**Exhibit 31.3**

 

**CERTIFICATION**

 

I, Francis J. Cusick,certify that:

 

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

 

2.             Based on my knowledge, this report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisreport;

 

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(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the companyand have:

 

(a)           Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thecompany, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

 

(b)           Evaluated the effectiveness of thecompany’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation;and

 

(c)           Disclosed in this report any changein the company’s internal control over financial reporting that occurred duringthe company’s most recent fiscal quarter (the company’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the company’s internal control over financialreporting.

 

5.             The company’s other certifying officers 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 andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the company’sability to record, process, summarize and report financial information; and

 

(b)           Any fraud, whether or not material,that involves management or other employees who have a significant role in thecompany’s internal control over financial reporting.

 

 
| Date: April 11, 2006              |   |              |
|-----------------------------------|--------|-------------------|
|                              |   |              |
| /s/  FRANCIS J.  CUSICK |   | Francis J. Cusick |   |
| Chief Financial Officer           |   |              |
|                                   |        |                   |  |

 

----