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

Washington, DC 20549

FORM 8-K

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

Date of ~~report~~Report (Date of earliest event reported): ~~November 12~~September 9, ~~2003~~2004

~~Datakey~~DATAKEY, ~~Inc~~INC. ~~(Exact Name of Registrant as Specified in its Charter)~~

(Exact Name of Registrant as Specified in its Charter)

Minnesota
(State or Other Jurisdiction of Incorporation)

0-11447 (Commission File Number) 41-1291472 (~~I.R.S.~~IRS Employer Identification ~~Number~~No.)

407 West Travelers Trail Burnsville, Minnesota 55337 (Address of Principal Executive Offices) ~~55337~~ (Zip Code)

~~612-~~(952) 890-6850 (Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 5. Other Events. Item 7. Financial Statements and Exhibits. SIGNATURES


	Item 1.01 Entry into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Press Release

Item 5 1.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~During~~On ~~the~~September 9, ~~past~~2004, ~~several months~~Datakey, ~~Nasdaq~~Inc. ~~has~~announced ~~cited~~that ~~several~~it ~~concerns~~has ~~with~~entered ~~the~~into an ~~Company’s~~Agreement ~~ability~~and toPlan ~~meet~~of ~~listing~~Merger ~~maintenance~~dated ~~criteria~~September 9, ~~including~~2004 ~~the~~with ~~minimum bid price~~SafeNet, ~~minimum net equity and shareholder approval requirements~~Inc. ~~In September 2003~~, ~~Nasdaq sent the Company~~ a ~~letter communicating a staff~~ ~~determination~~Delaware ~~to delist the Company. The Company requested an appeal of such determination~~corporation, and onSnowflake ~~October 23,~~Acquisition ~~2003~~Corp., a ~~hearing~~Minnesota ~~was held with the Nasdaq~~corporation ~~Hearings~~and ~~Panel.~~wholly-owned ~~Despite~~subsidiary ~~the~~of ~~Company’s diligent efforts to meet the requirements~~SafeNet, onproviding ~~November 11,~~for ~~2003,~~ the ~~Company~~acquisition ~~decided to withdraw its appeal~~of ~~and~~Datakey ~~accept~~by ~~the pending delisting~~SafeNet. ~~Following~~Pursuant to the ~~Company’s~~Merger ~~withdrawal of its appeal~~Agreement, ~~Nasdaq~~SafeNet ~~took~~will ~~action~~commence ona cash ~~November 12,~~tender ~~2003~~offer to ~~delist~~ the ~~Company’s securities~~Datakey ~~from~~shareholders ~~the Nasdaq Stock Market based on failure~~ to ~~meet~~acquire the ~~requirements~~ ~~previously~~common ~~cited.~~stock of Datakey’s ~~shares are immediately eligible~~ for ~~quotation~~ on$.65 ~~the~~per ~~OTC~~share ~~Bulletin Board~~ and ~~will begin trading on~~ the ~~OTC~~preferred ~~Bulletin Board~~stock asfor of$2.50 ~~the~~per ~~open of business on November 13, 2003~~share. The ~~OTC Bulletin Board~~ ~~symbol~~acquisition ~~assigned~~is expected to ~~Datakey~~close isin ~~“DKEY~~October 2004.”

~~Item 7~~ In addition, Datakey entered into a Secured Loan Agreement dated September 9, 2004 with SafeNet, whereby SafeNet is loaning approximately $2.2 million ~~Financial~~to Datakey ~~Statements~~to pay off the principal and ~~Exhibits~~interest due on outstanding convertible promissory notes of Datakey.

~~(a)~~ Item 9.01 Financial ~~statements:~~Statements ~~None~~and Exhibits.

(b) Pro forma financial information: None.


		(a)		Financial statements: None.

		(b)		Pro forma financial information: None.

		(c)		Exhibits:

				Exhibit 99.1 Press release dated September 9, 2004.

~~(c) Exhibits: None.~~2

SIGNATURES Table of Contents

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

~~Dated:~~ Pursuant ~~November 12~~to the requirements of the Securities Exchange Act of 1934, ~~2003~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~DATAKEY~~Dated: September 10, ~~INC. By /s/ Alan G. Shuler Alan G. Shuler Vice President and Chief Financial Officer~~2004


	DATAKEY, INC.
	By /s/ David A. Feste
	David A. Feste, Vice President and
	Chief Financial Officer

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

DATAKEY, INC.
EXHIBIT INDEX TO FORM 8-K


Date of Report:		Commission File No.:
September 9, 2004		0-11447

DATAKEY, INC.


EXHIBIT NO.		ITEM
99.1		Press Release dated September 9, 2004

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