SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LIPKIN RAYMOND A

(Last)

(First)

(Middle)

161 FERNDALE AVE SOUTH

(Street)

WAYZATA

55391

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/17/2003

3. Issuer Name and Ticker or Trading Symbol
DATAKEY INC [ DKEY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/27/2003

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	530,500	D
Common Stock	90,000	I	Held by KOLOA Limited Partnership⁽¹⁾
Common Stock	20,000	I	Held by adult daughter; Mr. Lipkin has shared voting and dispositive power.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (right to buy)	10/29/1999	10/29/2009	Common Stock	160,000⁽²⁾	$1.25	D
Warrant (right to buy)	02/15/2000	02/15/2005	Common Stock	96,000	$5	D
Warrant (right to buy)	10/17/2003	10/17/2010	Common Stock	1,000,000	$0.77	D
Convertible Note Due 10-17-2004	10/17/2003	10/17/2004	Common Stock	$500,000	⁽³⁾	D

Explanation of Responses:

1. Mr. Lipkin is the managing general partner of KOLOA Limited Partnership and his spouse is the only other general partner. Mr. Lipkin exercises sole voting and dispositive power over the shares noted.

2. This amendment to Form 3 is being filed to correct the number of securities underlying this Warrant.

3. Conversion price is greater of $1.25 or the price at which common stock is issued, or the price at which securities offered may be convertible into or exercisable for common stock, in financing subsequent to the issuance of the Note but before maturity.

	By April Hamlin, Attorney-In-Fact for Raymond A. Lipkin	10/30/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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