**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, Thomas J. Colatosti, 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 notcontain any untrue statement of a material fact or omit to state a materialfact necessary 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 financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Company as of, and for, the periods presented in thisreport;

 

4.               The Company’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f) for the Company andhave:

 

(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/  THOMAS J. COLATOSTI |   |
| Thomas J. Colatosti                |   |
| Chief Financial Officer            |   |

 

----