Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

             Date of the earliest event reported: February 10, 2004

                           BIO-KEY INTERNATIONAL, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                         Commission file number: 1-13463

             MINNESOTA                                      41-1741861
   ------------------------------                     ----------------------
   (State or Other Jurisdiction of                        (IRS Employer
   Incorporation of Organization)                     Identification Number)

                          1285 CORPORATE CENTER DRIVE,
                          SUITE # 175, EAGAN, MN 55121
                    (Address of Principal Executive Offices)

                                 (651) 687-0414
              (Registrant's telephone number, including area code)

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

      (c) Exhibits.

BIO-Key International, Inc. (the "Company") hereby furnishes the following

      99.1 Press release, dated February 10, 2004.

Item 12. Results of Operations and Financial Condition.

      On February 10, 2004, the Company issued a press release announcing its
financial results for its fourth quarter and full year ended December 31, 2003.
A copy of the Company's press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        BIO-Key International, Inc.

Dated: February 10, 2004                /s/ Gary E. Wendt
                                        Gary E. Wendt
                                        Chief Financial Officer

Exhibit Index

99.1     Press release, dated February 10, 2004