FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Goldfarb Adrian Graham
   2. Issuer Name and Ticker or Trading Symbol
DUOS TECHNOLOGIES GROUP, INC. [DUOT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO
(Last)
(First)
(Middle)
6622 SOUTHPOINT DRIVE S		 3. Date of Earliest Transaction (Month/Day/Year)
02/22/2019
(Street)

JACKSONVILLE, FL 32216		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 02/22/2019   P   26,407 A (1) 64,949 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to purchase Common Stock $ 0.65 02/22/2019   P   179,179   02/25/2019 11/13/2023 Common Stock 179,179 (1) (2) 179,179 (2) D  
Warrants to purchase Common Stock $ 9.45 02/22/2019   P   14,320   02/25/2019 10/31/2020 Common Stock 14,320 (1) (2) 14,320 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Goldfarb Adrian Graham
6622 SOUTHPOINT DRIVE S
JACKSONVILLE, FL 32216		   X     CFO  

Signatures

 /s/ Adrian G. Goldfarb   02/25/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) On February 22, 2019, Mr. Goldfarb purchased in a private transaction from a shareholder of the Company, 26,407 shares of common stock, a warrant to purchase 179,179 shares of common stock with an exercise price of $0.65 per share and a warrant to purchase 14,320 shares of common stock with an exercise price of $9.45 per share in exchange for a promissory note in the principal amount of $275,000. This is equivalent to approximately $1.25 per share of common stock or common stock equivalent.
(2) Excludes 34,020 warrants to purchase common stock as previously reported by Mr. Goldfarb on December 5, 2017 and 265,000 options issued to Mr. Goldfarb on March 8, 2018.

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