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As filed with the Securities and Exchange Commission on July 31, 2003
Registration No. 333-


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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              DATA I/O CORPORATION
             (Exact name of registrant as specified in its charter)

  Washington                                           91-0864123
  ----------                                           ----------
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

                            10525 Willows Road N.E.
                            Redmond, Washington 98052
                     Address of Principal Executive Offices

DATA I/O CORPORATION 1982 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED
                            (Full title of the plan)

                                     Joel S. Hatlen
                                10525 Willows Road N.E.
                            Redmond, Washington 98052
                     (Name and address of agent for service)

                                     (425) 881-6444
             (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

 =================================================================================================================================
                                                                 Proposed Maximum        Proposed Maximum
      Title of Each Class of               Amount to            Offering Price Per      Aggregate Offering         Amount of
    Securities to be Registered          be Registered               Share(1)                  Price          Registration Fee(1)
 ---------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                          <C>                    <C>                    <C>
 Common Stock Without Par Value          300,000 shares               $3.325                 $997,500               $80.70
 =================================================================================================================================
</TABLE>

(1) The proposed  maximum offering price per share and the registration fee were
calculated  in  accordance  with rule 457(c) and (h) based on the average of the
high and low  prices  for shares of the  registrant's  common  stock on July 28,
2003, as quoted by Nasdaq SmallCap Market, which was $3.325 per share.

Pursuant to Rule 429, the documents  constituting  a prospectus  with respect to
this Registration  Statement constitute a combined prospectus which also relates
to the Company's  Form S-8 shares  issuable  under  certain  other plans,  which
shares were previously registered under Registration  Statements Nos. 333-20657,
33-26472, 33-42010, 33-66824, 33-95608 and 333-81986.

                        Page 1 of 5 pages. Exhibit Index
                               begins at page 5

<PAGE>


                      REGISTRATION OF ADDITIONAL SECURITIES

Pursuant to General  Instruction E, this  Registration  Statement on Form S-8 is
filed by Data I/O Corporation (the "Company") to register additional  securities
under the Data I/O Corporation 1982 Employee Stock Purchase Plan, as amended and
restated (the "Plan"),  covered by the Company's Registration Statements on Form
S-8 (Nos. 333-20657,  33-26472, 33-42010, 33-66824, 33-95608 and 333-81986). The
additional  securities  are to be issued  pursuant to an  amendment  to the Plan
approved  by the  Company's  Board of  Directors  on February 6, 2003 and by the
Company's  shareholders on May 20, 2003.  Registration Statement Nos. 333-20657,
33-26472,  33-42010, 33-66824, 33-95608 and 333-81986 are incorporated herein by
reference.

Item 8.  Exhibits.

Exhibit Number   Exhibit
4.1              Data I/O Corporation 1982 Employee Stock Purchase Plan, as
                 amended and restated
5.1              Opinion of Dorsey & Whitney LLP
23.1             Consent of Grant Thornton, Independent Auditors
23.2             Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
24.1             Power of Attorney (See signature pages of this Registration
                 Statement)



<PAGE>



                                   Signatures

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Redmond, Washington, on July 31, 2003.

                                       DATA I/O CORPORATION


                                       By:/s/ Joel S. Hatlen
                                       -------------------------------------
                                       Joel S. Hatlen
                                       Vice President, Chief Financial Officer,
                                       Secretary and Treasurer


<PAGE>



                                Power of Attorney

Each person whose  signature  appears  below  constitutes  and appoints  each of
Fredrick  R. Hume and Joel S. Hatlen as his or her  attorney-in-fact  and agent,
with the full power of substitution and resubstitution,  for them in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement,  and to file the same, with exhibits thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact,  or
their substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


Signature              Title                               Date
                                                           July 24, 2003
/s/ Fredrick R. Hume   Chief Executive Officer,
 Fredrick R. Hume      President and a director
                       (Principal Executive Officer)


/s/ Joel S. Hatlen     Vice President of Finance,          July 24, 2003
 Joel S. Hatlen        Chief Financial Officer,
                       Secretary and Treasurer
                       (Principal Financial Officer and Accounting


/s/ Glen F. Ceiley         Director                        July 24, 2003
Glen F. Ceiley


/s/ Daniel A. DiLeo        Director                        July 24, 2003
Daniel A. DiLeo


/s/ Paul A. Gary           Director                        July 24, 2003
Paul A. Gary


/s/ Edward D. Lazowska     Director                        July 24, 2003
Edward D. Lazowska


/s/ Steven M. Quist        Director                        July 24, 2003
Steven M. Quist


<PAGE>


                                  Exhibit Index


Exhibit        Exhibit                                                  Page
Number
4.1            Data I/O Corporation 1982 Employee Stock Purchase Plan,    6
               as amended and restated
5.1            Opinion of Dorsey & Whitney LLP                           10
23.1           Consent of Grant Thornton, Independent Audit              11
23.2           Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
24.1           Power of Attorney (See signature pages of this Registration
               Statement)





<PAGE>


Exhibit 4.1
                              DATA I/O CORPORATION
                        1982 EMPLOYEE STOCK PURCHASE PLAN
                       AMENDED AND RESTATED APRIL 17, 2003

     1.1      Purpose

     This 1982  Employee  Stock  Purchase  Plan (the  "Plan") is  intended as an
incentive and to encourage stock ownership by all eligible employees of Data I/O
Corporation  (the  "Company") and  participating  subsidiaries  so that they may
share  in  the  fortunes  of  the  Company  by  acquiring  or  increasing  their
proprietary  interest in the Company. The Plan is designed to encourage eligible
employees  to remain in the employ of the Company.  It is intended  that options
issued  pursuant to this Plan shall  constitute  options  issued  pursuant to an
"employee  stock  purchase  plan"  within the meaning of Section 423 of the 1986
Internal Revenue Code as amended (the "Code").

     1.2      Eligible Employees

     All regular, full-time employees of the Company or any of its participating
subsidiaries  shall be eligible to receive  options  under this Plan to purchase
the Company's common stock, no par value (the "Common Stock") (except  employees
in countries whose laws make  participating  impractical).  For purposes of this
Plan, the term employee shall include all employees of the Company or any of its
participating  subsidiaries  other than persons  whose  customary  employment is
twenty  (20)  hours or less per week or not more than five (5)  months per year.
Persons who are employees on the August 1 next following the date that this Plan
is approved by the stockholders of the Company shall receive their options as of
such August 1. Persons who become  eligible to participate in the Plan after the
date on which the initial options are granted hereunder shall be granted options
on the next date on which options are granted to all eligible  employees.  In no
event may an employee  participate  in this Plan if such  employee,  immediately
after the option is granted,  owns stock possessing five percent (5%) or more of
the total combined  voting power or value of all classes of stock of the Company
or of its parent  corporation  or subsidiary  corporation,  as the terms "parent
corporation" and "subsidiary corporation" are defined in Section 425 (e) and (f)
of the Code. For purposes of determining  stock  ownership under this paragraph,
the rules of Section 425(d) of the Code shall apply and stock which the employee
may purchase  under  outstanding  options shall be treated as stock owned by the
employee.

     1.3      Stock Subject to the Plan

     The  stock  subject  to the  options  shall  be  shares  of  the  Company's
authorized but unissued Common Stock or shares of Common Stock reacquired by the
Company  including shares purchased in the open market.  The aggregate number of
shares which may be issued pursuant to the Plan is two million one hundred fifty
thousand  (2,150,000),  subject  to  increase  or  decrease  by  reason of stock
split-ups,  reclassifications,  stock  dividends,  changes  in par value and the
like.

     1.4      Payment Periods and Stock Options

     The period during which payroll  deductions will accumulate  under the Plan
shall be six (6) months (the  "Payment  Period") and there shall be two (2) such
Payment  Periods in each calendar year,  commencing  August 1 and February 1 and
terminating on January 31 and July 31 of each year,  respectively.  Each Payment
Period includes only regular pay days falling within it.

     On the first business day of each Payment Period, the Company will grant to
each  eligible  employee  who is then a  participant  in the Plan an  option  to
purchase on the last day of such Payment Period at the option price  hereinafter
provided such number of full shares of the Common Stock of the Company, reserved
for the purpose of the Plan, as his or her accumulated payroll deductions on the
last day of such Payment Period will pay for at such option price;  provided and
on condition  that such employee  remains  eligible to  participate  in the Plan
throughout such Payment Period; and provided further, that the maximum number of
shares  granted to any eligible  employee  hereunder in any Payment Period shall
not  exceed  two (2) times the  number  of full  shares of Common  Stock as such
employee's  accumulated  payroll  deductions  would pay for on the exercise date
assuming an exercise price equal to eighty-five percent (85%) of the fair market
value of the Company's Common Stock on the first day of such Payment Period. The
option  price for each  Payment  Period  shall be the lesser of (i) eighty  five
percent  (85%) of the fair market  value of the  Company's  Common  Stock on the
first business day of the Payment  Period;  or (ii) eighty five percent (85%) of
the fair market value of the Company's  Common Stock on the last business day of
the Payment Period (the "Option Price"). In the event of an increase or decrease
in the number of outstanding shares of Common Stock of the Company through stock
split-ups,  reclassifications,  stock  dividends,  changes  in par value and the
like, an appropriate adjustment shall be made in the number of shares and Option
Price per share provided for under the Plan, either by a proportionate  increase
in the number of shares and a  proportionate  decrease  in the Option  Price per
share,  or  by  a  proportionate   decrease  in  the  number  of  shares  and  a
proportionate  increase  in the Option  Price per share,  as may be  required to
enable an eligible  employee who is then a participant in the Plan as to whom an
option  is  exercised  on the last day of any then  current  Payment  Period  to
acquire such number of full shares as his accumulated payroll deductions on such
date will pay for at the adjusted Option Price.

     For  purposes  of this Plan the term "fair  market  value" on any given day
means: (i) if the Common Stock is listed on a national securities exchange,  the
average of the high and low prices of the  Common  Stock of the  Company on such
exchange or such other  national  securities  exchange as shall be designated by
the  Board  of  Directors;  or  (ii)  if  the  Common  Stock  is  traded  in the
over-the-counter  securities  market, the last sale price of the Common Stock as
quoted by NASDAQ  National  Market or SmallCap  Market  System or, if the Common
Stock is not quoted in the National Market System,  the mean between the closing
bid and asked prices of the Common Stock as quoted by NASDAQ.

     For  purposes of this Plan the term  "business  day" as used herein means a
day on which there is trading on any  national  securities  exchange as shall be
designated by the Board of Directors pursuant to the preceding paragraph.

     No employee  shall be granted an option which  permits his or her rights to
purchase Common Stock under the Plan and any similar plans of the Company or any
parent or subsidiary  corporations to accrue at a rate which exceeds twenty five
thousand dollars ($25,000) of fair market value of such stock (determined at the
time such  option is  granted)  for each  calendar  year  which  such  option is
outstanding at any time. The purpose of the limitation in the preceding sentence
is to comply with Section 423(b)(8) of the Code.

     1.5      Exercise of Option

     Each eligible employee who continues to be a participant in the Plan on the
last business day of a Payment  Period shall be deemed to have  exercised his or
her option on such date and shall be deemed to have  purchased  from the Company
such number of full shares of Common Stock  reserved for the purpose of the Plan
as his or her accumulated  payroll  deductions on such date will pay for at such
Option Price.  If a participant is not an employee on the last business day of a
Payment Period,  such  participant  shall not be entitled to exercise his or her
option.

     1.6      Unused Payroll Deductions

     Only full shares of Common Stock may be purchased. Any balance remaining in
an employee's account after a purchase will be reported to the employee and will
be carried forward to the next Payment Period.

     1.7      Authorization for Entering Plan

     An employee may enter the Plan by filling out,  signing and  delivering  to
the Corporate Secretary's office an authorization (the "Authorization"):

     (a) specifying the exact payroll deduction;

     (b) authorizing the purchase of stock in each Payment Period in
accordance with the terms of the Plan; and

     (c) specifying the exact name in which stock purchased is to be issued
as provided under 1.11 hereof.

     Such Authorization must be received by the Corporate  Secretary's office at
least ten (10) days before the beginning  date of such next  succeeding  Payment
Period.

     Unless an employee  files a new  Authorization  or withdraws from the Plan,
his deductions and purchases  under the  Authorization  on file will continue so
long as the Plan remains in effect.

     All payroll  deductions  made for an  employee  shall be  deposited  in the
Company's general corporate account and shall not bear interest. An employee may
not make any  separate  cash payment into such account and may reduce the amount
of the deduction  once during the Payment  Period (see Section 1.9). The Company
will maintain complete records showing the amount of payroll  deductions of each
employee.

     1.8      Maximum Amount of Payroll Deductions

     An employee may authorize payroll  deductions in any whole dollar amount up
to but not more than ten percent (10%) of his or her regular base pay, provided,
however,  that the minimum  deduction in respect of any payroll  period shall be
five dollars ($5.00) (or such lesser amount as the Committee shall establish).

     The base pay of each  Participant  for each  payroll  period is the regular
straight  time  compensation  earned  during  such  payroll  period,  before any
deductions or  withholdings,  but excluding  overtime,  bonuses,  amount paid as
reimbursement of expenses and other additional compensation.

    1.9      Change in Payroll Deductions

    Deductions  may  be  decreased  only  once  in  a  Payment  Period.  A   new
Authorization will be required and must be received in the Corporate Secretary's
office no later than six (6) days prior to the individual's pay date.

    1.10     Withdrawal from the Plan

    An employee may withdraw  from the Plan,  in whole but not in part,  at  any
time prior to the last  business  day of each  Payment  Period by  delivering  a
Withdrawal  Notice  to the  Corporate  Secretary's  office,  in which  event the
Company will refund the entire balance of his or her deductions not  theretofore
used to purchase stock under the Plan within thirty (30) days following  receipt
of the Withdrawal Notice.

     An employee  who  withdraws  from the Plan will be treated like an employee
who has never  entered  the  Plan.  To  re-enter,  an  employee  must file a new
Authorization  at least  ten (10) days  before  the  beginning  date of the next
Payment Period which cannot,  however,  become effective before the beginning of
the next Payment Period following withdrawal.

     1.11     Issuance of Stock

     Certificates for stock issued to  participants,  or to a broker for benefit
of  participants,  will be delivered as soon as  practicable  after each Payment
Period.

     Stock  purchased  under  the Plan  will be  issued  only in the name of the
employee, or if the Authorization so specifies,  in the name of the employee and
another person of legal age as joint tenants with rights of survivorship.

     In order to obtain  the tax  treatment  provided  by the Code for  employee
stock  purchase  plans within the meaning of Section 423 of the Code, the shares
of stock  received  after the end of each Payment  Period may not be sold by the
employee  until  after a date  which is the later of two (2) years from the date
that the option to  purchase  such  shares is granted  (pursuant  to Section 1.4
hereof)  and one (1) year from the date that the shares are  transferred  to the
employee.  Sale or other  disposition of such shares prior to such date may give
rise to federal  income tax and  Federal  Insurance  Contribution  Act  ("FICA")
withholding obligations on the part of the Company. Accordingly, if certificates
representing  shares are issued to employees  upon  exercise of options  granted
hereunder,  they will bear a legend  restricting  transfer  prior to such  date,
unless the employee shall have reimbursed the Company for any federal income tax
and FICA withholding obligations arising out of the transaction.

     1.12     No Transfer or Assignment of Employee's Rights

     An employee's rights under the Plan are the employee's alone and may not be
transferred  or  assigned  to, or availed of by,  any other  person.  Any option
granted to an employee may be exercised only by such employee.

     1.13     Termination of Employee's Rights

     An employee's  rights under the Plan will terminate when he ceases to be an
employee because of resignation,  retirement,  lay-off,  discharge, or change of
status. A Withdrawal  Notice will be considered as having been received from the
employee on the day his or her employment ceases, and all payroll deductions not
used will be refunded.

     If an  employee's  employment  shall be  terminated  by  reason of death or
disability prior to the end of the current Payment Period,  the employee (his or
her designated  beneficiary,  in the event of his death,  or if none, his or her
legal  representative) shall have the right, within ninety (90) days thereafter,
to elect to have the  balance in his or her account  either  refunded in cash or
applied at the end of the current  Payment  Period toward the purchase of Common
Stock.

     1.14     Termination and Amendments to Plan

     The Plan may be terminated at any time by the Company's Board of Directors.
It will  terminate  in any case when all or  substantially  all of the  unissued
shares of Common Stock reserved for the purpose of the Plan have been purchased.
If at any time  shares of stock  reserved  for the  purposes  of the Plan remain
available for purchase but not in sufficient number to satisfy all then unfilled
purchase   requirements,   the  available  shares  shall  be  apportioned  among
participants in proportion to their options and the Plan shall  terminate.  Upon
such  termination or any other  termination of the Plan, all payroll  deductions
not used to purchase stock will be refunded.

     The Board of Directors  also reserves the right to amend the Plan from time
to time, in any respect, provided, however, that no amendment shall be effective
without prior approval of the  stockholders,  which would (a) except as provided
in Paragraphs  1.3 and 1.4,  increase the number of shares of Common Stock to be
offered above or (b) change the class of employees  eligible to receive  options
under the Plan.

     1.15     Limitations on Sale of Stock Purchased Under the Plan

     The Plan is intended to provide  Common  Stock for  investment  and not for
resale.  The Company  does not,  however,  intend to restrict or  influence  any
employee in the conduct of his own affairs.  An employee  may,  therefore,  sell
stock purchased under the Plan at any time, provided,  however,  that because of
certain  Federal  tax  requirements,  each  employee  will agree by signing  the
Authorization  to promptly give the Company notice of any such stock disposed of
within one (1) year after the date of the last day of the Payment  Period during
which the stock was purchased indicating the number of such shares disposed. The
employee assumes the risk of any market fluctuations in the price of such stock.

     1.16     Company's Payment of Expenses Related to the Plan

     The Company will bear all costs of administering and carrying out the Plan.

     1.17     Participating Subsidiaries

     The term  "participating  subsidiaries"  shall mean any  subsidiary  of the
Company  which is  designated  by the Board of Directors to  participate  in the
Plan.  The Board of  Directors  shall  have the  power to make such  designation
before or after the Plan is approved by the stockholders.

     1.18     Administration of the Plan

     The Plan shall be  administered  by a committee  appointed  by the Board of
Directors of the Company (the  "Committee").  The Committee shall consist of not
less than three (3) members of the Company's  Board of  Directors.  The Board of
Directors  may from time to time  remove  members  from,  or add members to, the
Committee.  Vacancies on the Committee,  however caused,  shall be filled by the
Board of Directors.  The Committee  shall select one of its members as Chairman,
and shall hold meetings at such times and places as it may determine.  Acts by a
majority  of the  Committee,  or acts  reduced  to or  approved  in writing by a
majority  of the  members  of the  Committee,  shall  be the  valid  acts of the
Committee.  No member of the Committee  shall be eligible to  participate in the
Plan while serving as a member of the Committee.

     The  interpretation  and construction by the Committee of any provisions of
the Plan or of any  option  granted  under it  shall be final  unless  otherwise
determined by the Board of Directors.  The Committee may from time to time adopt
such rules and  regulations  for carrying  out the Plan as it may deem best.  No
member of the Board of Directors or the Committee shall be liable for any action
or  determination  made in good  faith  with  respect  to the Plan or any option
granted under it.

     1.19     Optionees Not Stockholders

     Until such time as the applicable Common Stock is actually purchased by and
issued to an employee  pursuant to the Plan,  no employee  shall be considered a
shareholder  or have  shareholder  rights  merely by reason of  tendering to the
Company an Authorization  and,  therefore,  instituting  payroll  deductions and
related actions.

     1.20     Application of Funds

     The proceeds received by the Company from the sale of Common Stock pursuant
to options granted under the Plan will be used for general corporate purposes.

     1.21     Governmental Regulation

     The Company's obligation to sell and deliver shares of the Company's Common
Stock under this Plan is subject to the approval of any  governmental  authority
required in connection with the  authorization,  issuance or sale of such Common
Stock.

     1.22     Withholding of Additional Federal Income Tax

     In  accordance  with Section  3402(a) of the Code and the  regulations  and
rulings  promulgated  thereunder,  the Company will  withhold  from the wages of
participating  employees,  in all  payroll  periods  following  and in the  same
calendar  year as the date on  which  compensation  is  deemed  received  by the
employee,  additional income taxes in respect of amounts deemed  compensation to
be included as includible gross income reported by the employee.

     1.23     Approval of Stockholders

     The Plan shall not take effect until  approved by the holders of a majority
of the  outstanding  shares of Common Stock of the Company,  which approval must
occur within the period  beginning  twelve (12) months  before and ending twelve
(12) months after the date the Plan is adopted by the Board of Directors.




<PAGE>



Exhibit 5.1
                              Dorsey & Whitney LLP
                                U.S. Bank Centre
                          1420 Fifth Avenue, Suite 3400
                                Seattle, WA 98101
                            Telephone (206) 903-8800
                               Fax (206) 903-8820
                                 www.dorsey.com


July 29, 2003


Data I/O Corporation
10525 Willows Road N.E.
Redmond, Washington 98052



                  Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel to Data I/O Corporation,  a Washington corporation
(the  "Company"),  in connection with a Registration  Statement on Form S-8 (the
"Registration  Statement")  relating  to the  sale  by the  Company  of up to an
additional  300,000 shares of the Company's common stock,  without par value per
share (the "Shares"),  pursuant to the Data I/O Corporation  1982 Employee Stock
Purchase Plan, as amended (the "Plan").

     We have examined such  documents and have reviewed such questions of law as
we have  considered  necessary and  appropriate for the purposes of the opinions
set forth below.

     In rendering our opinions set forth below, we have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all signatures
and the  conformity to authentic  originals of all documents  submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all  natural  persons  and,  with  respect to all  parties to  agreements  or
instruments  relevant  hereto other than the Company,  that such parties had the
requisite power and authority  (corporate or otherwise) to execute,  deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise),  executed
and delivered by such parties and that such  agreements or  instruments  are the
valid,  binding and enforceable  obligations of such parties. As to questions of
fact material to our opinions,  we have relied upon  certificates of officers of
the Company and of public officials.

     Based on the  foregoing,  we are of the  opinion  that the Shares have been
duly authorized and, upon issuance,  delivery and payment therefor in accordance
with  the  terms  of  the  Plan,  will  be  validly   issued,   fully  paid  and
nonassessable.

     Our  opinions  expressed  above  are  limited  to the laws of the  State of
Washington.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

Very Truly Yours,

/s/ Dorsey & Whitney LLP



<PAGE>



Exhibit 23.1


               Consent of Independent Certified Public Accountants


We have issued our report dated February 3, 2003,  accompanying the consolidated
financial statements and schedule incorporated by reference in the Annual Report
of Data I/O  Corporation  on Form 10-K for the year ended  December 31, 2002. We
hereby  consent  to the  incorporation  by  reference  of  said  report  in this
Registration  Statement of Data I/O Corporation on Form S-8 (File No. 333-20657,
No. 33-26472,  No.  33-42010,  No. 33-66824,  No. 33-95608,  and No.  333-81986)
pertaining to the Company's 1982 Employee Stock Purchase Plan.

/s/GRANT THORNTON LLP

Seattle, Washington
July 31, 2003
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{"company-data": {"conformed-name": "DATA I/O CORP", "cik": "0000351998", "assigned-sic": "3825", "irs-number": "910864123", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107543", "film-number": "03816065"}, "business-address": {"street1": "10525 WILLOWS RD NE", "street2": "P O BOX 97046", "city": "REDMOND", "state": "WA", "zip": "98073-9746", "phone": "4258676922"}, "mail-address": {"street1": "P O BOX 97046", "street2": "10525 WILLOWS RD NE", "city": "REDMOND", "state": "WA", "zip": "98073-9746"}}
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As filed with the Securities and Exchange Commission on July 31, 2003
Registration No. 333-

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              DATA I/O CORPORATION
             (Exact name of registrant as specified in its charter)

  Washington                                           91-0864123
  ----------                                           ----------
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

                            10525 Willows Road N.E.
                            Redmond, Washington 98052
                     Address of Principal Executive Offices

DATA I/O CORPORATION 1982 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED
                            (Full title of the plan)

                                     Joel S. Hatlen
                                10525 Willows Road N.E.
                            Redmond, Washington 98052
                     (Name and address of agent for service)

                                     (425) 881-6444
             (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                                 Proposed Maximum        Proposed Maximum
      Title of Each Class of               Amount to            Offering Price Per      Aggregate Offering         Amount of
    Securities to be Registered          be Registered               Share(1)                  Price          Registration Fee(1)
 ---------------------------------------------------------------------------------------------------------------------------------
Common Stock Without Par Value          300,000 shares               $3.325                 $997,500               $80.70
 =================================================================================================================================
(1) The proposed  maximum offering price per share and the registration fee were
calculated  in  accordance  with rule 457(c) and (h) based on the average of the
high and low  prices  for shares of the  registrant's  common  stock on July 28,
2003, as quoted by Nasdaq SmallCap Market, which was $3.325 per share.

Pursuant to Rule 429, the documents  constituting  a prospectus  with respect to
this Registration  Statement constitute a combined prospectus which also relates
to the Company's  Form S-8 shares  issuable  under  certain  other plans,  which
shares were previously registered under Registration  Statements Nos. 333-20657,
33-26472, 33-42010, 33-66824, 33-95608 and 333-81986.

                        Page 1 of 5 pages. Exhibit Index
                               begins at page 5
REGISTRATION OF ADDITIONAL SECURITIES

Pursuant to General  Instruction E, this  Registration  Statement on Form S-8 is
filed by Data I/O Corporation (the "Company") to register additional  securities
under the Data I/O Corporation 1982 Employee Stock Purchase Plan, as amended and
restated (the "Plan"),  covered by the Company's Registration Statements on Form
S-8 (Nos. 333-20657,  33-26472, 33-42010, 33-66824, 33-95608 and 333-81986). The
additional  securities  are to be issued  pursuant to an  amendment  to the Plan
approved  by the  Company's  Board of  Directors  on February 6, 2003 and by the
Company's  shareholders on May 20, 2003.  Registration Statement Nos. 333-20657,
33-26472,  33-42010, 33-66824, 33-95608 and 333-81986 are incorporated herein by
reference.

Item 8.  Exhibits.

Exhibit Number   Exhibit
4.1              Data I/O Corporation 1982 Employee Stock Purchase Plan, as
                 amended and restated
5.1              Opinion of Dorsey & Whitney LLP
23.1             Consent of Grant Thornton, Independent Auditors
23.2             Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
24.1             Power of Attorney (See signature pages of this Registration
                 Statement)
Signatures

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Redmond, Washington, on July 31, 2003.

                                       DATA I/O CORPORATION

                                       By:/s/ Joel S. Hatlen
                                       -------------------------------------
                                       Joel S. Hatlen
                                       Vice President, Chief Financial Officer,
                                       Secretary and Treasurer
Power of Attorney

Each person whose  signature  appears  below  constitutes  and appoints  each of
Fredrick  R. Hume and Joel S. Hatlen as his or her  attorney-in-fact  and agent,
with the full power of substitution and resubstitution,  for them in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement,  and to file the same, with exhibits thereto and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact,  or
their substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature              Title                               Date
                                                           July 24, 2003
/s/ Fredrick R. Hume   Chief Executive Officer,
 Fredrick R. Hume      President and a director
                       (Principal Executive Officer)

/s/ Joel S. Hatlen     Vice President of Finance,          July 24, 2003
 Joel S. Hatlen        Chief Financial Officer,
                       Secretary and Treasurer
                       (Principal Financial Officer and Accounting

/s/ Glen F. Ceiley         Director                        July 24, 2003
Glen F. Ceiley

/s/ Daniel A. DiLeo        Director                        July 24, 2003
Daniel A. DiLeo

/s/ Paul A. Gary           Director                        July 24, 2003
Paul A. Gary

/s/ Edward D. Lazowska     Director                        July 24, 2003
Edward D. Lazowska

/s/ Steven M. Quist        Director                        July 24, 2003
Steven M. Quist
Exhibit Index

Exhibit        Exhibit                                                  Page
Number
4.1            Data I/O Corporation 1982 Employee Stock Purchase Plan,    6
               as amended and restated
5.1            Opinion of Dorsey & Whitney LLP                           10
23.1           Consent of Grant Thornton, Independent Audit              11
23.2           Consent of Dorsey & Whitney LLP (Included in Exhibit 5.1)
24.1           Power of Attorney (See signature pages of this Registration
               Statement)
Exhibit 4.1
                              DATA I/O CORPORATION
                        1982 EMPLOYEE STOCK PURCHASE PLAN
                       AMENDED AND RESTATED APRIL 17, 2003

     1.1      Purpose

     This 1982  Employee  Stock  Purchase  Plan (the  "Plan") is  intended as an
incentive and to encourage stock ownership by all eligible employees of Data I/O
Corporation  (the  "Company") and  participating  subsidiaries  so that they may
share  in  the  fortunes  of  the  Company  by  acquiring  or  increasing  their
proprietary  interest in the Company. The Plan is designed to encourage eligible
employees  to remain in the employ of the Company.  It is intended  that options
issued  pursuant to this Plan shall  constitute  options  issued  pursuant to an
"employee  stock  purchase  plan"  within the meaning of Section 423 of the 1986
Internal Revenue Code as amended (the "Code").

     1.2      Eligible Employees

     All regular, full-time employees of the Company or any of its participating
subsidiaries  shall be eligible to receive  options  under this Plan to purchase
the Company's common stock, no par value (the "Common Stock") (except  employees
in countries whose laws make  participating  impractical).  For purposes of this
Plan, the term employee shall include all employees of the Company or any of its
participating  subsidiaries  other than persons  whose  customary  employment is
twenty  (20)  hours or less per week or not more than five (5)  months per year.
Persons who are employees on the August 1 next following the date that this Plan
is approved by the stockholders of the Company shall receive their options as of
such August 1. Persons who become  eligible to participate in the Plan after the
date on which the initial options are granted hereunder shall be granted options
on the next date on which options are granted to all eligible  employees.  In no
event may an employee  participate  in this Plan if such  employee,  immediately
after the option is granted,  owns stock possessing five percent (5%) or more of
the total combined  voting power or value of all classes of stock of the Company
or of its parent  corporation  or subsidiary  corporation,  as the terms "parent
corporation" and "subsidiary corporation" are defined in Section 425 (e) and (f)
of the Code. For purposes of determining  stock  ownership under this paragraph,
the rules of Section 425(d) of the Code shall apply and stock which the employee
may purchase  under  outstanding  options shall be treated as stock owned by the
employee.

     1.3      Stock Subject to the Plan

     The  stock  subject  to the  options  shall  be  shares  of  the  Company's
authorized but unissued Common Stock or shares of Common Stock reacquired by the
Company  including shares purchased in the open market.  The aggregate number of
shares which may be issued pursuant to the Plan is two million one hundred fifty
thousand  (2,150,000),  subject  to  increase  or  decrease  by  reason of stock
split-ups,  reclassifications,  stock  dividends,  changes  in par value and the
like.

     1.4      Payment Periods and Stock Options

     The period during which payroll  deductions will accumulate  under the Plan
shall be six (6) months (the  "Payment  Period") and there shall be two (2) such
Payment  Periods in each calendar year,  commencing  August 1 and February 1 and
terminating on January 31 and July 31 of each year,  respectively.  Each Payment
Period includes only regular pay days falling within it.

     On the first business day of each Payment Period, the Company will grant to
each  eligible  employee  who is then a  participant  in the Plan an  option  to
purchase on the last day of such Payment Period at the option price  hereinafter
provided such number of full shares of the Common Stock of the Company, reserved
for the purpose of the Plan, as his or her accumulated payroll deductions on the
last day of such Payment Period will pay for at such option price;  provided and
on condition  that such employee  remains  eligible to  participate  in the Plan
throughout such Payment Period; and provided further, that the maximum number of
shares  granted to any eligible  employee  hereunder in any Payment Period shall
not  exceed  two (2) times the  number  of full  shares of Common  Stock as such
employee's  accumulated  payroll  deductions  would pay for on the exercise date
assuming an exercise price equal to eighty-five percent (85%) of the fair market
value of the Company's Common Stock on the first day of such Payment Period. The
option  price for each  Payment  Period  shall be the lesser of (i) eighty  five
percent  (85%) of the fair market  value of the  Company's  Common  Stock on the
first business day of the Payment  Period;  or (ii) eighty five percent (85%) of
the fair market value of the Company's  Common Stock on the last business day of
the Payment Period (the "Option Price"). In the event of an increase or decrease
in the number of outstanding shares of Common Stock of the Company through stock
split-ups,  reclassifications,  stock  dividends,  changes  in par value and the
like, an appropriate adjustment shall be made in the number of shares and Option
Price per share provided for under the Plan, either by a proportionate  increase
in the number of shares and a  proportionate  decrease  in the Option  Price per
share,  or  by  a  proportionate   decrease  in  the  number  of  shares  and  a
proportionate  increase  in the Option  Price per share,  as may be  required to
enable an eligible  employee who is then a participant in the Plan as to whom an
option  is  exercised  on the last day of any then  current  Payment  Period  to
acquire such number of full shares as his accumulated payroll deductions on such
date will pay for at the adjusted Option Price.

     For  purposes  of this Plan the term "fair  market  value" on any given day
means: (i) if the Common Stock is listed on a national securities exchange,  the
average of the high and low prices of the  Common  Stock of the  Company on such
exchange or such other  national  securities  exchange as shall be designated by
the  Board  of  Directors;  or  (ii)  if  the  Common  Stock  is  traded  in the
over-the-counter  securities  market, the last sale price of the Common Stock as
quoted by NASDAQ  National  Market or SmallCap  Market  System or, if the Common
Stock is not quoted in the National Market System,  the mean between the closing
bid and asked prices of the Common Stock as quoted by NASDAQ.

     For  purposes of this Plan the term  "business  day" as used herein means a
day on which there is trading on any  national  securities  exchange as shall be
designated by the Board of Directors pursuant to the preceding paragraph.

     No employee  shall be granted an option which  permits his or her rights to
purchase Common Stock under the Plan and any similar plans of the Company or any
parent or subsidiary  corporations to accrue at a rate which exceeds twenty five
thousand dollars ($25,000) of fair market value of such stock (determined at the
time such  option is  granted)  for each  calendar  year  which  such  option is
outstanding at any time. The purpose of the limitation in the preceding sentence
is to comply with Section 423(b)(8) of the Code.

     1.5      Exercise of Option

     Each eligible employee who continues to be a participant in the Plan on the
last business day of a Payment  Period shall be deemed to have  exercised his or
her option on such date and shall be deemed to have  purchased  from the Company
such number of full shares of Common Stock  reserved for the purpose of the Plan
as his or her accumulated  payroll  deductions on such date will pay for at such
Option Price.  If a participant is not an employee on the last business day of a
Payment Period,  such  participant  shall not be entitled to exercise his or her
option.

     1.6      Unused Payroll Deductions

     Only full shares of Common Stock may be purchased. Any balance remaining in
an employee's account after a purchase will be reported to the employee and will
be carried forward to the next Payment Period.

     1.7      Authorization for Entering Plan

     An employee may enter the Plan by filling out,  signing and  delivering  to
the Corporate Secretary's office an authorization (the "Authorization"):

     (a) specifying the exact payroll deduction;

     (b) authorizing the purchase of stock in each Payment Period in
accordance with the terms of the Plan; and

     (c) specifying the exact name in which stock purchased is to be issued
as provided under 1.11 hereof.

     Such Authorization must be received by the Corporate  Secretary's office at
least ten (10) days before the beginning  date of such next  succeeding  Payment
Period.

     Unless an employee  files a new  Authorization  or withdraws from the Plan,
his deductions and purchases  under the  Authorization  on file will continue so
long as the Plan remains in effect.

     All payroll  deductions  made for an  employee  shall be  deposited  in the
Company's general corporate account and shall not bear interest. An employee may
not make any  separate  cash payment into such account and may reduce the amount
of the deduction  once during the Payment  Period (see Section 1.9). The Company
will maintain complete records showing the amount of payroll  deductions of each
employee.

     1.8      Maximum Amount of Payroll Deductions

     An employee may authorize payroll  deductions in any whole dollar amount up
to but not more than ten percent (10%) of his or her regular base pay, provided,
however,  that the minimum  deduction in respect of any payroll  period shall be
five dollars ($5.00) (or such lesser amount as the Committee shall establish).

     The base pay of each  Participant  for each  payroll  period is the regular
straight  time  compensation  earned  during  such  payroll  period,  before any
deductions or  withholdings,  but excluding  overtime,  bonuses,  amount paid as
reimbursement of expenses and other additional compensation.

    1.9      Change in Payroll Deductions

    Deductions  may  be  decreased  only  once  in  a  Payment  Period.  A   new
Authorization will be required and must be received in the Corporate Secretary's
office no later than six (6) days prior to the individual's pay date.

    1.10     Withdrawal from the Plan

    An employee may withdraw  from the Plan,  in whole but not in part,  at  any
time prior to the last  business  day of each  Payment  Period by  delivering  a
Withdrawal  Notice  to the  Corporate  Secretary's  office,  in which  event the
Company will refund the entire balance of his or her deductions not  theretofore
used to purchase stock under the Plan within thirty (30) days following  receipt
of the Withdrawal Notice.

     An employee  who  withdraws  from the Plan will be treated like an employee
who has never  entered  the  Plan.  To  re-enter,  an  employee  must file a new
Authorization  at least  ten (10) days  before  the  beginning  date of the next
Payment Period which cannot,  however,  become effective before the beginning of
the next Payment Period following withdrawal.

     1.11     Issuance of Stock

     Certificates for stock issued to  participants,  or to a broker for benefit
of  participants,  will be delivered as soon as  practicable  after each Payment
Period.

     Stock  purchased  under  the Plan  will be  issued  only in the name of the
employee, or if the Authorization so specifies,  in the name of the employee and
another person of legal age as joint tenants with rights of survivorship.

     In order to obtain  the tax  treatment  provided  by the Code for  employee
stock  purchase  plans within the meaning of Section 423 of the Code, the shares
of stock  received  after the end of each Payment  Period may not be sold by the
employee  until  after a date  which is the later of two (2) years from the date
that the option to  purchase  such  shares is granted  (pursuant  to Section 1.4
hereof)  and one (1) year from the date that the shares are  transferred  to the
employee.  Sale or other  disposition of such shares prior to such date may give
rise to federal  income tax and  Federal  Insurance  Contribution  Act  ("FICA")
withholding obligations on the part of the Company. Accordingly, if certificates
representing  shares are issued to employees  upon  exercise of options  granted
hereunder,  they will bear a legend  restricting  transfer  prior to such  date,
unless the employee shall have reimbursed the Company for any federal income tax
and FICA withholding obligations arising out of the transaction.

     1.12     No Transfer or Assignment of Employee's Rights

     An employee's rights under the Plan are the employee's alone and may not be
transferred  or  assigned  to, or availed of by,  any other  person.  Any option
granted to an employee may be exercised only by such employee.

     1.13     Termination of Employee's Rights

     An employee's  rights under the Plan will terminate when he ceases to be an
employee because of resignation,  retirement,  lay-off,  discharge, or change of
status. A Withdrawal  Notice will be considered as having been received from the
employee on the day his or her employment ceases, and all payroll deductions not
used will be refunded.

     If an  employee's  employment  shall be  terminated  by  reason of death or
disability prior to the end of the current Payment Period,  the employee (his or
her designated  beneficiary,  in the event of his death,  or if none, his or her
legal  representative) shall have the right, within ninety (90) days thereafter,
to elect to have the  balance in his or her account  either  refunded in cash or
applied at the end of the current  Payment  Period toward the purchase of Common
Stock.

     1.14     Termination and Amendments to Plan

     The Plan may be terminated at any time by the Company's Board of Directors.
It will  terminate  in any case when all or  substantially  all of the  unissued
shares of Common Stock reserved for the purpose of the Plan have been purchased.
If at any time  shares of stock  reserved  for the  purposes  of the Plan remain
available for purchase but not in sufficient number to satisfy all then unfilled
purchase   requirements,   the  available  shares  shall  be  apportioned  among
participants in proportion to their options and the Plan shall  terminate.  Upon
such  termination or any other  termination of the Plan, all payroll  deductions
not used to purchase stock will be refunded.

     The Board of Directors  also reserves the right to amend the Plan from time
to time, in any respect, provided, however, that no amendment shall be effective
without prior approval of the  stockholders,  which would (a) except as provided
in Paragraphs  1.3 and 1.4,  increase the number of shares of Common Stock to be
offered above or (b) change the class of employees  eligible to receive  options
under the Plan.

     1.15     Limitations on Sale of Stock Purchased Under the Plan

     The Plan is intended to provide  Common  Stock for  investment  and not for
resale.  The Company  does not,  however,  intend to restrict or  influence  any
employee in the conduct of his own affairs.  An employee  may,  therefore,  sell
stock purchased under the Plan at any time, provided,  however,  that because of
certain  Federal  tax  requirements,  each  employee  will agree by signing  the
Authorization  to promptly give the Company notice of any such stock disposed of
within one (1) year after the date of the last day of the Payment  Period during
which the stock was purchased indicating the number of such shares disposed. The
employee assumes the risk of any market fluctuations in the price of such stock.

     1.16     Company's Payment of Expenses Related to the Plan

     The Company will bear all costs of administering and carrying out the Plan.

     1.17     Participating Subsidiaries

     The term  "participating  subsidiaries"  shall mean any  subsidiary  of the
Company  which is  designated  by the Board of Directors to  participate  in the
Plan.  The Board of  Directors  shall  have the  power to make such  designation
before or after the Plan is approved by the stockholders.

     1.18     Administration of the Plan

     The Plan shall be  administered  by a committee  appointed  by the Board of
Directors of the Company (the  "Committee").  The Committee shall consist of not
less than three (3) members of the Company's  Board of  Directors.  The Board of
Directors  may from time to time  remove  members  from,  or add members to, the
Committee.  Vacancies on the Committee,  however caused,  shall be filled by the
Board of Directors.  The Committee  shall select one of its members as Chairman,
and shall hold meetings at such times and places as it may determine.  Acts by a
majority  of the  Committee,  or acts  reduced  to or  approved  in writing by a
majority  of the  members  of the  Committee,  shall  be the  valid  acts of the
Committee.  No member of the Committee  shall be eligible to  participate in the
Plan while serving as a member of the Committee.

     The  interpretation  and construction by the Committee of any provisions of
the Plan or of any  option  granted  under it  shall be final  unless  otherwise
determined by the Board of Directors.  The Committee may from time to time adopt
such rules and  regulations  for carrying  out the Plan as it may deem best.  No
member of the Board of Directors or the Committee shall be liable for any action
or  determination  made in good  faith  with  respect  to the Plan or any option
granted under it.

     1.19     Optionees Not Stockholders

     Until such time as the applicable Common Stock is actually purchased by and
issued to an employee  pursuant to the Plan,  no employee  shall be considered a
shareholder  or have  shareholder  rights  merely by reason of  tendering to the
Company an Authorization  and,  therefore,  instituting  payroll  deductions and
related actions.

     1.20     Application of Funds

     The proceeds received by the Company from the sale of Common Stock pursuant
to options granted under the Plan will be used for general corporate purposes.

     1.21     Governmental Regulation

     The Company's obligation to sell and deliver shares of the Company's Common
Stock under this Plan is subject to the approval of any  governmental  authority
required in connection with the  authorization,  issuance or sale of such Common
Stock.

     1.22     Withholding of Additional Federal Income Tax

     In  accordance  with Section  3402(a) of the Code and the  regulations  and
rulings  promulgated  thereunder,  the Company will  withhold  from the wages of
participating  employees,  in all  payroll  periods  following  and in the  same
calendar  year as the date on  which  compensation  is  deemed  received  by the
employee,  additional income taxes in respect of amounts deemed  compensation to
be included as includible gross income reported by the employee.

     1.23     Approval of Stockholders

     The Plan shall not take effect until  approved by the holders of a majority
of the  outstanding  shares of Common Stock of the Company,  which approval must
occur within the period  beginning  twelve (12) months  before and ending twelve
(12) months after the date the Plan is adopted by the Board of Directors.
Exhibit 5.1
                              Dorsey & Whitney LLP
                                U.S. Bank Centre
                          1420 Fifth Avenue, Suite 3400
                                Seattle, WA 98101
                            Telephone (206) 903-8800
                               Fax (206) 903-8820
                                 www.dorsey.com

July 29, 2003

Data I/O Corporation
10525 Willows Road N.E.
Redmond, Washington 98052

                  Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel to Data I/O Corporation,  a Washington corporation
(the  "Company"),  in connection with a Registration  Statement on Form S-8 (the
"Registration  Statement")  relating  to the  sale  by the  Company  of up to an
additional  300,000 shares of the Company's common stock,  without par value per
share (the "Shares"),  pursuant to the Data I/O Corporation  1982 Employee Stock
Purchase Plan, as amended (the "Plan").

     We have examined such  documents and have reviewed such questions of law as
we have  considered  necessary and  appropriate for the purposes of the opinions
set forth below.

     In rendering our opinions set forth below, we have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all signatures
and the  conformity to authentic  originals of all documents  submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all  natural  persons  and,  with  respect to all  parties to  agreements  or
instruments  relevant  hereto other than the Company,  that such parties had the
requisite power and authority  (corporate or otherwise) to execute,  deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise),  executed
and delivered by such parties and that such  agreements or  instruments  are the
valid,  binding and enforceable  obligations of such parties. As to questions of
fact material to our opinions,  we have relied upon  certificates of officers of
the Company and of public officials.

     Based on the  foregoing,  we are of the  opinion  that the Shares have been
duly authorized and, upon issuance,  delivery and payment therefor in accordance
with  the  terms  of  the  Plan,  will  be  validly   issued,   fully  paid  and
nonassessable.

     Our  opinions  expressed  above  are  limited  to the laws of the  State of
Washington.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

Very Truly Yours,

/s/ Dorsey & Whitney LLP
Exhibit 23.1

               Consent of Independent Certified Public Accountants

We have issued our report dated February 3, 2003,  accompanying the consolidated
financial statements and schedule incorporated by reference in the Annual Report
of Data I/O  Corporation  on Form 10-K for the year ended  December 31, 2002. We
hereby  consent  to the  incorporation  by  reference  of  said  report  in this
Registration  Statement of Data I/O Corporation on Form S-8 (File No. 333-20657,
No. 33-26472,  No.  33-42010,  No. 33-66824,  No. 33-95608,  and No.  333-81986)
pertaining to the Company's 1982 Employee Stock Purchase Plan.

/s/GRANT THORNTON LLP

Seattle, Washington
July 31, 2003