UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             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: OCTOBER 28, 2003
                                                   ----------------


                           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
exhibit:

          99.1 Press release, dated October 28, 2003.

ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On October 12, 2003,  the Company  issued a press  release  summarizing
certain of the Company's  results of operations and financial  condition for the
third fiscal  quarter ended  September  30, 2003. A copy of the Company's  press
release  is  attached  hereto  as  Exhibit  99.1 and is  incorporated  herein by
reference.








                                   SIGNATURES

         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: October 29, 2003                          /s/ Gary E. Wendt
                                                 -----------------
                                                 Gary E. Wendt
                                                 Chief Financial Officer