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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  BENOIT GERALD JAMES JR
 2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2021		 3. Issuer Name and Ticker or Trading Symbol
INFORMATION ANALYSIS INC [IAIC]
(Last)
(First)
(Middle)
C/O INFORMATION ANALYSIS INCORPORATED, 12015 LEE JACKSON MEMORIAL HWY STE 210		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

FAIRFAX, VA 22033		 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 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 750,000 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right-to-buy) 08/26/2021 08/31/2026 Common Stock 750,000 $ 3 D  
Options (right-to-buy) 08/26/2024 08/26/2026 Common Stock 30,000 (2) $ 2.8 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BENOIT GERALD JAMES JR
C/O INFORMATION ANALYSIS INCORPORATED
12015 LEE JACKSON MEMORIAL HWY STE 210
FAIRFAX, VA 22033		   X     CEO  

Signatures

/s/ MATTHEW T SANDS 08/30/2021
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Commensurate with appointment as Chairman and CEO, Mr. Benoit purchased 750,000 units in a private placement at $2.00 per unit. One unit equals 1 share common stock and a warrant to purchase 1 additional share common stock at $3.00 per share, expiring August 31, 2026.
(2) Three-year vesting schedule for options began 08/26/2021 and will end on 08/26/2024.

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