**Exhibit 31.1**

 

**CERTIFICATIONOF CHIEF EXECUTIVE OFFICER PURSUANT TOSECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a), AS ADOPTED PURSUANTTOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Michael W. DePasquale, certify that:

 

1.               I have reviewedthis annual report on Form 10-K of BIO-key International, Inc. (the “Company”);

 

2.               Based on my knowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.               Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the Company as of, and for, the periods presented in this report;

 

4.               The Company’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f) for the Company and have:

 

(a)              Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

 

(b)             Designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

 

(c)              Evaluated theeffectiveness of the Company’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

 

(d)             Disclosed in thisreport any change in the Company’s internal control over financial reportingthat occurred during the Company’s most recent fiscal quarter (the company’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the company’s internalcontrol over financial reporting;

 

5.               The Company’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the Company’s auditors and theaudit committee of the Company’s board of directors (or persons performing theequivalent functions):

 

(a)              All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adversely affectthe Company’s ability to record, process, summarize and report financialinformation; and

 

(b)             Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the Company’s internal control over financial reporting.

 
| Date: March 11, 2009 |   |
|---------------------------|--------|
| /s/ MICHAEL W. DEPASQUALE |   |
| Michael W. DePasquale     |   |
| Chief Executive Officer   |   |

 

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