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


                                    FORM 10-Q



                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



      For the quarter ended MARCH 28, 1996     Commission File No. 0-10394



                              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
incorporation or organization)                Identification No.)



            10525 Willows Road N.E., Redmond, Washington, 98073-9746
               (address of principal executive offices, Zip Code)



        Registrant's telephone number, including area code (206) 881-6444



Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes   X   No
                                                   ------   ------

   6,981,416 shares of no par value Common Stock outstanding as of May 1, 1996


                             Page 1 of 16
                      Exhibit Index on Page 16




                              DATA I/O CORPORATION

                                   FORM 10-Q
                     FOR THE QUARTER ENDED MARCH 28, 1996

                                    INDEX


PART I - FINANCIAL INFORMATION                                      PAGE
                                                                    ----
  Item 1.  Financial Statements (unaudited)                          3

  Item 2.  Management's Discussion and Analysis of Financial 
           Condition and Results of Operations                       7



PART II - OTHER INFORMATION

  Item 1.  Legal Proceedings                                        13

  Item 2.  Changes in Securities                                    13

  Item 3.  Defaults Upon Senior Securities                          13

  Item 4.  Submission of Matters to a Vote of Security Holders      13

  Item 5.  Other Information                                        13

  Item 6.  Exhibits and Reports on Form 8-K                         13



Signatures                                                          14

Exhibit Index                                                       16

Exhibit 11                                                          16

                                    Page 2




PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                                DATA I/O CORPORATION

                             CONSOLIDATED BALANCE SHEETS




                                                                        Mar. 28,           Dec. 28,
                                                                          1996               1995
                                                                       -----------         ---------
 (in thousands, except share data)                                     (unaudited)          (note 1)
                                                                                     
 ASSETS
 CURRENT ASSETS:
   Cash and cash equivalents                                              $ 4,273             $4,496
   Trade accounts receivable, less allowance
    for doubtful accounts of $322 and $311                                 11,072             13,115
   Inventories                                                              9,311              8,539
   Deferred income taxes                                                      748                976
   Other current assets                                                       829                893
                                                                       -----------         ---------
    TOTAL CURRENT ASSETS                                                   26,233             28,019

 Land held for sale                                                         2,112              2,095
 Property, plant and equipment - net                                       10,160             10,240
 Other assets                                                               4,092              4,422
                                                                       -----------         ---------
    TOTAL ASSETS                                                          $42,597            $44,776
                                                                       -----------         ---------
                                                                       -----------         ---------

 LIABILITIES AND STOCKHOLDERS' EQUITY
 CURRENT LIABILITIES:
   Accounts payable                                                       $ 2,340            $ 2,071
   Accrued compensation                                                     2,954              3,612
   Deferred revenue                                                         5,512              5,436
   Other accrued liabilities                                                2,836              2,672
   Accrued costs of business restructuring                                    546                965
   Income taxes payable                                                       201              1,141
   Notes payable                                                              113                117
                                                                       -----------         ---------
    TOTAL CURRENT LIABILITIES                                              14,502             16,014

 LONG TERM DEBT                                                             1,500              1,500
 LONG TERM OTHER PAYABLES                                                   1,130              1,117
 DEFERRED INCOME TAXES                                                        447                216
 STOCKHOLDERS' EQUITY:                                                           
   Preferred stock -
    Authorized, 5,000,000 shares, including
      200,000 shares of Series A Junior Participating
    Issued and outstanding, none
   Common stock, at stated value -
    Authorized, 30,000,000 shares
    Issued and outstanding, 6,970,166
      and 7,083,825 shares, respectively                                   16,566             17,528
   Retained earnings                                                        8,008              7,946
   Currency translation adjustments                                           444                455
                                                                       -----------         ---------
    TOTAL STOCKHOLDERS' EQUITY                                             25,018             25,929
                                                                       -----------         ---------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $42,597            $44,776
                                                                       -----------         ---------
                                                                       -----------         ---------



See notes to consolidated financial statements

                                    Page 3



                             DATA I/O CORPORATION

                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                 (UNAUDITED)




                                                                Mar. 28,        Mar. 30,
 FOR THE QUARTERS ENDED                                           1996           1995
                                                               ---------        --------
                                                                          
 (in thousands, except per share data)

 Net sales                                                      $15,656         $16,208
 Cost of goods sold                                               8,105           7,371
                                                               ---------        --------
   Gross margin                                                   7,551           8,837

 Operating expenses:
  Research and development                                        2,465           2,334
  Selling, general and administrative                             5,014           5,104
                                                               ---------        --------
    Total operating expenses                                      7,479           7,438
                                                               ---------        --------
    Operating income                                                 72           1,399

 Non-operating (income) expense:
  Interest income                                                   (63)            (99)
  Interest expense                                                   54              62
  Foreign currency exchange                                          (2)              2
                                                               ---------        --------
    Total non-operating (income) expense                            (11)            (35)
                                                               ---------        --------
 Income before taxes                                                 83           1,434
                                                                       
 Income tax expense                                                  21             293
                                                               ---------        --------
 Net income                                                         $62          $1,141
                                                               ---------        --------
                                                               ---------        --------

 Earnings per share:
  Net income                                                      $0.01           $0.15
                                                               ---------        --------
                                                               ---------        --------

 Weighted average shares outstanding                              7,325           7,763
                                                               ---------        --------
                                                               ---------        --------



 See notes to consolidated financial statements.


                                    Page 4



                            DATA I/O CORPORATION

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (UNAUDITED)




                                                             Mar. 28,          Mar. 30,
                                                              1996               1995
                                                           ----------         ---------
                                                                        
 (in thousands)
 OPERATING ACTIVITIES:
   Net income                                                   $62             $1,141
   Adjustments to reconcile net income (loss)
   to net cash provided by operating activities:
    Depreciation and amortization                             1,018              1,058
    Deferred income taxes and tax refunds                      (480)               365
    Deferred revenue                                             75                293
    Changes in current items other
    than cash and cash equivalents:
      Trade accounts receivable                               2,040             (1,792)
      Inventories                                              (772)              (615)
      Other current assets                                       63                 56
      Accounts payable and accrued liabilities                 (213)               773
      Business restructure                                     (419)               (51)
                                                           ----------         ---------
   Net cash provided by operating activities                  1,374              1,228

 INVESTING ACTIVITIES:
   Additions to property, plant and equipment                  (629)              (673)
   Additions to other assets                                                      (222)
                                                           ----------         ---------
    Cash used for investing activities                         (629)              (895)

 FINANCING ACTIVITIES:
   Additions to (repayment of) notes payable                     (4)               758
   Sale of common stock                                         154                166
      Repurchase of common stock                             (1,433)
   Proceeds from exercise of stock options                      317                 24
                                                           ----------         ---------
    Cash provided by (used for) financing activities           (966)               948
                                                           ----------         ---------
 Increase (decrease) in cash and cash equivalents              (221)             1,281

 Effects of exchange rate changes on cash                        (2)               (13)
 Cash and cash equivalents - Beginning of quarter             4,496              7,279
                                                           ----------         ---------
 Cash and cash equivalents - End of quarter                  $4,273             $8,547
                                                           ----------         ---------
                                                           ----------         ---------

 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid during the period for:
   Interest                                                     $16                $51
   Income taxes                                                $434                $11




 See notes to consolidated financial statements.


                                    Page 5




                            DATA I/O CORPORATION

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)


NOTE 1 - FINANCIAL STATEMENT PREPARATION

The financial statements as of March 28, 1996 and March 30, 1995, have been 
prepared by the Company pursuant to the rules and regulations of the 
Securities and Exchange Commission (SEC).  These statements are unaudited 
but, in the opinion of management, include all adjustments (consisting of 
normal recurring adjustments and accruals) necessary to present fairly the 
results for the periods presented.  The balance sheet at December 28, 1995 
has been derived from the audited financial statements at that date.  Certain 
information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted pursuant to such SEC rules and 
regulations.  Operating results for the quarter ended March 28, 1996 are not 
necessarily indicative of the results that may be expected for the year 
ending December 26, 1996.  These financial statements should be read in 
conjunction with the annual audited financial statements and the accompanying 
notes included in the Company's Form 10-K for the year ended December 28, 
1995.

NOTE 2 - CLASSIFICATIONS

Certain prior period's balances have been reclassified to conform to the 
presentation used in the current period.

NOTE 3 - INVENTORIES

Inventories consisted of the following components (in thousands):


                                     Mar. 28,       Dec. 28,
                                      1996            1995
                                    ---------      ----------
     Raw material                    $4,882          $ 4,839
     Work-in-process                  2,342            2,125
     Finished goods                   2,087            1,575
                                    ---------      ----------
                                     $9,311          $ 8,539
                                    ---------      ----------
                                    ---------      ----------

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following components (in 
thousands):

                                     Mar. 28,       Dec. 28,
                                       1996           1995
                                    ---------      ----------
     Land                             $   910        $   910
     Building and improvements          7,545          7,539
     Equipment                         22,474         22,329
                                    ---------      ----------
                                       30,778         30,929
     Less accumulated depreciation     20,769         20,538
                                    ---------      ----------
                                      $10,160        $10,240
                                    ---------      ----------
                                    ---------      ----------

                                    Page 6



ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          RESULTS OF OPERATIONS

GENERAL


AGREEMENT TO PURCHASE MINORITY INTEREST IN BUSINESS

On April 25, 1996 the Company announced it has reached an agreement in 
principle to purchase a substantial minority interest in Needham's 
Electronics and to enter into a worldwide distribution agreement for 
Needham's Electronics' programmer products.  Completion of the minority 
investment and creation of the distribution rights are subject to negotiation 
of definitive agreements and satisfaction of certain conditions, which the 
Company plans to complete during the second quarter of 1996.

SHARE REPURCHASE PROGRAM

The Company announced on October 27, 1995 a share repurchase program which 
authorized the Company to repurchase up to 7.5% (approximately 570,000 
shares) of its outstanding shares of common stock.  On February 21, 1996 the 
Company announced an extension of the share repurchase program.  The 
extension authorized the Company to repurchase up to an additional 8% 
(approximately 570,000 shares) of its outstanding common stock.  These 
purchases may be executed through open market purchases at prevailing market 
prices, through block purchases or in privately negotiated transactions.  
Purchases may commence or be discontinued at any time.  At May 7, 1996, March 
28, 1996 and December 28, 1995 the Company had repurchased 978,700, 760,700 
and 562,400 shares at a total cost of approximately $6.9 million, $5.6 
million and $4.1 million, respectively.

FORWARD-LOOKING STATEMENTS

Although most of the information contained in this report is historical, 
certain of the statements contain forward-looking information. To the extent 
these statements express or imply, without limitation, product development 
and introduction plans, the Company's expectations for growth, estimates of 
future revenue, expenses, profit, cash flow, balance sheet items, 
sell-through or backlog, forecasts of demand or market trends for the 
Company's various product categories and for the industries in which the 
Company operates or any other guidance on future periods, these statements 
are forward-looking and involve matters which are subject to a number of 
known and unknown risks and uncertainties that could cause actual results to 
differ materially from those expressed in such forward-looking statements.  
Readers of this report should consider, along with other relevant 
information, the risk factors identified by the Company under the caption 
"Risk Factors" in Item 1 and elsewhere in the Company's Annual Report on Form 
10-K for the year ended December 28, 1995, and other risks identified from 
time to time in the Company's filings with the Securities and Exchange 
Commission, press releases and other communications.

PROPERTY FOR SALE

The Company has listed its entire Redmond headquarters property as available 
for sale for $14.6 million with long-term lease back provisions on the 
building.

RESTRUCTURE PROGRESS

During the fourth quarter of 1993, the Company recorded a pretax charge of 
$6.1 million related to the restructure of its sales and distribution 
channels, downsizing its operations to a level consistent with anticipated 
lower sales and product margins, and to consolidate and outsource certain 
manufacturing processes.  The purpose of the restructure was primarily to 
reduce expenses and significantly lower the Company's break-even point in 
reaction to reduced sales and gross margins in 1993.  Additionally, the 
Company made several strategic changes to its sales and distribution channels 
to better align distribution of the Company's current and anticipated future 
products to their markets and customers.  The general downsizing of 
operations and restructure of the sales and distribution system were 
substantially completed in 1994.  The Company began implementation of the 
planned changes to its manufacturing processes in 1994 for completion in 
1997.  The manufacturing consolidation and relocation project was completed 
in the first quarter of 1996, and the outsourcing of certain manufacturing 
processes is scheduled to be completed in 1997.

Of the original restructuring charge, approximately $965,000 remained as an 
accrued liability at December 28, 1995.  At March 28, 1996, the remaining 
accrued liability was approximately $546,000.  The reduction during the first 
quarter of 1996

                                    Page 7




related primarily to implementation of changes in manufacturing processes, 
facility consolidation and abandoned office space lease payments.

As of March 28, 1996, the Company's restructuring has proceeded approximately 
as planned.  No significant changes were made to the Company's restructuring 
plans during the first quarter of 1996.  The relocation to Redmond, 
Washington of the Company's Anaheim, California manufacturing operations was 
completed during the first quarter.

RESULTS OF OPERATIONS


NET SALES

(in thousands)

                         First Quarter                First Quarter
                              1996         Change          1995
                         -------------  ------------- -------------
Net sales                   $15,656        (3.4%)         $16,208
                         -------------  ------------- -------------

Net sales decreased 3.4% in the first quarter of 1996 compared to 1995, with 
U.S. sales decreasing 11% and international sales increasing 6.3%.  Orders in 
the first quarter of 1996 declined approximately 17% to $14.9 million, 
compared with $17.9 million in 1995. Sales of the Company's Programming 
Systems products decreased 11.5% compared to the first quarter of 1995.  
Partially offsetting this decline was a 14% increase in sales in the Synario 
Design Automation Division.  In addition, the Semiconductor Equipment 
Division, obtained as part of the Reel-Tech acquisition in August of 1995, 
contributed incremental sales growth of approximately $1 million.  The 
strengthening U.S. Dollar versus the Japanese Yen and the German Mark also 
contributed to the decline in sales for the first quarter.

During the first quarter of 1996, net sales for the Company's non-automated 
programming systems declined by $3.8 million or 38% compared to 1995.  Orders 
for non-automated programming systems declined 15% compared to the first 
quarter of 1995.  The Company believes these decreases were primarily due to 
the slowdown in electronics consumer goods manufacturing capital spending in 
the United States and Europe which reduced the demand for the Company's 
programming systems.  In addition, the Company believes the declines also 
reflect the continuing market shift away from the Company's traditional line 
of higher-priced IC programmers for the engineering market toward 
lower-priced project specific programmers.

The Company believes the market shift toward lower-priced IC programmers has 
been caused in part by advances in semiconductor processing technology that 
have lowered the barriers to entry in the programmer business over the last 
several years.  This has caused new market entrants to appear regularly, each 
trying to carve out a niche.  New entrants cause downward price pressure, and 
each cycle of new competitors lowers the acceptable price of a conventional 
IC programmer in the customer's view.  In addition,  the Company believes 
that technological improvements in personal computers and design software 
tools have caused a shift in the demand for IC design tools by engineering 
design teams away from hardware tools in  favor of increased software design 
tools.  These industry changes had, and are continuing to have, an adverse 
effect on the Company's IC programmer sales and gross margins, especially 
since the Company's products historically have been oriented toward hardware 
tools and, within hardware tools, toward higher-priced IC programmers.  
However, the Company believes these trends are creating and will continue to 
generate increased sales for its newer products including ChipLab, 2700 and 
Synario.   

Sales of the Company's ProMaster line of automated handling systems for the 
manufacturing environment increased by approximately 13% for the first 
quarter of 1996 compared to the first quarter of 1995.  A market shift in the 
ProMaster product mix toward higher-priced models contributed to the sales 
increase.  Automated handling systems accounted for approximately 29% of 
total revenues during the first quarter compared with 25% for the first 
quarter of 1995.  Orders for the ProMaster line decreased 42% compared to the 
first quarter of 1995.  The Company believes this decrease was primarily due 
to the slowdown in electronics consumer goods manufacturing capital spending 
in the United States and Europe during the first quarter, and greater use of 
in-circuit programming by ATE testers in some very high-volume manufacturing 
applications.

The Company believes the increase in sales of the Company's ProMaster 
products reflects the expanded use of programmable integrated circuits in the 
mid- to high-volume manufacturing environment.  The Company believes that in 
the electronic manufacturing market, the proliferation of hard-to-handle 
surface-mount packages in a variety of types is causing a worldwide trend 
toward automation and integration of manufacturing processes.  Although, 
during the first quarter orders have slowed

                                    Page 8




due to what the Company believes is the soft capital spending market, the 
Company still feels that its line of automated handling systems is well 
positioned to capitalize on the trend toward automation and integration of 
manufacturing processes.

Sales of the Company's Programming Systems software products decreased by 48% 
in the first quarter of 1996 compared to 1995.  The Company's older software 
design tool, ABEL, declined due to competitive pricing pressures and product 
aging.

First quarter sales and orders of the Company's Semiconductor Equipment 
products, acquired as part of the Reel-Tech acquisition, were approximately 
$1 million.  The Company believes the market for semiconductor equipment has 
experienced strong growth as semiconductor manufacturers have expanded 
capacity in response to increased demand for ICs.  The Company is in the 
process of expanding its personnel, space and systems to meet expected demand 
for its semiconductor equipment.  The Company believes that if this strong 
demand continues and the Company executes well in integrating the Reel-Tech 
acquisition, the Company's Semiconductor Equipment products may provide a 
significant revenue growth opportunity.  Due to the cyclical nature of demand 
for ICs, the activities of competitors and other factors, there can be no 
assurance that strong demand for this equipment will continue.

Partially offsetting the increase in international sales was the negative 
impact of foreign currency exchange rate changes.  These changes reduced 
sales by approximately $360,000 during the first quarter of 1996 compared to 
1995, which was due primarily to rate changes for the German Mark and the 
Japanese Yen.  International sales were 48% of total net sales for the first 
quarter of 1996 compared to 44% of total net sales in the first quarter of 
1995.

GROSS MARGIN

(in thousands)            First Quarter                First Quarter
                             1996          Change          1995
                         -------------  ------------- -------------
Gross Margin                 $7,551      (14.5%)        $8,837
Percentage of net sales       48.2%                      54.5%
                         -------------  ------------- -------------

Gross margin for the first quarter of 1996 decreased compared to the first 
quarter of 1995 due primarily to lower volumes, lower product margins and 
increases in inventory reserves.  The relatively high fixed component of cost 
of goods sold causes any swing in total volume to have a significant impact 
on gross margin.  The shift in mix of product revenues from software to 
hardware and from higher-priced and higher-margin non-automated programming 
systems to the lower-priced alternatives has lowered the overall product 
gross margins.  In addition, the gross margin on the ProMaster 9500 was below 
that of the Company's traditional handlers due to higher material and labor 
costs.  The Company expects these costs to decline in future periods due to 
anticipated improvements in the proficiency of manufacturing and service 
personnel in building and servicing the ProMaster 9500 as a result of the 
Reel-Tech acquisition in August 1995.  Additionally, the Company completed 
the relocation of its Anaheim manufacturing facility to its Redmond 
headquarters and expects labor and overhead costs to decline in future 
quarters as a result of this consolidation.

RESEARCH AND DEVELOPMENT


(in thousands)             First Quarter              First Quarter
                              1996         Change        1995
                         -------------  ------------- -------------
Research and development      $2,465        5.6%        $2,334
Percentage of net sales        15.7%                     14.4%
                         -------------  ------------- -------------

The increase in research and development spending compared to the first 
quarter of 1995 is primarily due to increased compensation and personnel 
costs, as well as the addition of the Semiconductor Equipment division 
obtained as part of the Reel-Tech acquisition in August 1995.  The Company 
expects to continue its significant investment in research and development 
activities.  

The Company believes it is essential to invest in research and development to 
support its existing products and to create new products as markets develop 
and technologies change.  The Company is focusing its research and 
development efforts in its 

                                    Page 9



strategic growth markets, namely automated handling systems for the 
manufacturing environment, Windows-based EDA software design tools, 
lower-priced IC programmers and semiconductor equipment.

SELLING, GENERAL AND ADMINISTRATIVE

(in thousands)                       First Quarter               First Quarter
                                        1996           Change        1995
                                    -------------  ------------- -------------
Selling, general & administrative        $5,014        (1.8%)        $5,104
Percentage of net sales                   32.0%                       31.5%
                                    -------------  ------------- -------------

The decrease in selling, general and administrative expenditures in the first 
quarter of 1996 is due primarily to lower sales commissions due to the lower 
volume of sales during the quarter and lower performance bonuses and 
incentive compensation.  In addition, the increased value of the U.S. Dollar 
versus the Japanese Yen and German Mark also contributed to the decrease in 
expenditures during the quarter.  These reductions were partially offset by 
increased personnel costs and increased marketing and promotion expenditures.

INTEREST

(in thousands)     First Quarter               First Quarter
                      1996          Change        1995
                  -------------  ------------- -------------
Interest income        $63         (36.4%)         $99
Interest expense       $54         (12.9%)         $62
                  -------------  ------------- -------------

Net interest income decreased during the first quarter of 1996 compared with 
1995, primarily due to a decrease in the average level of funds available for 
investment as a result of the Company's share repurchase program.  Interest 
rates were also slightly lower during the first quarter of 1996 compared to 
1995.

INCOME TAXES


(in thousands)       First Quarter               First Quarter
                         1996         Change       1995
                    -------------  ------------- -------------
Income taxes              $21        (92.8%)         $293
Effective tax rate        25.3%                      20.4%
                    -------------  ------------- -------------

The Company's effective tax rate for the first quarter of 1996 differed from 
the statutory 34% tax rate primarily due to the benefits related to the 
foreign sales corporation.  Tax valuation reserves increased by approximately 
$100,000 during the quarter.  The Company has valuation reserves of $2.7 
million that may reverse as the Company records income.  The Company believes 
the potential reversal of these valuation reserves may substantially reduce 
its effective tax rate from the statutory rate during the balance of 1996.

                                    Page 10




NET INCOME AND EARNINGS PER SHARE


(in thousands)         First Quarter                First Quarter
                            1996          Change        1995
                       -------------  ------------- -------------
Net income                   $62        (94.6%)       $1,141
Earnings per share          $0.01       (93.3%)        $0.15
                       -------------  ------------- -------------

The decrease in net income and earnings per share compared with the first 
quarter of 1995 is primarily due to decreased sales volume, a lower gross 
margin percentage, and increased research and development expenses.

INFLATION AND CHANGES IN FOREIGN CURRENCY EXCHANGE RATES

Historically, the Company has been able to offset the impact of inflation 
through efficiency increases and price adjustments. Increasing price 
competition, especially in IC programmers, is currently diminishing and may 
continue to diminish the Company's ability to offset the impacts of inflation 
in the future.  

Sales and expenses incurred by foreign subsidiaries are denominated in the 
subsidiary's local currency and translated into U.S. dollar amounts at 
average rates of exchange during the year.  To date the foreign currency rate 
changes have not significantly impacted the Company's profitability.  This is 
because approximately only one-third of the Company's sales are made by 
foreign subsidiaries and independent currency fluctuations tend to minimize 
the effect of any individual currency exchange fluctuations, and the effect 
of individual rate changes on sales and expenses tend to offset each other.  
Additionally, the Company hedges its foreign currency exposure on the sales 
of inventory and certain loans to its foreign subsidiaries through the use of 
foreign exchange contracts.


FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

                              March 28,                   Dec. 28,
                                1996          Change       1995
                           -------------  ------------- -------------
Working capital               $11,731          ($274)      $12,005
Total debt                     $1,613            ($4)       $1,617
                           -------------  ------------- -------------

Working capital decreased during the first quarter of 1996 primarily due to 
funds used to repurchase common stock as discussed above. This decrease was 
partially offset by funds provided by operations. 

The Company's trade accounts receivable decreased by approximately $2 million 
during the first quarter.  This decrease was primarily due to decreased sales 
volume during the first quarter of 1996.  The Company increased its inventory 
level by approximately $772,000 during the first quarter.  This increase was 
primarily to support anticipated growth in the Semiconductor Equipment 
products as well as to provide a level of safety stock during the Anaheim 
factory relocation which was completed in March 1996.  The Company reduced 
its accrued expenses primarily due to payments of approximately $419,000 of 
restructure related accruals and payments of 1995 incentive compensation, 
contributions to the Company's employee retirement savings plan and payments 
of 1995 income taxes.  Funding for these changes was provided primarily by 
operations and approximately $471,000 in stock sale proceeds under the 
Company's employee stock benefit plans.

As of March 28, 1996, the Company had total debt of $1.6 million or 
approximately 6% of its $25 million in equity.  Of this debt, $1.5 million is 
a note payable due in 1998 for the balance of the purchase price of the 
CAD/CAM Group.  The remaining $113,000 is current debt, consisting entirely 
of borrowings on the Company's $1.5 million foreign line of credit.  No 
borrowings were outstanding under the Company's $8.0 million U.S. line of 
credit.

                                    Page 11




The U.S. line of credit matures May 31, 1996.  The foreign line of credit 
matures in August 1996.  Historically, these credit lines have been 
structured as short-term and have been renewed on their maturity dates.  The 
Company currently expects to be able to renew these lines of credit on 
maturity under substantially the same terms as those presently in place.

The Company estimates that capital expenditures for property, plant and 
equipment during the remainder of 1996 will be approximately $1.5 million.  
Such expenditures are currently expected to be funded from internally 
generated funds and, if necessary, borrowings under the Company's existing 
credit lines.  Although the Company fully expects that such expenditures will 
be made, it has purchase commitments for only a small portion of this amount.

At March 28, 1996, the Company's material short-term unused sources of 
liquidity consisted of approximately $4.3 million in cash and cash 
equivalents, available borrowings of $8.0 million under its U.S. line of 
credit and available borrowings of approximately $1.4 million under its 
foreign line of credit.  The Company believes that cash, cash flow from 
operations and borrowings available under its U.S. and foreign lines of 
credit will be sufficient to fund working capital needs, service existing 
debt, finance planned capital expenditures, fund the Company's share 
repurchase program, fund its remaining restructure accrued liabilities, fund 
the minority investment in Needham's Electronics and fund the Reel-Tech 
contingent payment obligations.  In addition, if the Company is successful in 
selling its property held for sale, additional capital will be available.

                                    Page 12




PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          None


ITEM 2.   CHANGES IN SECURITIES

          None


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None

ITEM 5.   OTHER INFORMATION

          None


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                     Page
                                                               ----

          (a)  Exhibits
               11.  Statement Regarding Computation of 
                    Earnings Per Share                          16

          (b)  Reports on Form 8-K
               None


                                    Page 13



                                  SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized.


                                           DATA I/O CORPORATION
                                               (REGISTRANT)

DATED:   May 7, 1996



                                         By://S//Steven M. Gordon
                                            ---------------------
                                             Steven M. Gordon
                                              Vice President
                                        Finance and Administration
                                          Chief Financial Officer
                                         Chief Accounting Officer
                                          Secretary and Treasurer

                                    Page 14



                                EXHIBIT INDEX


Exhibit                 Title                                      Page
Number                                                             Number
- -------  -----------------------------------------------------  -----------

  11     Statement Regarding Computation of Earnings per Share       16



                                    Page 15



                                  EXHIBIT 11

                            DATA I/O CORPORATION

                     COMPUTATION OF EARNINGS PER SHARE




Earnings per share reported in Form 10-Q for the quarters ended March 28, 
1996, and March 30, 1995 are based on the following (in thousands):


                                               Mar. 28,      Mar. 30,
                                                 1996          1995
                                               --------      --------
Primary and fully diluted:
Weighted Average Shares Outstanding              7,053         7,473

Dilutive Effect of Stock Options                   272           290
                                               --------      --------

Weighted Average Common and 
Equivalent Shares Outstanding                    7,325         7,763
                                               --------      --------
                                               --------      --------

                                    Page 16