market acceptance and that this sector presents significant
opportunities for growth.  Nevertheless,
the overall size of the biometrics market remains uncertain and BIO-key will
continue to face challenges from a variety of competitors including those with
greater resources than BIO-key.  See Risk
Factors Relating to BIO-key beginning on page 14 of the Amendment.

3

Proposal One — Asset Sale

Consideration to be received, page 32

6.                                      We note
your statement that you intend to use the sale proceeds to redeem your
convertible preferred stock and for general working capital purposes.  However, elsewhere in your filing you
indicate that your shareholders will receive consideration in connection with
the asset sale.  Please address the
consideration to be received by shareholders in the forepart of the document,
such as in the summary term sheet.  If
they will not receive any consideration, please include a clear statement to
this effect.

In
response to this comment, the Company has included a clear statement on page 33
of the Amendment indicating that the Company’s stockholders will not directly
receive any of the proceeds of the Asset Sale.

Representations and Warranties, page 33

7.                                      We note
your disclosure on page 33 that the representations and warranties may
have been modified by the confidential disclosure schedules delivered
separately from the asset purchase agreement. General disclaimers regarding the
accuracy and completeness of disclosure are not sufficient when the company is
aware of material contradictory information, and additional disclosure by the
company is appropriate in such circumstances. Please revise the disclaimer to
include a clear statement of your disclosure responsibilities with regard to
material contradictory information.

In
response to this comment, the Company has deleted the disclaimer language
included on page 33 of the Amendment.

8.                                      The
third sentence under “Representations and Warranties” states that the
representations and warranties of each of BlO-key and InterAct have been made
solely for the benefit of the party or parties to which they have been made,
and “should not be relied upon by any other person.”  Inclusion of representations and warranties
in the asset purchase agreement, which has been filed with the Commission,
constitutes disclosure to investors.  To the
extent that you are aware of additional material facts that contradict or
qualify the disclosure of the original representation, you must disclose
them.  See Release 34-51283.  Please delete the phrase suggesting that
shareholders should not rely on this information.

4

In
response to this comment, the Company has deleted the phrase suggesting that
shareholders should not rely on this information.

9.                                      Cautionary
language should be limited to statements of fact.  In contrast, much of the disclaimer contains
statements of speculation; in effect, that the representations and warranties
in the asset purchase agreement:

·                  Are
subject to qualifications and limitations by the respective parties,
including exceptions and other information that are not necessarily
reflected in the filed agreement — but you will not tell investors which
representations or warranties, if any, have been so qualified, limited or
excepted; and

·                  May have
changed after the date of the merger agreement — but you will not tell
investors what, if anything, has changed.

The intent and the effect of the language used in the second and fourth
sentences of the first paragraph under “Representations and Warranties” is to
undermine and to put into question the interpretation and reliability of a
document that the Commission has required you to file as an appendix to your
proxy statement.  Either specifically
identify which representations and warranties are subject to this language or
delete this language.

In
response to this comment, the Company has deleted the language identified by
the Staff.

Unaudited Pro Forma Condensed Consolidated Financial Information, page 71

10.                               Revise
your filing to include your financial statements and the unaudited financial
statements of the business being disposed of, i.e., the Law Enforcement
Division.  See Section H Question 6
of the Division of Corporation Finance’s July 2001 Third Supplement to the
Manual of Publicly Available Telephone Interpretations.

The
Company has revised the Proxy Statement to include its financial statements and
the unaudited financial statements of the Law Enforcement Division.

11.                               Please
tell us how you considered including the financial information for
InterAct.  In this regard, we note that
BIO-key will receive a promissory note in the original principal mount of
$4,000,000 issued by InterAct,

5

guaranteed by InterAct911 Corporation and one of its owners SilkRoad
Equity, LLC.  Refer to Item 14(c)(1) of
Schedule 14A.

In
accordance with Instruction 3 to Item 14 of Schedule 14A, the Company does not
believe that any financial information for InterAct is required to be included
in the Proxy Statement under Item 14(c)(1) because the Company does not
believe that any such information is material to an informed voting
decision.  InterAct was formed for the
sole purpose of acquiring the assets of the Company’s Law Enforcement
division.  It has no previous operating
history and no historical financial statements.
Moreover, the Company believes that InterAct will have sufficient funds
available to it when necessary in order to complete the Asset Sale transaction.  That belief is supported by the
representation and warranty made by InterAct to the Company in the Asset
Purchase Agreement governing the Asset Sale that InterAct has access to
sufficient cash to enable it to consummate the transactions contemplated by
that agreement (including performing its obligations under the $4,000,000
promissory note to be issued by InterAct at the closing).  In addition, the Company believes that the
intellectual property assets that secure the promissory note, when coupled with
the guarantees, provide the Company with sufficient security for repayment of
that note.

*  *
*  *

The
Company hereby acknowledges that:

·                  The Company is responsible
for the adequacy and accuracy of the disclosure in the Proxy Statement;

·                  Staff comments or changes to
disclosure in response to Staff comments do not foreclose the Commission from
taking any action with respect to the Proxy Statement; and

·                  The Company may not assert Staff comments as
a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

If you have any questions
concerning these responses, need further supplementary information or if you
would like to discuss any of the matters covered in this letter, please contact
the undersigned at (617) 248-4020 or Brian J. Carr at (617) 248-4028.  Thank you.

6

Very truly yours,

  /s/
  Charles J. Johnson

  Charles
  J. Johnson

cc:                                 Maryse
Mills-Apenteng (at SEC)

Thomas
J. Colatosti

7

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 4561

 September 15, 2009

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.
  Preliminary Proxy Statement on Schedule 14A    Filed September 1, 2009   File No. 001-13463

Dear Mr. DePasquale:

This is to advise you that we have limited our review of your filing to the matters
addressed in the comments below.  After reviewing your response, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Questions and Answers About the Asset Sale and the Special Meeting

Why am I receiving this proxy statement? page 7

1. You state that you intend to use the sale proceeds to redeem your convertible preferred stock and for general working capital purposes.  Please clarify here, and elsewhere as applicable, whether you intend to use the proceeds to repay the remainder of the $2,164,922 liability to Longview Special Finance, Inc. and Longview Fund, L.P., and to redeem the convertible preferred shares currently held by The Shaar Fund, Ltd.

Michael W. DePasquale
Chief Executive Officer
BIO-key International, Inc. September 15, 2009 Page 2  Why did BIO-key enter into the Asset Purchase Agreement? page 7

 2. You state that after “due consideration of all other alternatives reasonably available to BIO-key, the BIO-key board of directors concluded that the completion of the Asset Sale was the best available alternative reasonably likely to enable BIO-key to satisfy its outstanding liabilities and obligations and to maximize value to its stockholders.”  Please consider expanding your discussion here, and elsewhere as applicable, to provide a brief description of the “other alternatives” available to BIO-key that were considered by BIO-key’s board of directors and the reasons for rejecting these alternatives.
 Do BIO-key’s directors and officers have any interest in the Asset Sale? page 9

 3. We note that Mr. Souza may be entitled to payments under his employment agreement as a result of the asset sale.  Please revise your filing to quantify the payments Mr. Souza will receive should the asset sale be consummated and his employment with BIO-key terminated.
 Cautionary Statements Regarding Forward-Looking Statements, page 20

 4. We note your statement that your proxy statement, and the documents to which you refer in the proxy statement, contain forward-looking statements “within the meaning of the Private Securities Litigation Reform Act of 1995.”  Section 21E(b)(1)(C) of the Securities Exchange Act of 1934 expressly states that the safe harbor for forward-looking statements does not apply to statements made by issuers of penny stock.  Please either delete any references to the safe harbors provided by the Litigation Reform Act or make clear, each time you refer to the safe harbors provided by Litigation Reform Act, that the safe harbor does not apply to issuers of penny stock.
 Effects of the Asset Sale, page 30

 5. Please expand the discussion regarding your continuing business, i.e., advanced fingerprint identification biometric tec hnology and software solutions, to provide
a more detailed textual discussion of the assets and liabilities being retained.  Discuss how management plans to conduct business following the asset sale and provide a balanced discussion of management’s views as to not only the opportunities afforded by, but also the challenges with respect to, the retained business activities.  Refer to Item 303 of Regulation S-K in considering the appropriate historical as well as prospective information about the financial performance and business activities of the ongoing business.

Michael W. DePasquale
Chief Executive Officer
BIO-key International, Inc. September 15, 2009 Page 3  Proposal One – Asset Sale

 Consideration to be received, page 32

 6. We note your statement that you intend to use the sale proceeds to redeem your convertible preferred stock and for general working capital purposes.  However, elsewhere in your filing you indicate that your shareholders will receive consideration in connection with the asset sale.  Please address the consideration to be received by shareholders in the forepart of the document, such as in the summary term sheet.  If they will not receive any consideration, please include a clear statement to this effect.
 Representations and Warranties, page 33

 7. We note your disclosure on page 33 that the representations and warranties may have been modified by the confidential disclosure schedules delivered separately from the asset purchase agreement.  General disclaimers regarding the accuracy and completeness of disclosure are not sufficient when the company is aware of material contradictory information, and additional disclosure by the company is appropriate in such circumstances.  Please revise the disclaimer to include a clear statement of your disclosure responsibilities with regard to material contradictory information.
 8. The third sentence under “Representations and Warranties” states that the representations and warranties of each of BIO-key and InterAct have been made solely for the benefit of the party or parties to which they have been made, and “should not be relied upon by any other person.”  Inclusion of representations and warranties in the asset purchase agreement, which has been filed with the Commission, constitutes disclosure to investors.  To the extent that you are aware of additional material facts that contradict  or qualify the disclosure of the original
representation, you must disclose them.  See Release 34-51283.  Please delete the phrase suggesting that shareholders should not rely on this information.

Michael W. DePasquale
Chief Executive Officer
BIO-key International, Inc. September 15, 2009 Page 4   9. Cautionary language should be limited to statements of fact.  In contrast, much of the disclaimer contains statements of speculation; in effect, that the representations and warranties in the asset purchase agreement:

• Are subject to qualifications and limitations
 by the respective parties,
including exceptions  and other information that are not necessarily reflected
in the filed agreement -- but you will not tell investors which representations or warranties, if any, have been so qualified, limited or excepted; and
• May have changed after the date of the merger agreement -- but you will not tell investors what, if anything, has changed.
 The intent and the effect of the language used in the second and fourth sentences of the first paragraph under “Representations and Warranties” is to undermine and to put into question the interpretation and reliability of a document that the Commission has required you to file as an appendix to your proxy statement.  Either specifically identify which representations and warranties are subject to this language or delete this language.

Unaudited Pro Forma Condensed Consolidated Financial Information, page 71

10. Revise your filing to include your financial statements and the unaudited financial statements of the business being disposed of, i.e., the Law Enforcement Division.  See Section H Question 6 of the Division of Corporation Finance’s July 2001 Third Supplement to the Manual of Publicly Available Telephone Interpretations.
 11. Please tell us how you considered including the financial information for InterAct.  In this regard, we note that BIO-key will receive a promissory note in the original principal amount of $4,000,000 issued by InterAct, guaranteed by InterAct911 Corporation and one of its owners SilkRoad Equity, LLC.  Refer to Item 14(c)(1) of Schedule 14A

*              *              *              *

As appropriate, please amend your filings and respond to these comments within
10 business days.  You should provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendments and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the

Michael W. DePasquale
Chief Executive Officer BIO-key International, Inc. September 15, 2009 Page 5  disclosure in the filing to be certain that the filing includes all information required under the Exchange Act and that they have provided all information investors require for an informed investment decision.  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 disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
 ƒ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
ƒ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
ƒ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
 Please direct any questions or comments to  Michael F. Johnson, Staff Attorney, at
(202) 551-3477 or to the undersigned at (202) 551-3457.  You may also contact the Assistant Director, Barbara C. Jacobs, if you thereafter have any other questions.

Sincerely,

Maryse Mills-Apenteng Special Counsel
  cc: Via facsimile: (617) 248-4000

 Charles J. Johnson, Esq.  Choate, Hall & Stewart LLP

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4561

November 16, 2006

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

Re: BIO-Key International, Inc.
 Form SB-2/A
 Filed on October 24, 2006
 File No. 333-137240

Dear Mr. DePasquale:

We have reviewed your amended filings and have the following comments.
Where indicated, we think you should revise your documents in response to these comments.
Form SB-2

General
1. Upon re-filing your registration statement, please update your financial statements
pursuant to Item 310(g) of Regulation S-B.
Selling Security Holders, page 86
2. We note that the selling secu rity holder table discloses that Laurus Master Fund
beneficially owns 4,807,001 shares of common st ock prior to the offering.  However,
we also note that the selling security hol der table in your Post-Effective Amendment
No. 4 to Form SB-2, File No. 333-120104, discloses that Laurus Master Fund
beneficially owns 5,405,834 shares of common stock.  Please revise your filings to
reconcile your disclosure or advise of th e basis for your belief that the number of
shares beneficially owned should not be consistent.  Also, revise your selling security
holder table to disclose the number of shar es that are being simultaneously offered by
Laurus Master Fund pursuant to the post-effective amendment referenced above.  Corresponding disclosure should be made in the selling security holder table of your
post-effective amendment to reflect the numbe r of shares that are also being sold

Michael W. DePasquale
BIO-Key International, Inc.
November 16, 2006 Page 2
pursuant to BIO-Key’s Form SB-2.  Further,  please revise your filings to include
similar revisions for all other selling secu rity holders that are common to the Form
SB-2 and the post-effective amendment referenced above.
Closing

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

You may contact Jeffrey Werbitt at (202)  551-3456 or me at (202) 551-3462 with
any other questions.

        S i n c e r e l y ,

        M a r k  P .  S h u m a n
        B r a n c h  C h i e f  –  L e g a l

cc: Charles J. Johnson, Esquire
 Choate, Hall & Stewart LLP
 Two International Place
 Boston, MA 02110

CORRESP
1
filename1.htm

December
18, 2006

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention:  Mark P. Shuman, Branch Chief — Legal

Re:                               BIO-key
International, Inc.

Registration Statement on Form SB-2 — File No. 333-137240

Request for Acceleration

Ladies and Gentlemen:

The undersigned hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as
amended, that the effective date of the above-referenced Registration Statement
be accelerated so that it may become effective at 4:00 p.m., Eastern Time on
December 19, 2006, or as soon thereafter as practicable.

BIO-key International, Inc. (the “Company”) hereby acknowledges 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 the company from its full responsibility for the accuracy and
adequacy of the disclosure in the filing; and

·                  The Company may not assert this action as
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, the Company
further acknowledges that the Division of Enforcement has access to all
information provided to the staff of the Division of Corporation Finance in
connection with the filing.

  Sincerely yours,

  BIO-KEY
  INTERNATIONAL, INC.

  By:

  /s/ Francis J. Cusick

  Francis J. Cusick

  Chief Financial Officer

cc:           Brian J. Carr, Esq.

300 Nickerson Road,
Marlborough, MA  01752

Tel: 508-460-4000; Fax: 508-460-4099, www.bio-key.com

An Affirmative Action, Equal Opportunity Employer

Mail Stop 4561
                                                             December 12, 2006

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. 5 to Registration Statement on Form SB-2
        Filed November 28, 2006
File No. 333-120104

Post-Effective Amendment No. 7 to Regi stration Statement on Form SB-2
        Filed November 28, 2006
File No. 333-115037

Dear Mr. DePasquale:

       We have reviewed your filings, whic h were revised in response to oral comments
issued November 16, 2006 and have the following comments.

Post-Effective Amendment No. 5 to Registration Statement on Form SB-2

General
1. We note that the shares being offered for resale by the selling shareholders
include shares of common stock issuable as interest in lieu of cash.  We note
further that Article 3.1 of th e Secured Convertible Term Note with Laurus Master
Fund, filed as Exhibit 99.3 to the Form 8-K filed June 14, 2005, provides that the
“Holder shall have the right . . . to convert  all or any portion of the then aggregate
outstanding principal amount of this No te, together with interest and fees  due
hereon, into shares of Common Stock . . .” (emphasis added).  As a general
matter, it is inappropriate to register the resale of securities until after the private
offering for those securities has been co mpleted.  Please provide us with your
analysis as to why you believe that this tr ansaction is consiste nt with the staff’s
PIPE guidance as set forth by 3S of the Division of Corporation Finance’s Manual
of Publicly Available Telephone Interp retations Supplement of March 1999 and
whether the discretion left to the Holder  to receive shares of common stock or
cash for interest and fees raises concer ns as to the completion of your private
placement consistent with Rule 152 under th e Securities Act.  In this regard,

Michael W. DePasquale
BIO-key International, Inc.
December 12, 2006
Page 2

advise us of the basis for your belief that the offer and sale of the interest and fee
shares  was complete when you filed the resa le registration statement.  In your
analysis, please discuss whether the holders are irrevoc ably bound to receive the
common stock issuable in lieu of cash a nd whether they are entitled to make
additional investment decisions with respec t to the interest and fee payments.  A
similar analysis should be provided fo r each selling security holder that is
registering shares that may be issuable upon conversion, from time to time, of
interest and fees under a c onvertible term note.
2. In light of the above comment with regard to the discretion afforded to holders of
the Note to select the form of payment, please be advised th at it does not appear
to be appropriate at this time to include in the registration statement the shares
that will be paid in lieu of interest and fees that accrue  subsequent to the initial
filing date of the registration statement.  Accordingly, please revi se to clarify that
the prospectus would not be available for the resale of shares issued to pay interest and fees that has not yet accrued.  Note however , that shares relating to
any interest and fees that have accrued  to date may be properly included in a
registration statement.

Please direct all questions to Maryse Mills-Apenteng at 202-551-3457, Jeffrey
Werbitt at 202-551-3456 or the undersigned at 202-551-3462.  If you still require further
assistance, please contact Barbara C. Jac obs, Assistant Director, at 202-551-3730.

        S i n c e r e l y ,

   Mark P. Shuman
   Branch Chief – Legal

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

Mail Stop 4561
                                                             October 26, 2006

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. 3 to Registration Statement on Form SB-2
        Filed September 28, 2006
File No. 333-120104

Post-Effective Amendment No. 5 to Regi stration Statement on Form SB-2
        Filed September 28, 2006
File No. 333-115037

Dear Mr. DePasquale:

       We have reviewed your res ponses and have the following comments.

Post-Effective Amendment No. 3 to Registration Statement on Form SB-2

General

1. Please refer to prior comment 3 in our letter dated August 25, 2006.  We note your
response that you are relying on Rule 416 to add the shares in question to this post-
effective amendment.  Please provide us w ith your analysis as to the basis for your
reliance on Rule 416 to add additional sh ares “solely to reflect corresponding
adjustments to the conversion prices of th e [notes] that occurred subsequent to the
original filing” of the registration statement.   It does not appear that share issuances
tied to conversion price adjustments fall w ithin the standard anti-dilution provisions
contemplated by the rule.  Refer to interpretation 3S to the Securities Act Rules
portion of the March 1999 supplement to  the Corporation Finance Manual of
Publicly Available Telephone Interpretations regarding th e scope of Rule 416.  In
this regard, it appears as though the additiona l shares would need to be registered on
a new registration statement.

2. Please recall that the outst anding comments relating to you r periodic reports issued
in connection with our separate review of the Form SB-2, File No. 333-137240, must be resolved prior to seeking effectiveness.

Michael W. DePasquale
BIO-key International, Inc.
October 26, 2006
Page 2

Risk Factors

We have identified material weaknesses  in our internal control, page 4
3. You state that the risk of failing to address the material weaknesses in your internal
control over financial reports or  failing to maintain an effective system of disclosure
controls and procedures is that “curren t and potential stockholders could lose
confidence in [y]our financial reporting….”   Additionally, it appears that a more
immediate risk is that your financial statements may not accurately reflect the
financial condition of the company and that  current and potentia l investors may not
be able to rely upon the financial statements.  Please revise the risk factor
subheading and text accordingly.
4. We are unable to locate the undertaki ngs.  Please advise or revise.

Post-Effective Amendment No. 5 to Registration Statement on Form SB-2
General
5. Please review the registration statement to ensure conformity with comments 2 and
3 above.
Undertakings
6. Please update the disclosure to include the currently required undertaking outlined in paragraph 512(g)(1) or (2), as applicable .  Please ensure that you provide similar
disclosure with respect to the above-cited registration statement.

Please direct all questions to Maryse Mills-Apenteng at 202-551-3457, Jeffrey
Werbitt at 202-551-3456 or the undersigned at 202-551-3462.  If you still require further
assistance, please contact Barbara C. Jac obs, Assistant Director, at 202-551-3730.

        S i n c e r e l y ,

   Mark P. Shuman
   Branch Chief – Legal

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4561

October 6, 2006

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

Re: BIO-Key International, Inc.
 Form SB-2
 Filed on September 11, 2006
 File No. 333-137240
 Form 10-QSB for the period ended June 30, 2006
 Filed on August 18, 2006
 File No. 001-13463

Dear Mr. DePasquale:

We have limited our review of your filings to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form SB-2

General
1. We note that BIO-Key filed post-effective amendments to File Nos. 333-115037 and 333-120104 on September 28, 2006.  Please be a dvised that the post-effective

Michael W. DePasquale
BIO-Key International, Inc.
October 6, 2006 Page 2
amendments are being separately reviewed and that the review may result in comments which would need to be resolved before the desired effective time.
Part II, page II-1

Item 28.  Undertakings, page II-8
2. Please revise your registration statement to in clude all undertakings that apply to this
offering.  In this regard, it appears as though BIO-Key is subject to rule 430C and
should include any corresponding undertaki ngs.  Also, it appears as though your
registration statement includes undertakings th at are not applicable  to this offering.
For example, we note that subsection (c ) of your undertaki ngs reference the
incorporation by reference of th e registrant’s annual report.  Please revise or advise.

Item  27.  Exhibits, page II-5

Legality Opinion
3. The opinion references Shares that “will be validly issued, fully paid and nonassessable.”  However, your registration statement is also registering common
stock that has already been issued.  The opinion should address whether the
outstanding shares are currently validly issu ed, fully paid and nonassesable.  Please
revise accordingly.

Form 10-QSB for the period ended June 30, 2006
4. Please revise to disclose who discovered th e material weaknesses to your disclosure
controls and procedures, when the material weaknesses occurred, when the material weaknesses were discovered and the circumst ances that led to the discovery of the
material weaknesses.  Also, please expand your disclosure to discuss any impact these material weaknesses have had on your financial statements and any restatements that have occurred as a result.
5. In addition to the information that we request above, please revise to provide a
materially complete description of the f our material weakness es identified by the
company and its former auditors.  Also, di sclose the steps taken, in addition to the
measures discussed on page 35, to remediate each of the material weaknesses.
6. We note that your Chief Executive Officer and Chief Financial Officer certified, in their Rule 13a-14(a) certif ications, that based on th eir knowledge, “the financial
statements, and other financial information included in [your filings], fairly present in all material respects the financial conditi on, results of operations and cash flows of
the registrant as of, and for, the periods presented in [your reports].”  Given the
material weakness discussed in your disclo sure, disclose why you believe that the

Michael W. DePasquale
BIO-Key International, Inc.
October 6, 2006 Page 3
financial statements for the fiscal period c overed by your reports “f airly present in all
material respects the financial condition, resu lts of operations and cash flows of the
registrant.”
Closing

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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 disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request, acknowledging that:

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 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 a nd 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.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Michael W. DePasquale
BIO-Key International, Inc.
October 6, 2006 Page 4
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rule 461  regarding requesting acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

You may contact Jeffrey Werbitt at (202)  551-3456 or me at (202) 551-3462 with
any other questions.

        S i n c e r e l y ,

        M a r k  P .  S h u m a n
        B r a n c h  C h i e f  –  L e g a l

cc: Charles J. Johnson, Esquire
 Choate, Hall & Stewart LLP
 Two International Place
 Boston, MA 02110

Mail Stop 4561

 August 25, 2006

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. 2 to Regi stration Statement on Form SB-2
 File No. 333-120104
 Filed August 2, 2006

 Post-Effective Amendment No. 4 to Regi stration Statement on Form SB-2
 File No. 333-115037
 Filed August 2, 2006

Dear Mr. DePasquale:

We have limited our review of the above-refere nced filings to matte rs addressed in the
following comments.  Where indicated, we think you should revise your documents in response to
these comments.  If you disagree, we will consid er your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Michael W. DePasquale
BIO-key International, Inc.
August 25, 2006 Page 2
Post-Effective Amendment No. 2 to Registration Statement on Form SB-2

General
1. Please ensure that your filing in cludes all required information and that the disclosure is
provided as of the most recently practicable date  prior to the filing of your next amendment.
For example revise your filing to:

• include updated financial statements, cons ents and related disclosure pursuant to
Item 310(g) of Regulation S-B;
• update your beneficial ownership inform ation which is dated March 15, 2006;
• disclose and discuss the transactions with the selling security holders as reported in
your Form 8-K dated August 10, 2006.

Cover Page
2. The cover pages of each filing should inform inve stors that in addition to the shares being
offered under that prospectus, a separate offeri ng of a specified number of additional shares
is being concurrently conducted by means of other prospectuses.   Please revise to disclose
your concurrent offerings and to state the num ber of shares currently being offered under
your other registration statements.

Selling Security Holders, page 79
3. Describe the basis for adding 42,335 additiona l shares issuable upon conversion of the
secured convertible notes and 2,130,552 shar es issuable upon conversion of the
subordinated convertible term notes that were  not included in the original registration
statement.  In your response letter, explain w hy you believe that the addition of these shares
in the manner porposed conforms to Rule 413.  If the additional shares may be included by
post-effective amendment, this section should clearly disclose for each selling security
holder the transactions by which they received th eir shares subject to resale and specifically
should be clear as to the reasons for, and th e transactions by which these additional shares
were included.  We note cross-references in  your footnotes to other sections where the
material terms of the transaction ar e contained may be appropriate.

Post-Effective Amendment No. 4 to Registration Statement on Form SB-2
4. Please revise your registration statement in conformity with any applicable portion of
comments 1 and 2.
*              *              *              *

As appropriate, please amend your filings in re sponse to these comments.  You may wish to
provide us with marked copies of the amendment to expedite our review.  Please furnish a cover
letter with your amendment that keys your res ponses to our comments a nd provides any requested

Michael W. DePasquale
BIO-key International, Inc.
August 25, 2006 Page 3
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.
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 al l information required under  the Securities Act of
1933 and that they have provided all information investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.

 Before the amended registration statement is declared effective pursuant to Section 8 of the Securities Act, the company should provide  us with a letter, acknowledging that:

• should the Commission or the staff, acting pursua nt 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 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 a nd 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.

 In addition, please be advised that the Division of Enforcemen t has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.

 If you have any questions, please call Adam Halper at (202) 551- 3482.  If you require
additional assistance you may contact me at (202) 551-3462 or in my absence Barbara C. Jacobs,
Assistant Director at (202) 551-3730.

       S i n c e r e l y ,

       M a r k  P .  S h u m a n
       B r a n c h  C h i e f — L e g a l

cc: Via Facsimile
 Charles J. Johnson, Esq.

Michael W. DePasquale
BIO-key International, Inc.
August 25, 2006 Page 4
 Facsimile:  (617) 248-4000