SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549

                            ------------------------


                                   FORM 8 - K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): February 21, 2006


                              Data I/O Corporation
             (Exact name of registrant as specified in its charter)


                                   Washington
                 (State of other jurisdiction of incorporation)


        0-10394                                             91-0864123
    (Commission File Number)                  (IRS Employer Identification No.)


  10525 Willows Road N.E., Redmond, WA                                     98052
  (Address of principal executive offices)                            (Zip Code)


       Registrant's telephone number, including area code: (425) 881-6444


                                 Not Applicable
          (Former name or former address, if changed since last report)


                                Page 1 of 6 Pages





Item 2.02 Results of Operation and Financial Condition

A copy of a press release made on February 21, 2006 follows:


Joel Hatlen                                    Deb Stapleton/Christina Carrabino
VP, Finance and Chief Financial Officer        Stapleton Communications Inc.
Data I/O Corporation                           (650) 470-0200
(425) 881-6444                                 deb@stapleton.com
                                               christina@stapleton.com


            DATA I/O ANNOUNCES FOURTH QUARTER 2005 FINANCIAL RESULTS

Redmond,  Wash.,  February 21, 2006 - Data I/O Corporation  (NASDAQ:  DAIO), the
leading  provider of manual and  automated  device  programming  systems,  today
announced financial results for the fourth quarter ended Dec. 31, 2005.

Revenues for the fourth  quarter of 2005 were $8.4  million,  compared with $6.6
million in the third quarter of 2005. Order bookings were $7.6 million, compared
with $ 7.8  million in the third  quarter of 2005.  Gross  margins in the fourth
quarter  of 2005 were 52.5  percent,  compared  with 57.0  percent  in the prior
quarter. The lower gross margin percentage for the fourth quarter was due to the
product sales mix, the effect of reducing the level of  inventories  on overhead
and unfavorable manufacturing and inventory variances during the quarter.

In accordance with U.S.  generally  accepted  accounting  principles (GAAP), net
income in the fourth quarter of 2005 was $363,000,  or $0.04 per share, compared
with net income of $127,000,  or $0.02 per share,  in the third quarter of 2005.
The company remains debt-free.

Fiscal Year 2005 Results
For the year ended Dec. 31, 2005, Data I/O reported revenues of $28.3 million, a
4.0 percent increase from revenues of $27.3 million in 2004. Net income for 2005
was  $582,000 or $0.07 per share,  compared  with a net loss of $92,000 or a net
loss of $0.01  per  share for 2004.  Gross  margins  in 2005 were 56.8  percent,
compared with 53.4 percent in the prior year.

"During  the  fourth  quarter,  we  signed a  distribution  agreement  with Toyo
Corporation of Japan, a leading supplier of powerful manufacturing solutions and
support,"  said Fred Hume,  president and CEO. "We believe that Toyo will enable
us to strengthen  our sales not only in Japan but also with  Japanese  companies
that are located in China.  Expanding  our business in Japan and China is one of
our  major  goals  in  2006  and we are  excited  about  the  compelling  market
opportunities in this region.

"We strengthened our marketing and sales organization  during the fourth quarter
with the  appointments of Harald Weigelt as vice president,  worldwide sales and
services,  Zel Liu as the China sales  director  and Megan Miller as director of
marketing. These individuals bring to Data I/O many years of solid experience in
sales and  marketing  that will be benefit  us as we  continue  to  develop  new
products and drive our sales efforts," said Hume.

First Quarter 2006 Guidance
Data I/O  currently  expects that  revenues in the first quarter of 2006 will be
similar to the level of order  bookings  it had in the  fourth  quarter of 2005.
Gross margins are expected to increase based on a more typical order mix and the
non-recurrence  of the unfavorable  overhead effect of inventory  reductions and
certain variances.

Conference Call Information
A conference call discussing the fourth quarter and 2005 financial  results will
follow this release today at 2:00 p.m.  Pacific  time/5:00 p.m. Eastern time. To
listen to the conference  call,  please dial (773) 681-5826,  passcode:  DAIO. A
taped replay will be made available  approximately one hour after the conclusion
of the call and will remain available for one week. To access the replay, please
dial (203)  369-3872.  The conference call will also be  simultaneously  webcast
over  the  Internet;  visit  the  Investor  Relations  section  of the  Data I/O
Corporation website at  http://www.dataio.com  to access the call from the site.
This  webcast  will be  recorded  and  available  for  replay  on the  Data  I/O
Corporation  website  approximately  two  hours  after  the  conclusion  of  the
conference call.


About Data I/O Corporation
Celebrating  more  than  30  years  of  innovative   leadership  in  the  device
programming industry,  Data I/O Corporation (NASDAQ:  DAIO), provides manual and
automated device programming systems that specifically  address the requirements
of engineering and manufacturing  customers.  FlashCORE(TM),  Sprint and UniSite
families  provide a wide range of device  support and  versatility  to address a
user's many different  programming  needs. Data I/O Corporation has headquarters
in  Redmond,  WA,  with  sales  and  services  offices  worldwide.  For  further
information, visit the company's website at http://www.dataio.com.


Forward Looking Statement
Statements in this news release  concerning  future  revenues,  future  margins,
future results from operations, financial position, economic conditions, product
releases and any other statement that may be construed as a prediction of future
performance  or events are  forward-looking  statements  which involve known and
unknown risks, uncertainties and other factors which may cause actual results to
differ  materially  from those  expressed or implied by such  statements.  These
factors include uncertainties as to levels of orders, ability to record revenues
based upon the timing of product deliveries and installations, market acceptance
of new products,  changes in economic conditions and market demand,  pricing and
other activities by competitors,  and other risks including those described from
time to time in the Company's  filings on Forms 10K and 10Q with the  Securities
and Exchange Commission (SEC), press releases and other communications.



                       - Summary Financial Data Attached -






                              DATA I/O CORPORATION
                       COMPARATIVE STATEMENTS OF EARNINGS
                      (in thousands except per share data)



                                                          Fourth Quarter                              Twelve Months Ended
                                            -------------------------------------------      --------------------------------------
                                                                               Percent                                    Percent
                                              12/31/2005     12/31/2004         Change       12/31/2005    12/31/2004     Change
                                            --------------- -------------- ------------      ------------ ------------- -----------
                                                                                                        
Net sales                                           $8,356         $5,815        43.7%            $28,321      $27,310         3.7%
Gross margin                                         4,388          3,129        40.2%             16,091       14,584        10.3%
Gross margin as percent of sales                     52.5%          53.8%        -1.3%              56.8%        53.4%         3.4%
Operating expenses:
  Research & development                             1,381          1,415        -2.4%              5,286        5,057         4.5%
  Selling, general and administrative                2,663          2,336        14.0%             10,085        9,036        11.6%
  Provision for business restructure                    23             60                              96          562

                                            --------------- --------------                  -------------- ------------
Operating income (loss)                                321           (682)                            624          (71)
Non-operating income (expense):
  Interest, net                                         31             30                              96           59
  Foreign currency exchange                             25            (49)                            (18)         (94)

                                            --------------- --------------                  -------------- ------------
Income/(loss) from operations before taxes             377           (701)                            702         (106)
Income tax expense (benefit)                            14           (117)                            120          (14)

                                            --------------- --------------                  -------------- ------------
Net income/(loss)                                     $363          ($584)                           $582         ($92)
                                            =============== ==============                  ============== ============

Diluted earnings/(loss) per share                    $0.04         ($0.07)                          $0.07       ($0.01)

Diluted weighted average shares
outstanding                                          8,625          8,061                           8,532        8,029











                             CONDENSED BALANCE SHEET
                                 (in thousands)



                                                                           12/31/2005              12/31/2004
                                                                          ------------            ------------
                                                                                            
Cash and cash equivalents                                                      $4,362                  $5,534
Short-term investments                                                            800                   1,037
Accounts receivable, net                                                        6,828                   4,489
Inventories                                                                     3,529                   4,139
Other current assets                                                              329                     652
Land, building and equipment                                                    2,274                   1,970
Other long-term assets                                                             15                      26
                                                                          ------------            ------------
        Total assets                                                          $18,137                 $17,847
                                                                          ============            ============


Current liabilities                                                            $5,466                  $5,601
Deferred gain on sale of property                                                 388                     776
Shareholders' equity                                                           12,283                  11,470
                                                                          ------------            ------------
        Total liabilities and shareholders'equity                             $18,137                 $17,847
                                                                          ============            ============






























SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    Data I/O Corporation


February 23, 2006                   By _/s/Frederick R. Hume
                                    Frederick R. Hume
                                    President
                                    Chief Executive Officer



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