**Exhibit 31.2**

 

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

 

I, Cecilia Welch, certifythat:

 

1.               I have reviewed this annual report on Form 10-Kof BIO-key International, Inc. (the “Company”);

 

2.                Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of 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 such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the Company,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

(b)             Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

(c)              Evaluated the effectiveness of the Company’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

(d)             Disclosed in this report any change in the Company’sinternal control over financial reporting that occurred during the Company’smost recent fiscal quarter (the company’s fourth fiscal quarter in the case ofan annual report) that has materially affected, or is reasonably likely tomaterially affect, the company’s internal control over financial reporting;

 

5.               The Company’s other certifying officer and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Company’s auditors and the audit committee of theCompany’s board of directors (or persons performing the equivalent functions):

 

(a)              All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the Company’s ability to record,process, summarize and report financial information; and

 

(b)             Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the Company’sinternal control over financial reporting.

 
| Date: March 26, 2010    |   |
|------------------------------|--------|
| /s/  CECILIA WELCH |   |
| Cecilia Welch                |   |
| Chief Financial Officer      |   |

 

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