SecProbe.io

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 6645 185 th Ave NE, Suite 100
 Redmond, WA 98052 Tel: (425)
 881-6444 January 16, 2026
 VIA EDGAR United States
Securities and Exchange Commission Division of Corporation Finance
 100 F Street, N.E. Washington,
D.C. 20549

 Re:
 Request for Acceleration – Data I/O Corporation
 Registration Statement on Form S-3
 Filed January 9, 2026
 (SEC File No. 333-292649)
 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, Data I/O Corporation (the “Company”), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form
 S-3 (File No. 333-292649), and permit said Registration Statement to become effective at 4:00 p.m. (Eastern Time) on January 20, 2026, or as soon thereafter as practicable.
 The Company hereby authorizes Kimberley Anderson, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this
request for acceleration. Please contact Kimberley Anderson of Dorsey & Whitney LLP at (206) 903-8803
with any questions with respect to this request.

 Sincerely,

 Data I/O Corporation

 By:

 /s/ Charles DiBona

 Name:

 Charles DiBona

 Title:

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 14, 2026

Charles DiBona
Chief Financial Officer
Data I/O Corporation
6645 185th Ave N.E., Suite 100
Redmond, WA 98052

 Re: Data I/O Corporation
 Registration Statement on Form S-3
 Filed January 9, 2026
 File No. 333-292649
Dear Charles DiBona:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Kimberley Anderson, Esq.
</TEXT>
</DOCUMENT>

Mail Stop 4628

January 23, 201 8

Via E -mail
Joel S. Hatlen
Vice President,  Chief Operating Officer, Chief Financial Officer ,
Secretary and Treasurer
Data I/O Corporation
6645 185th Avenue Northeast
Suite 100
Redmond, Washington 98052

Re: Data I/O Corporation
10-K for Fiscal Year  Ended December 31, 2016
 Filed March  28, 2017
 File No. 0-10394

Dear  Mr. Hatlen :

We refer you to our comment letter dated  December 21, 2017  regarding business contacts
with North Korea, Sudan, and Syria .  We have completed our review of this subject matter.  We
remind you that the company and its management are responsible for the accuracy and adequacy
of their disclosures, notwithstanding an y review, comments, action or absence of action by the
staff.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc: Amanda Ravitz
  Assistant Director
Division of Corporation Financ e

Robert Quy
Corporate Controller
Data I/O Corporation

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January 10, 2018

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C.  20549

USA

Attention: Cecilia Blye, Chief, Office of Global Security Risk

Re:    Data I/O Corporation

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed March 28, 2017

File No. 000-10394

Dear Sirs and Mesdames:

We received the Staff's letter to Data I/O Corporation (the Company") dated December 21, 2017.  We are responding to the Staff's letter in accordance with our letter of December 22, 2017 that requested an extension of ten additional days until January 12, 2018.  For your convenience, the Company's response is preceded by the text of the comment from the Comment Letter.

Staff Comment:

You state on page 6 of the 10-K that Bosch accounted for approximately 11% of your 2016 net sales. We are aware of publicly available information stating that Bosch companies are serving North Korea, identifying a Bosch dealer in Sudan and indicating that Bosch has a regional headquarters in Dubai offering products and solutions to customers in Syria. North Korea, Sudan and Syria are designated by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and/or export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with North Korea, Sudan and Syria, whether through subsidiaries, affiliates, distributors, partners, resellers, customers, joint ventures or other direct or indirect arrangements. You should describe any services, products, information or technology you have provided to North Korea, Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.

Company Response:

In response to your comment, we searched our corporate information systems records for the period from January 1, 2010 through December 31, 2017.  Based on this review, we determined that during this time, the Company and its subsidiaries sold to Bosch in European countries, China, Malaysia and the U.S.  In addition to the search of our corporate information systems

January 10, 2018

 Page 2

records, we also reviewed our direct and indirect Bosch systems sales from January 1, 2016 to present.  In our system sales, we install, service and support the systems we export so we know the country location for those sales, which have not changed from the original shipping locations.

As a further result of the search outlined above and internal inquiries, the Company can confirm that it has not identified any direct or indirect product shipments, provision of information or technology, provision of services, or payments provided to Syria, Sudan, or North Korea, nor any agreements, arrangements or other contacts with the governments of those countries, including individuals and entities targeted by U.S. sanctions applicable to Syria, Sudan, or North Korea.  The Company does not have any office or other assets, physical presence, operations, employees or agents in Syria, Sudan, or North Korea.  The Company has not made, directly or indirectly, and does not have current plans to have any contacts with the governments of Syria, Sudan, or North Korea, or to the best of its knowledge, with entities controlled by the governments of Syria, Sudan, or North Korea or any entity that is otherwise targeted by U.S. sanctions applicable to Syria, Sudan, or North Korea.

The Company is committed to compliance with U.S. export control and economic sanction laws. The Company has a Code of Ethics that applies to all Company employees wherever they are located or doing business, and which sets forth that all employees must comply with the letter and spirit of the laws which govern their actions and those of the Company and its affiliates. Contractually, we require our sales distributer/representatives to agree to follow U.S. export controls.  As a part of our export compliance program, we place on our sales documents the provision "These commodities are licensed by the U.S. for ultimate destination of (specified location) Diversion contrary to U.S. law prohibited."   As a standard part of export sales we verify that the individual and or entity are not listed and/or in a country that is listed for export control.

If you should have any questions or concerns regarding the anticipated timing of our response, please do not hesitate to contact me at Data I/O Corporation at (425) 881-6444 or our counsel, Kimberley Anderson of Dorsey & Whitney LLP, at (206) 903-8803.

Yours truly,

Data I/O Corporation

/s/ Joel Hatlen

Joel Hatlen

Chief Financial Officer

cc:  Kimberley Anderson of Dorsey & Whitney LLP

      Anthony Ambrose, President and CEO of Data I/O Corporation

Mail Stop 4628

December  21, 2017

Via E -mail
Joel S. Hatlen
Vice President,  Chief Operating Officer, Chief Financial Officer ,
Secretary and Treasurer
Data I/O Corporation
6645 185th Avenue Northeast
Suite 100
Redmond, Washington 98052

Re: Data I/O Corporation
10-K for Fiscal Year  Ended December 31, 2016
 Filed March  28, 2017
 File No. 000-10394

Dear  Mr. Hatlen :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following  comment .  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our  comment , we ask you to provide us with information so we may better
understand your disclosure.

Please respond to  this comment within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not beli eve our
comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to  this comment , we may have  additional comments.

General

1. You state on page 6 of the 10 -K that Bosch accounted for approximat ely 11% of your
2016 net sales. We are aware of publicly available information stating that Bosch
companies are serving North Korea, identifying a Bosch dealer in Sudan and indicating
that Bosch has a regional headquarters in Dubai offering products and so lutions to
customers in Syria.

North Korea, Sudan and Syria are designated by the U.S. Department of State as state
sponsors of terrorism, and are subject to U.S. economic sanctions and/or export controls.
Please describe to us the nature and extent of any past, current, and anticipated contacts
with North Korea, Sudan and Syria, whether through subsidiaries, affiliates, distributors,

Joel S. Hatlen
Data I/O Corporation
December 21 , 2017
Page 2
 partners, resellers, customers, joint ventures or other direct or indirect arrangements.  You
should describe any service s, products, information or technology you have provided to
North Korea, Sudan or Syria, directly or indirectly, and any agreements, commercial
arrangements, or other contacts you have had with the governments of those countries or
entities they control.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Daniel Leslie, Staff Attorney, at (202) 551-3876 or me at (202) 551 -
3470 if you have any questions about  the comment or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc: Amanda Ravitz
  Assistant Director
Division of Corporation Financ e

Robert Quy
Corporate Controller
Data I/O Corporation

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December 22, 2017

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C.  20549

USA

Attention: Cecilia Blye, Chief, Office of Global Security Risk

Re:    Data I/O Corporation

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed March 28, 2017

File No. 000-10394

Dear Sirs and Mesdames:

We received the Staff's letter to Data I/O Corporation (the Company") dated December 21, 2017.  As I discussed with Mr. Leslie, the Company is closed for the holidays from December 22, 2017 to January 2, 2018 and our Chief Executive Officer will be out until January 8, 2018.  As a result, we would like to request an extension of ten additional days until January 12, 2018 to respond to the Staff's letter.

If you should have any questions or concerns regarding the anticipated timing of our response, please do not hesitate to contact our counsel, Kimberley Anderson of Dorsey & Whitney LLP, at (206) 903-8803.

Yours truly,

Data I/O Corporation

/s/ Joel Hatlen

Joel Hatlen

Chief Financial Officer

Mail Stop 6010
       September 25, 2008
   VIA U.S. MAIL

 Mr. Joel S. Hatlen Chief Financial Officer Data I/O Corporation 6464 185
th 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 completed our review of your Form  10-K and related filings and do not, at this
time, have any further 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

Mail Stop 6010
       August 20, 2008
   VIA U.S. MAIL AND FAX (425) 869-7423

 Mr. Joel S. Hatlen Chief Financial Officer Data I/O Corporation 6464 185
th 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 response dated August 14, 2008 and have the following
comment.  We have limited our review of your filing to the disclosures pertaining to the
evaluation of your internal contro l over financial reporting.  Speci fically, we have reviewed your
filing to determine if you c onducted the evaluation of your in ternal 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 eff ectiveness of your internal cont rol over financial reporting, as
required by Item 308T(a) of Regulation S-B.  Wh ere indicated, we think you should revise 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.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
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 the end of th is letter.

Mr. Joel S. Hatlen
Data I/O Corporation August 20, 2008 Page 2

Amendment to Form 10-K filed August 15, 2008

Item 9A. Controls and Procedures, page 4

1. We note that in your amended 10-K your management has again concluded that
disclosure controls and procedur es were effective as of the e nd of the fiscal year.  In our
letter dated July 17, 2008, we asked you to consider whether management's failure to provide its report on internal control over financial reporting impacts its conclusion
regarding the effectivene ss of your disclosure controls and procedures as of the end of the
fiscal year.  Please te ll us the factors you considered a nd highlight for us those factors
that supported your conclusion.  In partic ular, please explain how you considered the
definition of disclosure controls and pro cedures provided in Rule 13a-15(e), which
indicates that effective contro ls and procedures would ensure  that information required to
be disclosed by the issuer is r ecorded, processed, summarized and reported
 within the
time periods specified in the Commission’s rule s and forms.  In addition, as discussed in
Compliance and Disclosure Interp retation 115.02, which you can find at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm , failure to file
management's report on Internal Control ove r Financial Reporting rendered your annual
report materially deficient and also rendere d the company not timel y or current in its
Exchange Act Reporting.  In light of these facts, please explain how you could conclude
that disclosure controls and procedures were effective.  Alternatively, please further
amend the 10-K to disclose management's revi sed conclusion on the effectiveness of your
disclosure controls and procedur es, i.e., that DC&P were not e ffective as of the end of the
fiscal year.

 As appropriate, please amend your filing and respond to this comment within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendments to expedite  our review.  Please furnish a cover letter with
your amendment that keys your responses to  our comments and pr ovides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendments responses to our comments.
 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

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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.

----------

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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010

 February 19, 2008

  Mr. Joel S. Hatlen Chief Financial Officer 6464 185
th Ave NE, Suite 101
Redmond, Washington, 98052
 RE: Data I/O Corporation
  Form 10-K for the fiscal year ended December 31, 2006
  Filed April 2, 2007   File No. 000-10394

Dear Mr. Hatlen:   We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.            S i n c e r e l y ,            B r i a n  C a s c i o         A c c o u n t i n g  B r a n c h  C h i e f

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

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 6010
December 18, 2007

VIA U.S. MAIL and FACSIMILE

 Mr. Joel S. Hatlen Chief Financial Officer
6464 185
th Ave NE, Suite 101
Redmond, Washington, 98052

 RE: Data I/O Corporation
  Form 10-K for the fiscal year ended December 31, 2006
  Filed April, 2, 2007   Form 10-Q for the quarterly period ended September 30, 2007
  File No. 000-10394

Dear Mr. Hatlen:
 We have reviewed your response dated November 8, 2007 and related filings and
have the following comments.  Where in dicated, we think you should revise your
document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in 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 free to call us at the telephone numbers listed at the end of this letter.

Mr. Joel S. Hatlen
Data I/O Corporation
December 18, 2007
Page 2

Form 10-K for the year ended December 31, 2006

Consolidated Statement of Cash Flows, page 29

1. We note your response to prior comment 2 in our letter dated September 11, 2007.   In future filings, please provide additional disclosure of your acc ounting for sales of
equipment that had previously been used internally, similar to your response.

Note 15.  Share-Based Compensation, page 40

2. We reference your response to prior co mment 7 in our letter dated September 11,
2007.   We see that beginning in the four th quarter of 2005 you excluded periods of
historical data in calculating volatility due  to decreasing revenue related to the dot
com and telecom industry collapse fro m 2000 to 2002.  SAB 107 and SFAS 123(R)
explain that certain instances where it ma y be appropriate to adjust historical
volatility are those such as a discrete one-time event that it  is specific to the reporting
company, under management’s control and not expected to recur during the expected
term of the options being granted.  Secti on D.1, question 2 of SAB 107 indicates that
such exclusions would be rare.  It does not  appear that events affecting the broader
market should be excluded from your analysis  of historical volatility.  Please further
explain why you believe that your calculation of  historical volatili ty is in compliance
with SAB 107 and SFAS 123(R).

Form 10-Q for the quarterly period ended September 30, 2007

Item 4.  Controls and Procedures

(a)  Evaluation of disclosure  controls and procedures.

3. We note your statement that disclosure cont rols are controls an d procedures designed
to reasonably assure that information requi red to be disclosed in our reports filed
under the Exchange Act is recorded, proce ssed, summarized, and reported within the
time periods specified in the SEC’s rules a nd forms and that disclosure controls are
also designed to reasonably assure that such information is accumulated and  communicated to our management, including the CEO and CFO, as appropriate to
allow timely decisions regarding disclosure.  Please revise future filings to state that your principal executive officer and principa l financial officer concluded that your
disclosure controls and procedures are effective at the reasonable assurance level .
Please refer to Section II.F.4 of Manageme nt’s Reports on Internal Control Over
Financial Reporting and Certif ication of Disclosure in Exchange Act Periodic
Reports, SEC Release No. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm>.

Mr. Joel S. Hatlen
Data I/O Corporation December 18, 2007
Page 3
 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing your responses to our comments.
  You may contact Jong Hwang at (202) 551- 3327 or Kristin Lochhead at (202)
551-3664 if you have questions.  In this regar d, please do not hesitate to contact me at
(202) 551-3676 with any other questions.
 Sincerely,

Brian Cascio Accounting Branch Chief

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        February 1,
        2008

        Brian Cascio

        Division of Corporate Finance

        Securities and Exchange Commission

        450 Fifth Street, N.W.

        Washington, D.C. 20549-0360

                        Re:

                        Responses to the Securities and Exchange
                        Commission

        Staff Comments dated December 18, 2007, regarding Data I/O
        Corporation

        Form 10-K for the year ended December 31, 2006, Filed April 2,
        2007

        Forms 10-Q for the period ended June 30, 2007 File No. 000-10394

        Dear Mr.
        Cascio:

        This
        letter responds to the staff’s comments set forth in the letter of December 18, 2007
        regarding the above-referenced reports. For your convenience, we have included the
        staff’s comments below and have numbered our responses accordingly.

        In some
        of the responses, Data I/O has agreed to change or supplement the disclosures in its future
        filings for periods ending after December 31, 2007. It is doing so in the spirit of
        cooperation with the staff of the Securities and Exchange Commission, and not because Data
        I/O believes its prior filing is materially deficient or inaccurate. Data I/O has also
        indicated in some responses that it believes no change in disclosure is appropriate, and
        has explained why.

        We have
        discussed the staff’s comments with Data I/O, and Data I/O has requested that we
        convey its responses to you as follows:

        Form
        10-K for the year ended December 31, 2006

        Consolidated Statement of Cash Flows, page 29

        Staff
        Comment No. 1.

        We note your response to prior comment 2 in our letter dated September 11,
        2007. In future filings, please provide additional disclosure of your accounting for sales
        of equipment that had previously been used internally, similar to your response.

        The
        Company’s Response:

                        Future filings will include
                        this disclosure.

        Note
        15. Share-Based Compensation, page 40

        Staff
        Comment No. 2.

        We reference your response to prior comment 7 in our letter dated September
        11, 2007. We see that beginning in the fourth quarter of 2005 you excluded periods of
        historical data in calculating volatility due to decreasing revenue related to the dot com
        and telecom industry collapse from 2000 to 2002. SAB 107 and SFAS 123(R) explain that
        certain instances where it may be appropriate to adjust historical volatility are those
        such

        Brian
        Cascio, Division of Finance, S.E.C.

        February 1,
        2008

        Page
        2

        as a discreet one-time event that it is specific to the reporting company,
        under management’s control and not expected to recur during the expected term of the
        options being granted. Section D.1, question 2 of SAB 107 indicates that such exclusions
        would be rare. It does not appear that events affecting the broader market should be
        excluded from your analysis of historical volatility. Please further explain why you
        believe that your calculation of historical volatility is in compliance with SAB 107 and
        SFAS123(R).

        The
        Company’s Response:

        We believe that our estimate of the volatility factor calculated by
        excluding a period represented the best estimate of our future volatility. The period was
        not excluded due to the dot com and telecom industry collapse (although those events set
        the stage for management’s actions). The period was primarily excluded due to
        extraordinary measures taken to change the company which radically altered the
        company’s target market focus, operations and business focus. These actions were
        specific to our company and under the control of management. These actions to radically
        restructure the company, change the market focus of our business, change the geographic
        focus of our business, and change the product direction of our business (especially
        accompanied by a disproportionately large investment in R&D) all occurred at this same
        time, and were clearly a corporate survival event. This transformation changes event was
        not of the combined type, scope, quantity and magnitude that would be expected to be
        repeated during an option term. We believed this event and its volatility impact to be
        rare, and the transition volatility while transforming from the “old” to the
        “new” Data I/O was not representative of future expected volatility, which
        caused us to conclude that the period should be excluded.

        The review of SAB 107 and SFAS 123(R)’s application to our evaluation
        of the volatility factor started with looking at the historic volatility and then we
        considered how it may differ in the future. SFAS 123(R) and Staff guidance called for using
        good faith efforts to identify and use sufficient information in determining whether taking
        historical volatility, implied volatility or a combination of both into account will result
        in the best estimate of expected volatility. When circumstances indicate the availability
        of new or different information that would be useful in estimating expected volatility, a
        company should incorporate that information. We evaluated the unusual changes in and
        influences on our volatility factor as well as comparing it with other companies and
        discovered that our factor appeared to be out of line with other companies, causing our
        further analysis of the volatility data.

        We discovered that the period relating to our transformation had a
        volatility that was not representative of our business before or after the change period as
        well as in comparison to other industry companies. We evaluated it to be a discreet
        one-time type of transformation event that was not expected to recur during the term of
        options and it was specifically done under management’s control and specific to our
        company as we believed was set forth in D.1 question 2 of SAB107. Preparing calculations of
        volatility excluding the periods in question resulted in our calculations showing a
        historic .65 volatility factor. We looked back and analyzed additional years equal to and
        before the excluded period which had a calculated .6 volatility factor. Leaving the
        transformation period in and just extending the period resulted in a .89 volatility factor.
        We examined

        Brian
        Cascio, Division of Finance, S.E.C.

        February 1,
        2008

        Page
        3

        volatility disclosures of other companies and determined that an adjusted
        historic .65 factor was at the high end of the range of factors disclosed, which given our
        size, industry niche, life stage, and financial leverage seemed to be confirmed as
        appropriate and our best estimate of the future volatility factor. The difference between
        the use of a .65 and a .89 volatility factor for 2006 was calculated to have an effect of
        approximately $12,000 on expense.

        Form
        10-Q for the period ended September 30, 2007

        Item 4.
        Controls and Procedures

        (a)
        Evaluation of disclosure controls and procedures.

        Staff
        Comment No. 3.

        We note your statement that disclosure controls are controls and procedures
        designed to reasonably assure that information required to be disclosed in our reports
        filed under the Exchange Act is recorded, processed, summarized, and reported within the
        time periods specified in the SEC’s rules and forms and that disclosure controls are
        also designed to reasonably assure that such information is accumulated and communicated to
        our management, including the CEO and CFO, as appropriate to allow timely decisions
        regarding disclosure. Please revise future filings to state that your principal executive
        officer and principal financial officer concluded that your disclosure controls and
        procedures are effective at the reasonable level of assurance
        level. Please refer to Section II.F.4 of Management’s
        Reports on Internal Control Over Financial Reporting and Certification of Disclosure in
        Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our website at
        http://www.sec.gov/rules/final/33-8238.htm
        .

        The
        Company’s response:

                        Future filings will include
                        this disclosure.

        We
        acknowledge that:

                        •

                        the company is responsible for the adequacy and accuracy of
                        the disclosure in the filing;

                        •

                        staff comments or changes to disclosures in response 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.

        Thank you
        for your review of our response letter. If you should have any questions regarding our
        response letter, please do not hesitate to contact me at (206) 903-8803 or Joel Hatlen
        (chief financial officer) at 425 881-6444 ext. 6816.

        Brian
        Cascio, Division of Finance, S.E.C.

        February 1,
        2008

        Page
        4

        Sincerely,

        /s/ Kimberley R. Anderson

        Kimberley R. Anderson

                        cc:

                        Joel Hatlen, Data I/O Corporation

        Scott Davison, Grant Thornton LLP

CORRESP
1
filename1.htm

November 8, 2007

            Brian Cascio

Division of Corporate Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549-0360

            Re:

            Responses to the Securities and Exchange Commission

Staff Comments dated September 11, 2007, regarding Data I/O Corporation

Form 10-K for the year ended December 31, 2006, Filed April 2, 2007

Forms 10-Q for the period ended June 30, 2007 File No. 000-10394

Dear Mr. Cascio:

This letter responds to the staff’s comments set forth in the letter of September 11, 2007 regarding the above-referenced reports.  For your convenience, we have included the staff’s comments below and have numbered our responses accordingly.

In some of the responses, Data I/O has agreed to change or supplement the disclosures in its future filings for periods ending after September 30, 2007.  It is doing so in the spirit of cooperation with the staff of the Securities and Exchange Commission, and not because Data I/O believes its prior filing is materially deficient or inaccurate.  Data I/O has also indicated in some responses that it believes no change in disclosure is appropriate, and has explained why.

We have discussed the staff’s comments with Data I/O, and Data I/O has requested that we convey its responses to you as follows:

Form 10-K for the year ended December 31, 2006

Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations, page 17

Aggregate Contractual obligations and Commitments, Page 24

Staff Comment No. 1.

Please revise future filings to include capital lease obligations in the contractual obligations table as of December 31, 2006 or tell us why you are not required to do so.  Refer to Item 303 of Regulations S-K.

The Company’s Response:

The exclusion of the capital lease obligations was an unintentional error in our preparation of the contractual obligation table. As you may have noted, the relevant information was included in our debt disclosures. The capital lease obligations will be included in the contractual obligations table in future filings.

Brian Cascio, Division of Finance, S.E.C.

November 8, 2007

Page 2

Consolidated Statement of Cash Flows, page 29

Staff Comment No. 2.

We see that during each year presented equipment was transferred to cost of goods sold.  Please tell us the nature of the equipment and the circumstances that resulted in the transfer to cost of goods sold. Please also explain your accounting for the transfer.

The Company’s Response:

The equipment transferred was our standard products that had been placed in use and depreciated by the company in one of the following areas: service loaners, rental or test units; engineering test units; or sales demonstration equipment.  The product units were taken out of service from their internal use, made available for sale, and sold by our regular sales channels as used equipment inventory.  These product units often involve refurbishing, provision of an equipment warranty, and were conducted as sales in our normal and ordinary course of business. The transfer amount is the product unit’s net book value and the sale transaction is accounted for as revenue and cost of goods sold.

Note 1.  Summary of Significant Accounting Policies, page 31

Revenue Recognition, page 33

Staff Comment No. 3.

We see that your revenue recognition policies were changed in the third quarter of 2005 such that you began recognizing revenue for certain products at the time of shipment.  You disclose that you changed the accounting after determining that the equipment had reached a point of maturity and stability such that product acceptance could be assured by testing at the factory prior to shipment and that the installation could be considered a separate element.  Please tell us the evidence that you considered in determining that product acceptance could be assured by testing at the factory.  Tell us how you demonstrated that performance of the equipment, once installed and operated at the customer’s facility, would not be different from that tested prior to shipment.  We reference SAB Topic 13 (A)(3)(b).

The Company’s Response:

The Company’s revenue recognition policy was changed for our sales of automated programming systems. Our sales are typically sold ExWorks from our factory and have no customer acceptance provision.  These systems are standard products with published product specifications and are configurable with standard options. Our PS family of automated programming systems are stand alone pieces of equipment and not attached or integrated with the customer’s other factory equipment. Our ProLINE RoadRunner family of automated systems connects to an assembly line like a parts feeder using the standard feeder connections on the SMT assembly line.  Our situation is similar to the revenue recognition referenced in SAB Topic 13 (A)(3)(b) Question #1 Interpretive Response (b) with our 30 day return for any reason policy and (c) with our warranty provisions for our product
specifications.

Brian Cascio, Division of Finance, S.E.C.

November 8, 2007

Page 3

During the third quarter of 2005, management evaluated our automated product lines, and as discussed in our forms 10-Q and 10-K, determined that our products had reached a point of maturity and stability such that product acceptance could be assured by testing at the factory prior to shipment and that the installation could be considered a separate element. The evidence this evaluation was based upon included having established standardized factory production of the units, results from batteries of tests of product performance to our published specifications, quality inspections and installation standardization, as well as past product operation validation with customers and the history provided by our installed base of products the current versions were based upon.

Our factory testing is done in factory conditions typical of our customers.  We have extensive experience with the operation of many versions of these products (since 1999 for the PS family and 2000 for the ProLINE RoadRunner family,) which validates the performance of the equipment once installed at the customer’s site was not different from the factory tested performance. We have in place test procedures to verify that the machines perform according to our published specifications and tests the customer’s specific configuration and sample devices in the factory.  Finally, our experience has been that product returns of our automated systems are rare.

Staff Comment No. 4.

As a related matter, we see that you consider the product and installation as separate units of accounting under EITF 00-21.  In your response and in future filings, please clarify how objective and reliable standalone (not including installation) fair value of the product is derived considering that products such as the ProLine RR are unique in the marketplace.

The Company’s Response:

The Company measures the standalone fair value of the product versus the service installation value component by the amount it pays to independent representative service groups or the amount of additional discount given to independent distributors to provide the service installation (published price).  Future filings will include this disclosure.

Staff Comment No. 5.

We reference your disclosure that reserves for sales returns are established based on historical return data and estimates for new items.  In your response and in future filings, please disclose the terms of your sales return policy.  Please address how your accounting complies with SFAS 48, including how you can make a reasonable estimate of the amount of future returns for new items.  In addition, please tell us and disclose any changes in estimate that resulted in a decrease to sales return allowances from 2004 to 2006 while sales were increasing during the same period.

The Company’s Response:

The  Company  has a stated  return  policy that  customers  can return  standard
products for any reason within 30 days after delivery provided that the returned
product  is  received  in  its  original  condition,   including  all  packaging
materials, for a refund of the price paid less a restocking charge of 30% of the
total amount invoiced for the product returned, unless such restocking charge is
waived in writing by Data I/O.

Brian Cascio, Division of Finance, S.E.C.

November 8, 2007

Page 4

In practice typical of our industry, the Company at its discretion, accepts additional returns and waives restocking fees when customer situations merit this accommodation.  For our major automation products returns are rare.

In accordance with SFAS 48 provisions for revenue recognition, the price is fixed or determinable at the date of the sale.  The buyer has paid or is obligated to pay and the obligation is not contingent on resale of the product. The buyer’s obligation would not be changed in the even of theft, physical destruction or damage to the product. The buyer acquiring the product for resale has economic substance apart from the Company. The Company does not have significant obligations for future performance to directly bring about the resale of the product by the buyer.  The estimates are able to be reasonably made under SFAS 5 for future returns of new items, as our products typically build upon each other with shared core technologies, use off-the-shelf subsystems, and share similar applications with a wide variety of customers.  For all automated systems, testing of
the customer’s specific configuration and sample devices in the factory is performed.  For non-automated systems, standard tests in our factory are performed, as well as a test with any customer’s new device support adapter.

The change in the sales allowance for returns from 2004 to 2006 relate to the history and experience of decreasing actual returns, despite increased sales, which is attributed to the business shifting to more automated products for which returns are rare, as well as quality initiatives that raised our initial delivery quality and our products maturing and gaining acceptance and a larger installed base in the market.

New Accounting Pronouncements, page 35

Staff Comment No. 6.

We see that you adopted SAB 108 during 2006 and recorded the correction of an error related to the accrual of audit fees as a cumulative effect adjustment at January 1, 2006.  In future filings, please disclose when and how the error being corrected arose.  Refer to Question 3 of SAB 108.

The Company’s Response:

Future filings will include this disclosure.  The error existed prior to 2000 (as far back as we have records on site) and arose as the Company’s practice had been to consistently accrue the audit fees based on the year audited versus when the services were performed.

Brian Cascio, Division of Finance, S.E.C.

November 8, 2007

Page 5

Note 15.  Share-Based Compensation, page 40

Staff Comment No. 7.

We see that volatility used in calculating the fair value of share-based awards significantly decreased from 1.03 in 2004 to .65 in 2006.  Please tell us and revise future filings to disclose the change in estimates that resulted in this variation.  Additionally, we see that volatility is based on historical volatility of the company’s stock and includes consideration of implied volatility for comparable entities within your industry.  Please tell us how your calculation of volatility complies with SAB Topic 14D(1).

The Company’s Response:

During the first three quarters of 2005 and prior,  the Company used  historical
volatility  over the  contractual  term of the option (six years) as the measure
for estimating expected volatility.  As such, the historical volatility included
price  observations  during 1998 to 2005 of which  included  an  extraordinarily
volatile  period in stock price.  Data  I/O’s  stock price  fluctuated from
$6.44  in  March  2000  to $ .54  in  July  2002.  The  Company  considers  this
fluctuation as atypical and not likely or rare to occur in future periods.  This
fluctuation  resulted in  variations  of the option life and changes in exercise
behavior of the employees.  Certain  options became  “underwater”  and
remained  underwater until 2005.  Employees also exercised options more often as
the options vested.  During 2001 and 2002, the Company also experienced  several
considerable  company-wide  employee  layoffs  and  massive  restructuring  also
affecting the stock option exercise  behavior of the employees.  Data I/O’s
largest  customer base (about 40%) was the telecom industry and with the dot com
and telecom industry collapse, Data I/O’s revenues dropped from $43 million
in 2000 to $23 million in 2002.  At the same time the  manufacturing  in the USA
and Western  Europe  significantly  shifted to low labor cost regions like China
and Eastern  Europe which  resulted in the company  shifting  resources to those
growing  manufacturing  geographies.  Finally,  we  shifted  our  focus  to  the
manufacturing  solutions,  especially  for  the  wireless  market,  and  saw our
traditional  engineering programmer market dramatically shrink due to technology
and  competition.  The  volatility of the company and also our stock during this
period was extreme and not in our belief  reasonable  to use in  projecting  our
future stock volatility.

Therefore,  in  accordance  with SAB  Topic  14D(1),  exclusion  of  periods  of
historical  data was considered by the Company and was adopted during the fourth
quarter of 2005. The Company  considers the 2002 time period due to the decrease
in stock price and company  massive  restructuring  as needing to be disregarded
when  estimating  expected  volatility and that these events are not expected to
occur  during  the  expected  term  of  the  options.  By  excluding  the  price
observations  in 2002 and by reducing the expected option life to better support
employee  behavior,  the  volatility  measure  decreased  to .65 for the  fourth
quarter of 2005  (average  was .79 for 2005) and .65 in 2006.  Additionally,  to
validate the new calculated factor, the Company reviewed the volatility measures
of other companies within our industry.  Our factor was observed to be generally
consistent with those at the high end of the industry groups range of volatility
factors.  In  retrospect,  we have continued to calculate the volatility for the
period of the  disregarded  2002 time frame and find that our volatility  factor
has reasonably  approximated the estimated  revision used at the end of 2005 and
for 2006. Future filings will include expanded disclosure.

Brian Cascio, Division of Finance, S.E.C.

November 8, 2007

Page 6

Form 10-Q for the period ended June 30, 2007

Condensed Consolidated Financial Statements

Staff Comment No. 8.

Please revise future filings to include a reconciliation of the beginning and ending business restructuring liability balances showing separately the changes during the period attributable to costs incurred and charged to expense, costs paid or otherwise settled, and any adjustments to the liability with an explanation of the reason(s) therefore, as required by paragraph 20 of SFAS 146.

The Company’s response:

            Future filings will include this disclosure.

The Company acknowledges that:

            •

            the company is responsible for the adequacy and accuracy of the disclosure in the filing;

            •

            staff comments or changes to disclosures in response 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.

Thank you for your review of our response letter. If you should have any questions regarding o

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010

September 11, 2007

VIA U.S. MAIL and FACSIMILE

Mr. Joel S. Hatlen
Chief Financial Officer
6464 185th Ave NE, Suite 101
Redmond, Washington, 98052

 RE: Data I/O Corporation
  Form 10-K for the fiscal year ended December 31, 2006
  Filed April, 2, 2007
  Form 10-Q for the quarterl y period ended June 30, 2007
  File No. 000-10394

Dear Mr. Hatlen:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in 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 free to call us at the telephone numbers listed at the end of this letter.

Mr. Joel S. Hatlen
Data I/O Corporation September 11, 2007
Page 2

Form 10-K for the fiscal year ended December 31, 2006

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 17

Aggregate Contractual Obligations and Commitments, page 24

1. Please revise future filings to include cap ital lease obligations in the contractual
obligations table as of December 31, 2006 or tell us why you are not required to
do so.  Refer to Item 303 of Regulation S-K.

Consolidated Statements of Cash Flows, page 29

2. We see that during each year presented equipment was transferred to cost of
goods sold.  Please tell us the nature of the equipment and the circumstances that
resulted in the transfer to cost of goods  sold.  Please also explain your accounting
for the transfer.

Note 1.  Summary of Significant Accounting Policy, page 31

Revenue Recognition, page 33

3. We see that your revenue recognition policie s were changed in the third quarter of
2005 such that you began recognizing revenue for certain products at the time of
shipment.  You disclose that you change d the accounting after determining that
the equipment had reached a point of matu rity and stability such that product
acceptance could be assured by testing at the factory prior to shipment and that the installation could be considered a se parate element.   Please tell us the
evidence that you considered in determin ing that product acceptance could be
assured by testing at the f actory.  Tell us how you demonstrated that performance
of the equipment, once installed and operate d at the customer's facility, would not
be different from that tested prior to shipment. We reference SAB Topic
13(A)(3)(b).

4. As a related matter, we see that you c onsider the product and installation as
separate units of accounting under EITF 00-21.  In your response and in future filings, please clarify how objective and reliable sta ndalone (not including
installation) fair value of the product is derived consider ing that products such as
the ProLine RR are unique in the marketplace.

5. We reference your disclosure that reserves  for sales returns are established based
on historical return data and estimates for new items.  In your response and in
future filings, please disclose the terms of  your sales return policy.  Please address

Mr. Joel S. Hatlen
Data I/O Corporation
September 11, 2007
Page 3
how your accounting complies with SFAS 48, including how you can make a reasonable estimate of the amount of futu re returns for new items.  In addition,
please tell us and disclose any changes in estimates that resulted in a decrease to
sales return allowances from 2004 to 2006 while sales were increasing during the
same period.

New Accounting Pronouncements, page 35

6. We see that you adopted SAB 108 during 2006 and recorded the correction of an
error related to the accrual of audit fees  as a cumulative effect adjustment at
January 1, 2006.  In future filings, please disclose when and how the error being corrected arose.  Refer to Question 3 of SAB 108.

Note 12.  Share-Based Compensation, page 40

7. We see that volatility used in calculating the fair value of share-based awards significantly decreased from 1.03 in 2004 to .65 in 2006.  Please tell us and revise
future filings to disclose the change in es timates that resulted in this variation.
Additionally, we see that volatility is based on historical volatility of the
company’s stock and includes considerati on of implied volatility for comparable
entities within your industr y.  Please tell us how your  calculation of volatility
complies with SAB Topic 14D(1).

Form 10-Q for the quarterly period ended June 30, 2007

Condensed Consolidated Financial Statements

Note 5 – Business Restructuring, page 7

8. Please revise future filings to include a reconciliation of the beginning and ending business restructuring liability balances  showing separately the changes during
the period attributable to costs incurred and charged to expense, costs paid or
otherwise settled, and any adju stments to the liability with an explanation of the
reason(s) therefore, as require d by paragraph 20 of SFAS 146.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under

Mr. Joel S. Hatlen
Data I/O Corporation
September 11, 2007
Page 4
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

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

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Jong Hwang at (202) 551- 3327 or Kristin Lochhead at (202)
551-3664 if you have questions.  In this regar d, please do not hesitate to contact me at
(202) 551-3676 with any other questions.

Sincerely,

Brian Cascio
Accounting Branch Chief