As  filed  with  the  Securities  and  Exchange  Commission  on December 3, 2004
     Registration  No.  333-______

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------
                                 LANTRONIX, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                     DELAWARE                          33-0362767
        (STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)          IDENTIFICATION NUMBER)
                                15353 BARRANCA PARKWAY
                              IRVINE, CALIFORNIA  92618
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                             ----------------------

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                                  MARC NUSSBAUM
                             CHIEF EXECUTIVE OFFICER
                                 LANTRONIX, INC.
                             15353 BARRANCA PARKWAY
                            IRVINE, CALIFORNIA  92618
                                 (949) 453-3990
  (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)
                             ----------------------
                                      Copies to:

        JOHN T. SHERIDAN, ESQ.                       VINCENT J. ROTH, ESQ.
          JOHN TURNER, ESQ.                             LANTRONIX,  INC.
WILSON, SONSINI, GOODRICH & ROSATI, PC             15353  BARRANCA  PARKWAY
        650  PAGE  MILL  ROAD                      IRVINE, CALIFORNIA  92618
  PALO ALTO, CALIFORNIA  94304-1050                     (949) 453-3990
           (650) 493-9300

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

===================================================================================================
Title of Securities                              Proposed Maximum  Proposed Maximum    Amount of
To be registered                  Amount to be   Offering Price    Aggregate Offering  Registration
                                  Registered(1)  per share(2)      Price(1)            Fee(1)
---------------------------------------------------------------------------------------------------
<S>                               <C>            <C>               <C>                 <C>
Common Stock, $0.0001 par value,  750,000        $0.99             $742,500            $94.07
to be issued under the 2000
Employee Stock Purchase Plan
---------------------------------------------------------------------------------------------------

(1)  Pursuant  to  Rule  416(a)  of the Securities Act of 1933, as amended, this
     Registration  Statement  shall  also  cover  any  additional  shares of the
     Registrant's  Common  Stock  that  become  issuable under the 2000 Employee
     Stock  Purchase  Plan  by  reason  of  any  stock  dividend,  stock  split,
     recapitalization  or other similar transaction affected without the receipt
     of  consideration that increases the number of the Registrant's outstanding
     shares  of  Common  Stock.

(2)  The  Proposed  Maximum  Offering  Price  Per  Share  of  $0.99 per share is
     estimated  in  accordance with Rules 457(c) and 457(h) under the Securities
     Act  of  1933,  as  amended  ("Securities  Act"), solely for the purpose of
     computing the amount of the registration fee. The amount of the filing fee,
     calculated  in accordance with Section 13(e) of the Securities Exchange Act
     of 1934, as amended, equals $126.70 for each $1,000,000 of the value of the
     transaction.  The computation is based upon the average of the high and low
     price  of  the  Common  Stock  as reported on the Nasdaq National Market on
     December  1,  2004,  the  specified  date  within five business days of the
     filing  date,  because  the price at which the options to be granted in the
     future  may  be  exercised  is  not  currently  determinable.

===================================================================================================
</TABLE>

<PAGE>

                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Explanatory  Note:

     This  Registration  Statement is filed with respect to additional shares of
common  stock  that  may  be  issued  under the Registrant's 2000 Employee Stock
Purchase  Plan  as  a result of a stockholder approved increase in the number of
authorized  shares  for issuance under the plan.  The original offer and sale of
750,000  shares  of  common  stock  issuable  under  this  plan  was  previously
registered  on  a  Registration Statement on Form S-8 filed on September 5, 2000
(File  No.  333-45182)  (the  "Previous  Form S-8"). Unless otherwise specified,
capitalized  terms  herein  shall  have  the  meanings  ascribed  to them in the
Previous  Form  S-8.

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     There are hereby incorporated by reference into this Registration Statement
and  into  the  Prospectuses relating to this Registration Statement pursuant to
Rule  428  the  following  documents  and  information previously filed with the
Securities  and  Exchange  Commission  (the  "Commission"):

     (a)  The  Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 2004, filed pursuant to Section 13 of the Exchange Act, as amended (the
"Exchange  Act");

     (b)  All  other  reports  and  information filed pursuant to Sections 13 or
15(d)  of  the  Exchange  Act  since  the  end  of  the  fiscal  year covered by
Registrant's  Annual  Report  referred  to  in  (a)  above;  and

     (c)  The  description  of  the  Registrant's  Common Stock contained in the
Registrant's  Registration Statement on Form 8-A, filed on August 2, 2000, filed
pursuant  to  Section  12(g)  of  the  Exchange  Act.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  to  this  registration  statement which indicates that all securities
offered  hereby  have  been  sold  or which deregisters all securities remaining
unsold,  shall  be  deemed  to be incorporated by reference in this registration
statement  and  to  be  a part hereof from the date of filing of such documents.

     The  documents  incorporated  by  reference  herein contain forward-looking
statements  that  involve risks and uncertainties.  The Company's actual results
may  differ  significantly  from  the  results  discussed in the forward-looking
statements.  Factors  that  might  cause  such a difference include, but are not
limited  to,  the  risks  identified in the respective documents incorporated by
reference.  You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement.  We have authorized no
one  to  provide  you with different information.  We are not making an offer of
these  securities in any state where the offer is not permitted.  You should not
assume  that  the information in this prospectus or the prospectus supplement is
accurate  as  of  any  date  other  than  the date on the front of the document.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     Not  applicable.


                                        2
<PAGE>


ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Registrant's  Certificate  of  Incorporation  limits  the liability of
directors  to  the  maximum  extent  permitted  by  Delaware  law.  Delaware law
provides  that directors of a company will not be personally liable for monetary
damages  for breach of their fiduciary duties as directors, except for liability
(i)  for any breach of their duty of loyalty to the company or its stockholders,
(ii)  for  acts  or  omissions  not  in  good faith or which involve intentional
misconduct  or  a  knowing  violation  of  law,  (iii)  for unlawful payments of
dividends  or  unlawful stock repurchases or redemptions as  provided in Section
174  of  the  Delaware General Corporation Law, or (iv) for any transaction from
which  the  director  derived  an  improper  personal  benefit.

     The  Registrant's  Bylaws  provide  that the Registrant shall indemnify its
officers  and  directors and may indemnify its employees and other agents to the
fullest  extent  permitted  by law. The Registrant believes that indemnification
under  its Bylaws covers at least negligence and gross negligence on the part of
indemnified  parties. The Registrant's Bylaws also permit it to secure insurance
on  behalf  of  any officer, director, employee or other agent for any liability
arising  our  of  his or her actions in such capacity, regardless of whether the
Bylaws  would  permit  indemnification.

     The  Registrant  has entered into agreements to indemnify its directors and
officers,  in  addition  to the indemnification provided for in the Registrant's
Bylaws.  These  agreements,  among  other  things,  indemnify  the  Registrant's
directors  and  officers  for  certain  expenses  (including  attorneys'  fees),
judgments,  fines  and  settlement  amounts  incurred  by any such person in any
action or proceeding, including any action by or in the right of the Registrant,
arising  out  of  such  person's  services  as  a  director  or  officer  of the
Registrant,  any subsidiary of the Registrant or any other company or enterprise
to  which  the  person  provides  services at the request of the Registrant. The
Registrant  believes  that  these  provisions  and  agreements  are necessary to
attract  and  retain  qualified  persons  as  directors  and  officers.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.  EXHIBITS.

<TABLE>
<CAPTION>



EXHIBIT
NUMBER   DESCRIPTION
-------  -----------------------------------------------------------------------------------------------
<C>      <S>

    4.1  2000 Employee Stock Purchase Plan (as amended effective November 18, 2004)
    5.1  Opinion of Wilson Sonsini Goodrich & Rosati, PC, as to legality of securities being registered.
   23.1  Consent of Independent Registered Public Accounting Firm.
   23.2  Consent of Counsel (contained in Exhibit 5.1).
   24.1  Power of Attorney (see page 5).
</TABLE>


                                        3
<PAGE>


ITEM  9.  UNDERTAKINGS.

     (a)     The  undersigned  registrant  hereby  undertakes:

     (1)  To  file, during any period in which offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement  or  any material change to such information in the
registration  statement.

     (2) That, for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b)     The  undersigned registrant hereby undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant  to section 13(a) or section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
registration  statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

     (h)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  registrant pursuant to the foregoing provisions, or otherwise,
the  registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission, such indemnification is against public policy as expressed
in  the  Act  and  is,  therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by it is against public policy as expressed in the Act and will
be  governed  by  the  final  adjudication  of  such  issue.


                                        4
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Irvine, State of California, on this December 3,
2004.

LANTRONIX,  INC.
By:     /s/  Marc  H.  Nussbaum
        --------------------------------
        Marc  H.  Nussbaum
        Chief  Executive  Officer

                                POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears  below  constitutes and appoints Marc H. Nussbaum and James W. Kerrigan,
jointly  and  severally,  as  his/her  attorneys-in-fact, each with the power of
substitution,  for  him/her in any and all capacities, to sign any amendments to
this  Registration  Statement  on  Form S-8, 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 each of said
attorneys-in-fact,  or  his/her 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  dates  indicated:


Signature                            Title                    Date
-----------------------  -----------------------------  -----------------

/s/ Marc H. Nussbaum     President and Chief            December 3, 2004
--------------------     Executive Officer (Principal
Marc H. Nussbaum         Executive Officer)

/s/ James W. Kerrigan    Chief Financial Officer        December 3, 2004
--------------------     (Principle Financial Officer
James W. Kerrigan        and Accounting Officer)

/s/ H.K. Desai           Chairman of the Board of       December 3, 2004
--------------------     Directors
H.K. Desai

/s/ Kathryn Braun Lewis  Director                       December 3, 2004
--------------------
Kathryn Braun Lewis

/s/ Howard T. Slayen     Director                       December 3, 2004
--------------------
Howard T. Slayen

/s/ Thomas W. Burton     Director                       December 3, 2004
--------------------
Thomas W. Burton


                                        5
<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

EXHIBIT
NUMBER   DESCRIPTION
-------  -----------------------------------------------------------------------------------------------
<C>      <S>

    4.1  2000 Employee Stock Purchase Plan (as amended effective November 18, 2004)
    5.1  Opinion of Wilson Sonsini Goodrich & Rosati, PC, as to legality of securities being registered.
   23.1  Consent of Independent Registered Public Accounting Firm.
   23.2  Consent of Counsel (contained in Exhibit 5.1).
   24.1  Power of Attorney (see page 5).

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

</TABLE>


                                        6
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 17410}]
{"company-data": {"conformed-name": "LANTRONIX INC", "cik": "0001114925", "assigned-sic": "3576", "irs-number": "330362767", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121000", "film-number": "041185083"}, "business-address": {"street1": "15353 BARRANCA PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "9494533990"}, "mail-address": {"street1": "15353 BARRANCA PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92618"}}
As  filed  with  the  Securities  and  Exchange  Commission  on December 3, 2004
     Registration  No.  333-______

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------
                                 LANTRONIX, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                     DELAWARE                          33-0362767
        (STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)          IDENTIFICATION NUMBER)
                                15353 BARRANCA PARKWAY
                              IRVINE, CALIFORNIA  92618
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                             ----------------------

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                                  MARC NUSSBAUM
                             CHIEF EXECUTIVE OFFICER
                                 LANTRONIX, INC.
                             15353 BARRANCA PARKWAY
                            IRVINE, CALIFORNIA  92618
                                 (949) 453-3990
  (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)
                             ----------------------
                                      Copies to:

        JOHN T. SHERIDAN, ESQ.                       VINCENT J. ROTH, ESQ.
          JOHN TURNER, ESQ.                             LANTRONIX,  INC.
WILSON, SONSINI, GOODRICH & ROSATI, PC             15353  BARRANCA  PARKWAY
        650  PAGE  MILL  ROAD                      IRVINE, CALIFORNIA  92618
  PALO ALTO, CALIFORNIA  94304-1050                     (949) 453-3990
           (650) 493-9300

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

                        CALCULATION OF REGISTRATION FEE
===================================================================================================
Title of Securities                              Proposed Maximum  Proposed Maximum    Amount of
To be registered                  Amount to be   Offering Price    Aggregate Offering  Registration
                                  Registered(1)  per share(2)      Price(1)            Fee(1)
---------------------------------------------------------------------------------------------------
Common Stock, $0.0001 par value,  750,000        $0.99             $742,500            $94.07
to be issued under the 2000
Employee Stock Purchase Plan
---------------------------------------------------------------------------------------------------

(1)  Pursuant  to  Rule  416(a)  of the Securities Act of 1933, as amended, this
     Registration  Statement  shall  also  cover  any  additional  shares of the
     Registrant's  Common  Stock  that  become  issuable under the 2000 Employee
     Stock  Purchase  Plan  by  reason  of  any  stock  dividend,  stock  split,
     recapitalization  or other similar transaction affected without the receipt
     of  consideration that increases the number of the Registrant's outstanding
     shares  of  Common  Stock.

(2)  The  Proposed  Maximum  Offering  Price  Per  Share  of  $0.99 per share is
     estimated  in  accordance with Rules 457(c) and 457(h) under the Securities
     Act  of  1933,  as  amended  ("Securities  Act"), solely for the purpose of
     computing the amount of the registration fee. The amount of the filing fee,
     calculated  in accordance with Section 13(e) of the Securities Exchange Act
     of 1934, as amended, equals $126.70 for each $1,000,000 of the value of the
     transaction.  The computation is based upon the average of the high and low
     price  of  the  Common  Stock  as reported on the Nasdaq National Market on
     December  1,  2004,  the  specified  date  within five business days of the
     filing  date,  because  the price at which the options to be granted in the
     future  may  be  exercised  is  not  currently  determinable.

===================================================================================================
REGISTRATION STATEMENT ON FORM S-8
                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Explanatory  Note:

     This  Registration  Statement is filed with respect to additional shares of
common  stock  that  may  be  issued  under the Registrant's 2000 Employee Stock
Purchase  Plan  as  a result of a stockholder approved increase in the number of
authorized  shares  for issuance under the plan.  The original offer and sale of
750,000  shares  of  common  stock  issuable  under  this  plan  was  previously
registered  on  a  Registration Statement on Form S-8 filed on September 5, 2000
(File  No.  333-45182)  (the  "Previous  Form S-8"). Unless otherwise specified,
capitalized  terms  herein  shall  have  the  meanings  ascribed  to them in the
Previous  Form  S-8.

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     There are hereby incorporated by reference into this Registration Statement
and  into  the  Prospectuses relating to this Registration Statement pursuant to
Rule  428  the  following  documents  and  information previously filed with the
Securities  and  Exchange  Commission  (the  "Commission"):

     (a)  The  Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 2004, filed pursuant to Section 13 of the Exchange Act, as amended (the
"Exchange  Act");

     (b)  All  other  reports  and  information filed pursuant to Sections 13 or
15(d)  of  the  Exchange  Act  since  the  end  of  the  fiscal  year covered by
Registrant's  Annual  Report  referred  to  in  (a)  above;  and

     (c)  The  description  of  the  Registrant's  Common Stock contained in the
Registrant's  Registration Statement on Form 8-A, filed on August 2, 2000, filed
pursuant  to  Section  12(g)  of  the  Exchange  Act.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment  to  this  registration  statement which indicates that all securities
offered  hereby  have  been  sold  or which deregisters all securities remaining
unsold,  shall  be  deemed  to be incorporated by reference in this registration
statement  and  to  be  a part hereof from the date of filing of such documents.

     The  documents  incorporated  by  reference  herein contain forward-looking
statements  that  involve risks and uncertainties.  The Company's actual results
may  differ  significantly  from  the  results  discussed in the forward-looking
statements.  Factors  that  might  cause  such a difference include, but are not
limited  to,  the  risks  identified in the respective documents incorporated by
reference.  You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement.  We have authorized no
one  to  provide  you with different information.  We are not making an offer of
these  securities in any state where the offer is not permitted.  You should not
assume  that  the information in this prospectus or the prospectus supplement is
accurate  as  of  any  date  other  than  the date on the front of the document.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     Not  applicable.

                                        2
ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Registrant's  Certificate  of  Incorporation  limits  the liability of
directors  to  the  maximum  extent  permitted  by  Delaware  law.  Delaware law
provides  that directors of a company will not be personally liable for monetary
damages  for breach of their fiduciary duties as directors, except for liability
(i)  for any breach of their duty of loyalty to the company or its stockholders,
(ii)  for  acts  or  omissions  not  in  good faith or which involve intentional
misconduct  or  a  knowing  violation  of  law,  (iii)  for unlawful payments of
dividends  or  unlawful stock repurchases or redemptions as  provided in Section
174  of  the  Delaware General Corporation Law, or (iv) for any transaction from
which  the  director  derived  an  improper  personal  benefit.

     The  Registrant's  Bylaws  provide  that the Registrant shall indemnify its
officers  and  directors and may indemnify its employees and other agents to the
fullest  extent  permitted  by law. The Registrant believes that indemnification
under  its Bylaws covers at least negligence and gross negligence on the part of
indemnified  parties. The Registrant's Bylaws also permit it to secure insurance
on  behalf  of  any officer, director, employee or other agent for any liability
arising  our  of  his or her actions in such capacity, regardless of whether the
Bylaws  would  permit  indemnification.

     The  Registrant  has entered into agreements to indemnify its directors and
officers,  in  addition  to the indemnification provided for in the Registrant's
Bylaws.  These  agreements,  among  other  things,  indemnify  the  Registrant's
directors  and  officers  for  certain  expenses  (including  attorneys'  fees),
judgments,  fines  and  settlement  amounts  incurred  by any such person in any
action or proceeding, including any action by or in the right of the Registrant,
arising  out  of  such  person's  services  as  a  director  or  officer  of the
Registrant,  any subsidiary of the Registrant or any other company or enterprise
to  which  the  person  provides  services at the request of the Registrant. The
Registrant  believes  that  these  provisions  and  agreements  are necessary to
attract  and  retain  qualified  persons  as  directors  and  officers.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.  EXHIBITS.
EXHIBIT
NUMBER   DESCRIPTION
-------  -----------------------------------------------------------------------------------------------
4.1  2000 Employee Stock Purchase Plan (as amended effective November 18, 2004)
    5.1  Opinion of Wilson Sonsini Goodrich & Rosati, PC, as to legality of securities being registered.
   23.1  Consent of Independent Registered Public Accounting Firm.
   23.2  Consent of Counsel (contained in Exhibit 5.1).
   24.1  Power of Attorney (see page 5).
3
ITEM  9.  UNDERTAKINGS.

     (a)     The  undersigned  registrant  hereby  undertakes:

     (1)  To  file, during any period in which offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement  or  any material change to such information in the
registration  statement.

     (2) That, for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b)     The  undersigned registrant hereby undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant  to section 13(a) or section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
registration  statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

     (h)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  registrant pursuant to the foregoing provisions, or otherwise,
the  registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission, such indemnification is against public policy as expressed
in  the  Act  and  is,  therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by it is against public policy as expressed in the Act and will
be  governed  by  the  final  adjudication  of  such  issue.

                                        4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Irvine, State of California, on this December 3,
2004.

LANTRONIX,  INC.
By:     /s/  Marc  H.  Nussbaum
        --------------------------------
        Marc  H.  Nussbaum
        Chief  Executive  Officer

                                POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each person whose signature
appears  below  constitutes and appoints Marc H. Nussbaum and James W. Kerrigan,
jointly  and  severally,  as  his/her  attorneys-in-fact, each with the power of
substitution,  for  him/her in any and all capacities, to sign any amendments to
this  Registration  Statement  on  Form S-8, 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 each of said
attorneys-in-fact,  or  his/her 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  dates  indicated:

Signature                            Title                    Date
-----------------------  -----------------------------  -----------------

/s/ Marc H. Nussbaum     President and Chief            December 3, 2004
--------------------     Executive Officer (Principal
Marc H. Nussbaum         Executive Officer)

/s/ James W. Kerrigan    Chief Financial Officer        December 3, 2004
--------------------     (Principle Financial Officer
James W. Kerrigan        and Accounting Officer)

/s/ H.K. Desai           Chairman of the Board of       December 3, 2004
--------------------     Directors
H.K. Desai

/s/ Kathryn Braun Lewis  Director                       December 3, 2004
--------------------
Kathryn Braun Lewis

/s/ Howard T. Slayen     Director                       December 3, 2004
--------------------
Howard T. Slayen

/s/ Thomas W. Burton     Director                       December 3, 2004
--------------------
Thomas W. Burton

                                        5
EXHIBIT INDEX
EXHIBIT
NUMBER   DESCRIPTION
-------  -----------------------------------------------------------------------------------------------
4.1  2000 Employee Stock Purchase Plan (as amended effective November 18, 2004)
    5.1  Opinion of Wilson Sonsini Goodrich & Rosati, PC, as to legality of securities being registered.
   23.1  Consent of Independent Registered Public Accounting Firm.
   23.2  Consent of Counsel (contained in Exhibit 5.1).
   24.1  Power of Attorney (see page 5).

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