SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010

       July 17, 2008

VIA U.S. MAIL AND FAX (425) 869-7423

Mr. Joel S. Hatlen
Chief Financial Officer
Data I/O Corporation
6464 185th Avenue Northeast
Suite 101
Redmond, Washington 98052

 Re: Data I/O Corporation
  Form 10-K for the year ended December 31, 2007
File No. 000-10394

Dear Mr. Hatlen:

We have reviewed your filing and have the following comments.  We have limited our
review of your filing to the disclo sures pertaining to the evaluation of your internal control over
financial reporting.  Specificall y, we have reviewed your filing to determine if you conducted the
evaluation of your internal control over financial reporting, as required by Exchange Act Rules
13a-15 and 15d-15, and provided an assessment and a conclusion as to the effectiveness of your
internal control over financial reporting, as required by Item 308T(a ) of Regulations S-K.  Where
indicated, we think you should revi se your document in response to these comments, however, if
you disagree, we would be pleased to consider your explanation as to  why a revision is not
necessary.  Please be as detailed as necessary in your explanation.

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Mr. Joel Hatlen
Data I/O Corporation
July 17, 2008 Page 2
It does not appear that your management has performed its assessment of internal control
over financial reporting as of December 31, 2007 .  Since you were required to file or filed an
annual report for the prior fiscal year, it appears you are required to report on your
management’s assessment of intern al control over financial reporting.

  If your management has not yet performed its  assessment, we ask that you complete your
evaluation and amend your filing within 30 calendar days to provi de the required management's
report on internal control ove r financial reporting.

 In performing your evaluation, you may find the following documents helpful:

ƒ the Commission’s release Amendments to Rules Regarding Management’s Report on
Internal Control Over Financial Reporting  (Securities Act Release 8809/Financial
Reporting Release 76).  You can find this release at:
http://www.sec.gov/rules/final/2007/33-8809.pdf ;

ƒ the Commission’s release Commission Guidance Regarding  Management’s Report on
Internal Control Over Financial Reporti ng Under Section 13(a ) or 15(d) of the
Securities Exchange Act of 1934 (Securities Act Releas e 8010/Financial Reporting
Release 77).  You can find this release at
http://sec.gov/rules/interp/2007/33-8810.pdf ; and

ƒ the “Sarbanes-Oxley Section 404 – A Guid e for Small Business” brochure at:
(http://www.sec.gov/info/smallbus/404guide.shtml ).

In addition, please consider whether manageme nt’s failure to perform or complete its
report on internal control over financial repo rting impacts its conclusions regarding the
effectiveness of your disclosu re controls and procedures as of the end of the fiscal year  covered
by the report and revise your disclosure as appropriate.

Finally, we note that you file d your Principal Executive Offi cer and Principal Financial
Officer certifications under Item 601(b)(31) of Regulation S-K.  While we  see that you included
the language of paragraph 4(b), please revise these certifications to include the introductory
language of paragraph 4 of Item 601(b)(31) of Regulation S-K.

  Please note that the failure to perform management’s assessment adversely affects the
company’s and its shareholders abil ity to avail themselves of rule s and forms that are predicated
on the current or timely filing of Exchange Act reports.  For further information regarding these
impacts, please see Compliance and Disclo sure Interpretation 115.02, which you can find at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm .

  Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in

Mr. Joel Hatlen
Data I/O Corporation
July 17, 2008 Page 3
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at th e end of this  letter.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

 In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

You may contact Julie Sherma n, Staff Accountant, at (202)  551-3640 or me at (202) 551-
3554 if you have questions regarding these comments.

       S i n c e r e l y ,

        A n g e l a  C r a n e
        A c c o u n t i n g  B r a n c h  C h i e f