EXHIBIT 4.1




                              DATA I/O CORPORATION
                        1982 EMPLOYEE STOCK PURCHASE PLAN
                      AMENDED AND RESTATED FEBRUARY 8, 2001


     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 one million  eight  hundred
fifty thousand  (1,850,000),  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.


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     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,  in either case  rounded up to avoid  fractions  other than
1/32,  1/16,  1/8,1/4,  1/2 and 3/4 (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 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.


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     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.


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     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.

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     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.


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     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.