As filed with the Securities and Exchange Commission on February 21, 2003
                                                   Registration  No.  333-

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

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

                                    FORM  S-8
                             REGISTRATION  STATEMENT
                                      Under
                           The  Securities  Act  of  1933

                                 LANTRONIX,  INC.
             (Exact  name  of  Registrant  as  specified  in  its  charter)

           Delaware                                    33-0362767
 (State or other jurisdiction of         (I.R.S. Employer Identification Number)
 incorporation  or  organization)

                             15353  Barranca  Parkway
                            Irvine,  California  92618
                    (Address  of  principal  executive  offices)

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

                                 2000  STOCK  PLAN

                        2000  EMPLOYEE  STOCK  PURCHASE  PLAN

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

                                  Marc Nussbaum
                        Interim Chief Executive Officer
                                 LANTRONIX,  INC.
                             15353  Barranca  Parkway
                            Irvine,  California  92618
                                 (949)  453-3990
            (Name,  address  and  telephone  number  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

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

<PAGE>


                         CALCULATION  OF  REGISTRATION  FEE

<TABLE>
<CAPTION>

=========================================================================================
Title of each                      Proposed maximum  Proposed maximum
class of securities  Amount to be  offering price    aggregate offering  Amount of
To be registered     registered    per share (1)     price               registration fee

-----------------------------------------------------------------------------------------
<S>                  <C>           <C>               <C>                 <C>
2000 Stock Plan,     2,000,000     $0.80             $1,600,000.00       $147.20
Common Stock,
$0.0001 par value

-----------------------------------------------------------------------------------------
2000 Employee Stock    150,000     $0.80             $  120,000.00       $ 11.04
Purchase Plan,
Common Stock,
$0.0001 par value
-----------------------------------------------------------------------------------------

(1)  The  Proposed  Maximum  Offering  Price  Per  Share  has  been estimated in
     accordance  with  Rule 457(h) under the Securities Act of 1933, as amended,
     solely for the purpose of computing the amount of the registration fee. the
     amount  of  the  filing  fee,  calculated in accordance with the Securities
     Exchange  Act  of  1934,  as amended, equals $92 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  February  20, 2003 because the price at which the options to be
     granted  in  the  future  may  be  exercised is not currently determinable.


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

<PAGE>


                                     PART  II

               INFORMATION  REQUIRED  IN  THE  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 Stock Plan and 2000
Employee  Stock  Purchase Plan as a result of certain automatic annual increases
in  the  number  of authorized shares for issuance under the plans. The original
offer  and  sale  of 1,750,000 shares of common stock issuable under these plans
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,  2002,  filed  pursuant  to  Section  13  of  the  Exchange  Act.

(b)  The  Registrant's  Quarterly  Reports  on Form 10-Q for the fiscal quarters
     ended  September  30,  2002  and  December  31,  2002, and the Registrant's
     Current  Reports on Form 8-K filed on December 3, 2002 and January 31, 2003
     filed  pursuant  to  Section  13  of  the  Exchange  Act.

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

Item  4.  Description  of  Securities

        Not  applicable.

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.

                                      II-1
<PAGE>


     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

     The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof,  or  incorporated  by  reference  into this Registration Statement. (See
Exhibit  Index  below)

Item  9.  Undertakings

       (a)  (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,  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,  each  filing  of  the
registrant's  annual  report  pursuant  to section 13(a) or section 15(d) of the
Exchange  Act  (and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  section  15(d)  of  the  Exchange  Act)  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  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.

                                      II-2
<PAGE>


                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in  the City  of  Irvine, State of California, on February 20, 2003.

                                   LANTRONIX,  INC.

                                   By:
                                      /S/Marc Nussbaum
                                      ___________________________________
                                      Marc Nussbaum
                                      Interim  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,  his  attorneys-in-fact,  each  with  the  power  of
substitution,  for him 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 substitute or substitutes, may do or cause to be done
by  virtue  hereof.

     Pursuant  to  the  requirements  of  the  Securities Act, 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     Interim President and Chief    February 20, 2003
-----------------------  Executive Officer (Principal
Marc H. Nussbaum         Executive Officer)


/s/ James W. Kerrigan    Interim Chief Financial        February 20, 2003
-----------------------  Officer (Principle Financial
James W. Kerrigan        and Accounting Officer)


/s/ H.K. Desai           Chairman of the Board of       February 20, 2003
-----------------------  Directors
H.K. Desai

/s/ Kathryn Braun Lewis  Director                       February 20, 2003
-----------------------
Kathryn Braun Lewis


/s/ Howard T. Slayen     Director                       February 20, 2003
-----------------------
Howard T. Slayen


/s/ Thomas W. Burton     Director                       February 20, 2003
-----------------------
Thomas W. Burton


                                      II-3
<PAGE>


                                LANTRONIX, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                  EXHIBIT INDEX


  Exhibit
  Number                                                Description
-------------------------------------------------------------------------------

    4.1      2000  Stock  Plan,  as  amended  on  November  9,  2001 and
             February 20, 2003

    4.2      Amendment I to the 2000 Stock Plan, adopted by the Board of
             Directors on January 3, 2003

    4.3*     2000  Employee  Stock  Purchase  Plan

    5.1      Opinion of  Wilson  Sonsini  Goodrich  &  Rosati,  P.C., as to the
             legality  of  securities  being registered

   23.1      Consent  of  Independent  Auditors

   23.2      Consent  of  Counsel  (contained  in  Exhibit  5.1)

   24.1      Power  of  Attorney  (see  Page  II-3)

__________________________

*    Incorporated  by  reference  to  the  exhibit  filed  with the Registrant's
     registration  filed with the Securities and Exchange Commission on June 13,
     2000.
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "description": "STOCK PLANS", "secsgml_size_bytes": 15890}]
{"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": "333-103395", "film-number": "03576647"}, "business-address": {"street1": "15353 BARNANCA PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "9494533990"}, "mail-address": {"street1": "15353 BARNANCA PARKWAY", "city": "IRVINE", "state": "CA", "zip": "92618"}}
As filed with the Securities and Exchange Commission on February 21, 2003
                                                   Registration  No.  333-

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

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

                                    FORM  S-8
                             REGISTRATION  STATEMENT
                                      Under
                           The  Securities  Act  of  1933

                                 LANTRONIX,  INC.
             (Exact  name  of  Registrant  as  specified  in  its  charter)

           Delaware                                    33-0362767
 (State or other jurisdiction of         (I.R.S. Employer Identification Number)
 incorporation  or  organization)

                             15353  Barranca  Parkway
                            Irvine,  California  92618
                    (Address  of  principal  executive  offices)

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

                                 2000  STOCK  PLAN

                        2000  EMPLOYEE  STOCK  PURCHASE  PLAN

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

                                  Marc Nussbaum
                        Interim Chief Executive Officer
                                 LANTRONIX,  INC.
                             15353  Barranca  Parkway
                            Irvine,  California  92618
                                 (949)  453-3990
            (Name,  address  and  telephone  number  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 each                      Proposed maximum  Proposed maximum
class of securities  Amount to be  offering price    aggregate offering  Amount of
To be registered     registered    per share (1)     price               registration fee

-----------------------------------------------------------------------------------------
2000 Stock Plan,     2,000,000     $0.80             $1,600,000.00       $147.20
Common Stock,
$0.0001 par value

-----------------------------------------------------------------------------------------
2000 Employee Stock    150,000     $0.80             $  120,000.00       $ 11.04
Purchase Plan,
Common Stock,
$0.0001 par value
-----------------------------------------------------------------------------------------

(1)  The  Proposed  Maximum  Offering  Price  Per  Share  has  been estimated in
     accordance  with  Rule 457(h) under the Securities Act of 1933, as amended,
     solely for the purpose of computing the amount of the registration fee. the
     amount  of  the  filing  fee,  calculated in accordance with the Securities
     Exchange  Act  of  1934,  as amended, equals $92 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  February  20, 2003 because the price at which the options to be
     granted  in  the  future  may  be  exercised is not currently determinable.

=========================================================================================
PART  II

               INFORMATION  REQUIRED  IN  THE  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 Stock Plan and 2000
Employee  Stock  Purchase Plan as a result of certain automatic annual increases
in  the  number  of authorized shares for issuance under the plans. The original
offer  and  sale  of 1,750,000 shares of common stock issuable under these plans
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,  2002,  filed  pursuant  to  Section  13  of  the  Exchange  Act.

(b)  The  Registrant's  Quarterly  Reports  on Form 10-Q for the fiscal quarters
     ended  September  30,  2002  and  December  31,  2002, and the Registrant's
     Current  Reports on Form 8-K filed on December 3, 2002 and January 31, 2003
     filed  pursuant  to  Section  13  of  the  Exchange  Act.

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

Item  4.  Description  of  Securities

        Not  applicable.

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.

                                      II-1
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

     The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof,  or  incorporated  by  reference  into this Registration Statement. (See
Exhibit  Index  below)

Item  9.  Undertakings

       (a)  (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,  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,  each  filing  of  the
registrant's  annual  report  pursuant  to section 13(a) or section 15(d) of the
Exchange  Act  (and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  section  15(d)  of  the  Exchange  Act)  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  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.

                                      II-2
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in  the City  of  Irvine, State of California, on February 20, 2003.

                                   LANTRONIX,  INC.

                                   By:
                                      /S/Marc Nussbaum
                                      ___________________________________
                                      Marc Nussbaum
                                      Interim  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,  his  attorneys-in-fact,  each  with  the  power  of
substitution,  for him 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 substitute or substitutes, may do or cause to be done
by  virtue  hereof.

     Pursuant  to  the  requirements  of  the  Securities Act, 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     Interim President and Chief    February 20, 2003
-----------------------  Executive Officer (Principal
Marc H. Nussbaum         Executive Officer)

/s/ James W. Kerrigan    Interim Chief Financial        February 20, 2003
-----------------------  Officer (Principle Financial
James W. Kerrigan        and Accounting Officer)

/s/ H.K. Desai           Chairman of the Board of       February 20, 2003
-----------------------  Directors
H.K. Desai

/s/ Kathryn Braun Lewis  Director                       February 20, 2003
-----------------------
Kathryn Braun Lewis

/s/ Howard T. Slayen     Director                       February 20, 2003
-----------------------
Howard T. Slayen

/s/ Thomas W. Burton     Director                       February 20, 2003
-----------------------
Thomas W. Burton

                                      II-3
LANTRONIX, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                  EXHIBIT INDEX

  Exhibit
  Number                                                Description
-------------------------------------------------------------------------------

    4.1      2000  Stock  Plan,  as  amended  on  November  9,  2001 and
             February 20, 2003

    4.2      Amendment I to the 2000 Stock Plan, adopted by the Board of
             Directors on January 3, 2003

    4.3*     2000  Employee  Stock  Purchase  Plan

    5.1      Opinion of  Wilson  Sonsini  Goodrich  &  Rosati,  P.C., as to the
             legality  of  securities  being registered

   23.1      Consent  of  Independent  Auditors

   23.2      Consent  of  Counsel  (contained  in  Exhibit  5.1)

   24.1      Power  of  Attorney  (see  Page  II-3)

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*    Incorporated  by  reference  to  the  exhibit  filed  with the Registrant's
     registration  filed with the Securities and Exchange Commission on June 13,
     2000.