SCHEDULE 14A
                                 (RULE 14A-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate  box:

[X] Preliminary proxy statement

[ ] Definitive proxy statement
                                [ ] Confidential, For Use of the Commission Only
                                   (as permitted by 14a-6(e)(2))

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12


                               LANTRONIX,  INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

Payment of filing fee (Check the appropriate box):

[X]  No  fee  required

[ ]  Fee  computed  on  table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     (1)  Title  of  each  class  of  securities  to  which transaction applies:

     (2)  Aggregate  number  of  securities  to  which  transaction  applies:

     (3)  Per  unit  price  or  other  underlying  value of transaction computed
          pursuant  to Exchange Act Rule 0-11 (set forth the amount on which the
          filing  fee  is  calculated  and  state  how  it  was  determined):

     (4)  Proposed  maximum  aggregate  value  of  transaction:

     (5)  Total  fee  paid:

[ ]       Check box if any part of the fee is offset as provided by Exchange Act
          Rule  0-11(a)(2)  and identify the filing for which the offsetting fee
          was  paid  previously.  Identify  the  previous filing by registration
          statement  number, or the form or schedule and the date of its filing.

     (1)  Amount  previously  paid:

     (2)  Form,  schedule  or  registration  statement  no.:

     (3)  Filing  party:

     (4)  Date  filed:



                                 LANTRONIX, INC.
                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON NOVEMBER 12, 2002
                             9:00 A.M. PACIFIC TIME

TO THE STOCKHOLDERS OF LANTRONIX, INC.:

     NOTICE  IS  HEREBY  GIVEN  that  the  Annual  Meeting  of  Stockholders  of
Lantronix,  Inc.,  a  Delaware  corporation  (the  "Company"),  will  be held on
TUESDAY,  NOVEMBER  12,  2002,  at  9:00  a.m.,  Pacific  Time, at the corporate
headquarters  of  Lantronix,  Inc. at 15353 Barranca Parkway, Irvine, CA  92618,
for  the  following  purposes:

     1.   To  elect  one  (1) director to serve until the 2005 Annual Meeting of
          Stockholders;

     2.   To ratify the appointment of Ernst & Young LLP as independent auditors
          of  the  Company  for  the  year  ending  June  30,  2003;  and

     3.   To  authorize the Board of Directors to approval a reverse stock split
          in  the  Common  Stock  of  the  Company  if  the  Board  of Directors
          determines such action is in the best interest of the Company in order
          to  satisfy requirements for the Company's securities to remain listed
          on  Nasdaq  Markets  and  to  amend  the  Company's  Certificate  of
          Incorporation  accordingly;  and

     4.   To  transact  such  other  business  as  may  properly come before the
          meeting  or  any  adjournment(s)  thereof.

     The  foregoing  business  items  are  more fully described in the following
pages  which  are made part of this Notice.  Stockholders of record at the close
of  business  on  Friday,  September 27, 2002, may attend and vote at the Annual
Meeting.  If  you  will  not  be attending the meeting, we request you vote your
shares  as  promptly  as possible.  You may be eligible to vote your shares in a
number  of  ways.  You  may  mark your votes, date, sign and return the Proxy or
voting  instruction  form  in  the  postage-prepaid  envelope  enclosed for that
purpose.  Any  stockholder attending the meeting may vote in person, even if he,
she  or  it  has  already  returned  a  Proxy.

H.K.  Desai
Chairman
Board  of  Directors

Irvine,  California
October  15,  2002

IMPORTANT:  WHETHER  YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO
PROMPTLY  COMPLETE,  SIGN,  DATE,  AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED.



                                 LANTRONIX, INC.
                             CORPORATE HEADQUARTERS
                             15353 BARRANCA PARKWAY
                            IRVINE, CALIFORNIA 92618
                                 (949) 453-3990
                              _____________________

             PROXY STATEMENT FOR 2002 ANNUAL MEETING OF STOCKHOLDERS
                              _____________________

     The  enclosed  Proxy  is  solicited  on  behalf  of  Lantronix,  Inc.  (the
"Company")  for use at the Annual Meeting of Stockholders (the "Annual Meeting")
to  be  held on Tuesday, November 12, 2002, at 9:00 a.m., local time, and at any
adjournment(s)  thereof,  for  the  purposes  set  forth  herein  and  in  the
accompanying  Notice of Annual Meeting of Stockholders.  The Annual Meeting will
be  held  at  the corporate office of Lantronix, Inc. at 15353 Barranca Parkway,
Irvine,  CA  92618.

These  proxy  solicitation  materials, which include the Proxy Statement, Proxy,
and  Form  10-K,  were  first  mailed  on  or  about  October  15,  2002, to all
stockholders  entitled  to  vote  at  the  Annual  Meeting.

                 INFORMATION CONCERNING SOLICITATION AND VOTING

RECORD  DATE

     Stockholders  of record at the close of business on September 27, 2002 (the
"Record  Date")  are entitled to notice of the Annual Meeting and to vote at the
Annual  Meeting.  Presence  in person or by Proxy of a majority of the shares of
common stock outstanding on the Record Date is required for a quorum.  As of the
close  of  business  on  the Record Date, 54,433,953 Shares of Common Stock, par
value  of $0.0001 per share, were issued and outstanding and were the only class
of  voting  securities  outstanding.

REVOCABILITY  OF  PROXIES

     Properly  executed  and  unrevoked  proxies received by the Company will be
voted  at the Annual Meeting in accordance with the instructions thereon.  Where
no  instructions  are  specified,  the  proxies  will  be  voted in favor of all
proposals  set  forth  in  the  Notice  of  Meeting.

     Any person giving a proxy in response to this solicitation has the power to
revoke  it  at any time before it is voted. Proxies may be revoked by any of the
following  actions:


     -    filing  a  written  notice  of  revocation  with  our Secretary at our
          principal executive office (15353 Barranca Parkway, Irvine, California
          92618).

     -    filing  with  our  Secretary  at our principal executive office (15353
          Barranca  Parkway, Irvine, California 92618) a properly executed proxy
          showing  a  later  date;  or

     -    attending  the  meeting  and  voting  in  person  by  ballot.


                                        1

OUR  VOTING  RECOMMENDATIONS

     The  Board  of  Directors  recommends  that  you  vote:

     -    "FOR" the Nominee to serve as a director until the 2005 Annual Meeting
          of  Stockholders;

     -    "FOR"  the  ratification  of  the  appointment of Ernst & Young LLP as
          independent auditors of the Company for the year ending June 30, 2003;
          and

     -    "FOR"  authorizing  the Board of Directors to approval a reverse stock
          split  in  the  Common  Stock of the Company if the Board of Directors
          determines such action is in the best interest of the Company in order
          to  satisfy requirements for the Company's securities to remain listed
          on  Nasdaq  Markets  and  authorization  for the Board of Directors to
          amend  the  Company's  Certificate of Incorporation in accordance with
          such  action.

VOTING  AND  SOLICITATION

     Each  share of Common Stock outstanding on the Record Date of September 27,
2002,  will  be  entitled  to  one  vote  on all matters presented at the Annual
Meeting.  Stockholders  do  not  have  the  right to cumulate their votes in the
election  of  directors.

     Shares  of  Common  Stock  represented  by  properly  dated,  executed, and
returned  Proxies  will,  unless  such  Proxies have been previously revoked, be
voted  in accordance with the instructions indicated thereon.  In the absence of
specific  instructions to the contrary, properly executed proxies will be voted:
(i)  FOR the election of each of the Company's nominee(s) for director; (ii) FOR
the ratification of the appointment of Ernst & Young LLP as independent auditors
of  the Company for the year ending June 30, 2003, and (iii) FOR a reverse-split
in  the common stock of the Company if needed to satisfy Nasdaq requirements for
the  Company's  securities  to  remain listed on the Nasdaq National Market.  No
business  other than that set forth in the accompanying Notice of Annual Meeting
of Stockholders is expected to come before the Annual Meeting.  Should any other
matter requiring a vote of stockholders properly arise, the persons named in the
enclosed  form  of  proxy  will  vote  such  proxy  in  accordance  with  the
recommendation  of  the  Board  of  Directors.

     We  will  pay  the costs of soliciting Proxies from stockholders, including
the preparation, assembly, printing and mailing of proxy solicitation materials.
We  will  provide  copies  of solicitation materials to banks, brokerage houses,
fiduciaries  and  custodians  holding  in  their  names  shares  of Common Stock
beneficially owned by others to forward these materials to the beneficial owners
of  Common  Stock.  We  may  reimburse  brokerage  firms  and other such persons
representing  beneficial owners of Common Stock for their expenses in forwarding
solicitation  materials  to such beneficial owners.  Proxies may be solicited by
certain  of  the  directors,  officers  and  employees  of  the Company, without
additional  compensation,  personally  or  by  telephone,  telegram,  letter  or
facsimile.

QUORUM;  ABSTENTIONS;  BROKER  NON-VOTES

     The  required  quorum for the transaction of business at the Annual Meeting
is  a  majority  of the votes eligible to be cast by holders of shares of Common
Stock issued and outstanding on the Record Date.  Shares that are voted "FOR" or
"AGAINST"  a  matter are treated as being present at the meeting for purposes of
establishing  a  quorum  and  are also treated as shares entitled to vote at the
Annual  Meeting  (the  "Votes  Cast")  with  respect  to  such  matter.

     Although there is no definitive statutory or case law authority in Delaware
as to the proper treatment of abstentions, the Company believes that abstentions
should  be  counted for purposes of determining both (i) the presence or absence
of  a  quorum for the transaction of business and (ii) the total number of Votes
Cast  with  respect to a proposal (other than the election of directors). In the
absence  of  controlling precedent to the contrary, the Company intends to treat
abstentions  in  this manner. Accordingly, abstentions will have the same effect
as  a  vote  against  the  proposal.


                                        2

     In  a  1988 Delaware case, Berlin v. Emerald Partners, the Delaware Supreme
Court  held  that,  while  broker non-votes should be counted for the purpose of
determining the presence or absence of a quorum for the transaction of business,
broker non-votes should not be counted for purposes of determining the number of
Votes  Cast  with  respect  to  the  particular proposal on which the broker has
expressly  not voted. Accordingly, the Company intends to treat broker non-votes
in  this  manner.  Thus,  a  broker  non-vote will not affect the outcome of the
voting  on  a  proposal.

                  DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

     Stockholders may submit proposals that they believe should be voted upon at
the  Annual  Meeting or nominate persons for election to our Board of Directors.
Pursuant  to  Rule  14a-8  under the Securities Exchange Act of 1934, as amended
("Rule  14a-8"), some stockholder proposals may be eligible for inclusion in our
2003  Proxy  Statement.  Any  such  stockholder  proposals  must be submitted in
writing  to  the  attention  of  the  Secretary, Lantronix, Inc., 15353 Barranca
Parkway, Irvine, California 92618, no later than June 14, 2003 or the date which
is  120 calendar days prior to the anniversary of the mailing date of this Proxy
Statement.  Stockholders interested in submitting such a proposal are advised to
contact  knowledgeable legal counsel with regard to the detailed requirements of
applicable  securities  laws.  The submission of a stockholder proposal does not
guarantee  that  it  will  be  included  in  our  2003  Proxy  Statement.

     Alternatively,  under  our  Bylaws,  a  proposal  or  a nomination that the
stockholder  does  not  seek  to include in our 2003 Proxy Statement pursuant to
Rule  14a-8 may be submitted in writing to the Secretary, Lantronix, Inc., 15353
Barranca  Parkway,  Irvine,  California  92618,  for  the 2003 Annual Meeting of
Stockholders.  Such  proposal  or  nomination must be delivered to or mailed and
received at the principal executive offices of the Company not less than 60 days
nor  more  than  120  days  prior to the date of the 2003 Annual Meeting.  Note,
however,  that  in the event we provide less than 70 days notice or prior public
disclosure  to  stockholders  of  the  date  of  the  2003  Annual  Meeting, any
stockholder  proposal or nomination not submitted pursuant to Rule 14a-8 must be
submitted  to us not later than the close of business on the tenth day following
the  day  on  which  notice of the date of the 2003 Annual Meeting was mailed or
public  disclosure  was  made.  For  example,  if  we provide notice of our 2003
Annual  Meeting  on September 9, 2003, for a 2003 Annual Meeting on November 10,
2003,  any  such proposal or nomination will be considered untimely if submitted
to  us after September 19, 2003.  For purposes of the above, "public disclosure"
means  disclosure  in  a  press  release reported by the Dow Jones News Service,
Associated  Press  or  a  comparable  national  news  service,  or in a document
publicly  filed  by  us with the Securities and Exchange Commission (the "SEC").
As  described  in  our  Bylaws,  the stockholder submission must include certain
specified  information  concerning  the proposal or nominee, as the case may be,
and  information  as  to  the stockholder's ownership of our common stock.  If a
stockholder  gives  notice  of  such  proposal  after  the  deadline computed in
accordance  with  our Bylaws (the "Bylaw Deadline"), the stockholder will not be
permitted  to  present  the  proposal to the stockholders for a vote at the 2003
Annual  Meeting.

     The  rules of the SEC also establish a different deadline for submission of
stockholder  proposals  that  are  not  intended  to  be  included  in our Proxy
Statement  with  respect  to  discretionary  voting  (the  "Discretionary  Vote
Deadline").  The  Discretionary  Vote  Deadline  for  the 2003 Annual Meeting is
August  27, 2003, or the date which is 45 calendar days prior to the anniversary
of  the  mailing  date of this Proxy Statement. If a stockholder gives notice of
such a proposal after the Discretionary Vote Deadline, our Proxy holders will be
allowed  to  use  their  discretionary  voting  authority  to  vote  against the
stockholder  proposal  when and if the proposal is raised at the Annual Meeting.

     Because  the  Bylaw  Deadline  is  not capable of being determined until we
publicly  announce the date for our 2003 Annual Meeting, it is possible that the
Bylaw  Deadline may occur after the Discretionary Vote Deadline. In such a case,
a  proposal  received after the Discretionary Vote Deadline but before the Bylaw
Deadline  would  be  eligible  to be presented at the 2003 Annual Meeting and we
believe  that  our  Proxy  holders  at  such meeting would be allowed to use the
discretionary  authority  granted  by  the Proxy to vote against the proposal at
such  meeting  without  including  any  disclosure  of the proposal in the Proxy
Statement  relating  to  such  meeting.

     We  have  not been notified by any stockholder of his, her or its intent to
present  a  stockholder  proposal from the floor at the 2002 Annual Meeting. The
enclosed  Proxy  grants the Proxy holders discretionary authority to vote on any
matter  properly  brought  before  the  2002  Annual  Meeting,  including  any
stockholder  proposals received between the date of this Proxy Statement and the
Bylaw  Deadline  for  the 2002 Annual Meeting, which is October 21, 2002, or the
date  which  is ten calendar days after the date this Proxy Statement is mailed.


                                        3

CERTAIN  FINANCIAL  INFORMATION  AND  CERTIFICATIONS

     Please  take  note  that  the  Company's  financial  statements and related
information  as  well as the required certifications as promulgated by the newly
enacted  Sarbanes-Oxley  Act  are as set forth in its Annual Report on Form 10-K
filed  with  the  Securities and Exchange Commission on October 3, 2002, and are
incorporated herein by this reference.  A copy of the Annual Report on Form 10-K
is  enclosed  with  this  Proxy  Statement.


                                        4

                                  PROPOSAL ONE

                              ELECTION OF DIRECTORS
NOMINEE

     Our  Board  of  Directors  is  currently composed of four (4) members.  Our
Certificate  of  Incorporation  and  Bylaws  provide that the Board of Directors
shall  be  divided  into  three  classes,  with  each  class  serving  staggered
three-year  terms.  The  first class consists of two directors, the second class
consists  of  one  director  and  the  third  class  consists  of  one director.
Directors  Howard T. Slayen and H.K. Desai are the Class I directors whose terms
expire at the 2004 Annual Meeting of Stockholders.  Director THOMAS W. BURTON is
the  Class  II  director  whose  term  expires  at  the  2002  Annual Meeting of
Stockholders  and  thus  is  nominated  for reelection (the "Nominee").  Kathryn
Braun  Lewis  is  the  Class  III director whose term expires at the 2003 Annual
Meeting.  All  of  the  directors, including the Class II Nominee, are incumbent
directors.  There  are  no family relationships among any directors or executive
officers,  including  the  Nominee.

     The  term of each of class of directors expires at the third annual meeting
following  the  date of expiration described above. A director elected to fill a
vacancy  (including a vacancy created by an increase in the size of the Board of
Directors) will serve for the remainder of the term of the class of directors in
which  the  vacancy  occurred  and  until  his  or  her successor is elected and
qualified.  If  elected  at the Annual Meeting, the Class II Nominee would serve
until  the  2005  annual  meeting  and  until  his  successor is elected and has
qualified,  or  until  his  earlier  death,  resignation  or  removal.

     Unless otherwise instructed, the holders of Proxies solicited by this Proxy
Statement  will  vote  the  Proxies  received  by them for the Class II Nominee.
Directors  are  elected  by  a  plurality  (excess  of  votes cast over opposing
nominees) of the votes present in person or represented by proxy and entitled to
vote  at  the  meeting.  Shares  represented by signed proxies will be voted, if
authority to do so is not withheld, for the election of the nominee named below.
In  the  event  that any nominee is unable or declines to serve as a director at
the  time  of  the  Annual  Meeting,  the  Proxy holders will vote for a nominee
designated  by  the  present  Board of Directors to fill the vacancy. We are not
aware  of any reason that the Nominee will be unable or will decline to serve as
a  director.  The Board of Directors recommends a vote "FOR" the election of the
Nominee.

     The  names of the members of our Board of Directors, including the Class II
Nominee,  their  ages  as  of  September 27, 2002, and certain information about
them,  are  set forth below.  Mr. Desai, Mr. Burton and Mr. Slayen are currently
members of the Audit Committee, Compensation Committee and Nominating Committee.

Name                  Age   Position(s)
--------------------  ----  ----------------------------------

H. K. Desai            56   Chairman of the Board of Directors
Thomas W. Burton (1)   56   Director
Kathryn Braun Lewis    51   Director
Howard T. Slayen       55   Director

(1)  Denotes  Nominee  for  election  at  2002 Annual Meeting of Stockholders

     H. K. Desai was elected Chairman of the Board of Directors on May 29, 2002.
He  has  served as a director on the Board of Directors since October 2000.  Mr.
Desai  is currently the Chief Executive Officer of QLogic Corporation, a company
that provides end-to-end connectivity for the SAN.  From 1995 to 1996, Mr. Desai
was the President and Chief Technical Officer of QLogic.  From 1990 to 2002, Mr.
Desai  served  on  the  board  of  Microsemi  Corporation,  a supplier of analog
integrated  circuits  and  power  and  signal  discrete  semiconductors.


                                        5

     Thomas  W.  Burton  has  been  a member of our Board of Directors since our
inception  in  1989.  Mr.  Burton  is  an  attorney and has operated his own law
office,  Thomas W. Burton, PLC since June 1999.  From January 1994 to June 1999,
Mr.  Burton  served  with  the  law  firm  of  Cummins  &  White  LLP.

     Kathryn  Braun Lewis was elected to the Board of Directors in October 2002.
She  currently serves on the Board of Directors of Artisoft, Inc., a producer of
computerized telephony solutions. She is also on the Board of Directors of Share
Our  Selves  and THINK Together, both Orange County charities. Ms. Lewis retired
from  Western  Digital  in  1998.  During  her  eighteen-year  tenure at Western
Digital,  she  was  promoted  from various management and executive positions to
President and Chief Operating Officer of the Personal Storage Division (PSD) and
was responsible for the worldwide operations including research and development,
manufacturing,  and  marketing  of  the  world's second largest supplier of hard
drives  for  personal  computers.

     Howard T. Slayen was elected to the Board of Directors in August 2000. From
June  2001  to  present,  Mr.  Slayen  has  been providing independent financial
consulting services to various organizations and clients. From September 1999 to
May 2001, Mr. Slayen was Executive Vice President and Chief Financial Officer of
Quaartz Inc., a web-hosted communications business. From 1971 to September 1999,
Mr.  Slayen held various positions with PricewaterhouseCoopers/Coopers & Lybrand
including  his  last  position  as  Corporate  Finance  Partner.

BOARD  MEETINGS  AND  COMMITTEES

     The  Board  of  Directors of the Company held a total of seven (7) meetings
during  the fiscal year ended June 30, 2002. Each director is expected to attend
each  meeting of the Board of Directors and those Committees on which he serves.
Certain  matters  were approved by the Board of Directors, or a Committee of the
Board  of  Directors,  by  unanimous written consent. The Board of Directors has
three  standing  committees, the Audit Committee, the Compensation Committee and
the  Corporate Governance and Nominating Committee. Each Committee has a written
charter approved by the Board of Directors. No incumbent director attended fewer
than  75%  of  the aggregate of (i) the total number of meetings of the Board of
Directors  held  during the fiscal year ending June 30, 2002; and (ii) the total
number  of  meetings held by all committees of the Board of Directors during the
fiscal  year  ending  June  30,  2002,  on  which  such  person  served.




NAME OF COMMITTEE                                          NUMBER OF MEETINGS IN THE FISCAL
AND MEMBERS                FUNCTIONS OF THE COMMITTEE         YEAR ENDING JUNE 30, 2002
                                                     
AUDIT COMMITTEE        *Recommend selection of                                           10
Howard Slayen           independent public accountants
Thomas Burton           to Board of Directors;
H.K. Desai             *Review scope and results of
                        year-end audit with management
                        and independent auditors;
                       *Review Company's accounting
                        principals and system of internal
                        accounting controls

COMPENSATION COMMITTEE *Review and approve salaries,                                      6
Thomas Burton           bonuses, and other benefits
H.K. Desai              payable to the Company's
Howard Slayen           executive officers;
                       *Administer the Company's Stock
                        Option Plans

CORPORATE GOVERNANCE   *Oversee Chief Executive Officer                                  0*
AND NOMINATING          and senior management;
COMMITTEE              *Ensure directors take a
H.K. Desai              proactive, focused approach to
Thomas Burton           their positions;
Howard Slayen          *Set the highest standards of
                        responsibility and ethics.


     *    The  Corporate  Governance  and  Nominating  Committee  was created on
          August  16, 2002 and therefore was not in existence during fiscal year
          end  June  30,  2002.  The  charter  for  the Corporate Governance and
          Nominating  Committee  is  attached  hereto  as  Appendix  A.



                                        6

DIRECTOR  COMPENSATION

     Our directors receive $12,000 cash compensation annually for their services
as  directors.  A  committee  chair,  instead,  receives  $14,000 each year.  In
addition,  directors  receive  $1,000 for each meeting of the Board of Directors
they  attend  in  person.

     Members  of the Board of Directors who are not employees of the Company, or
any parent or subsidiary of the Company ("Non-Employee Directors"), are eligible
to  participate  in  the  Company's 2000 Stock Plan.  Under the 2000 Stock Plan,
Non-Employee  Directors  receive  annual, automatic, non-discretionary grants of
nonstatutory  stock  options.  Each Non-Employee Director automatically receives
an option to purchase 25,000 shares of the Company's common stock on the date he
or  she  first  becomes  a Non-Employee Director.  Thereafter, each Non-Employee
Director  automatically  receives  an  option  to  purchase 25,000 shares of the
Company's  common  stock  following  each  annual  meeting  of  the  Company's
stockholders,  if  immediately  after  such  meeting, he or she will continue to
serve  on  the  Board  and  has served on the Board for at least the preceding 6
months.  The  exercise  price for these options is 100% of the fair market value
of  the  Shares  on  the  date  of grant.  Also, these option have a term of ten
years,  provided,  however,  that  they  will  terminate  earlier  depending  on
different  circumstances.  Twelve  months  after the date of grant, 50% of these
options  vest.  The  balance  of  50% vest 1/24 per month each month thereafter,
until  vested in full, provided, however, the optionee continues to serve on the
Board  on  such  dates.  In  addition,  all  directors  are  eligible to receive
discretionary  grants  of  nonstatutory stock options under the 2000 Stock Plan.

     Except  as described above, directors do not receive any other compensation
for  their  services  as directors of the Company or as members of committees of
the Board of Directors.  There are no family relationships between directors and
executive  officers  of  the  Company.

VOTE  REQUIRED;  RECOMMENDATION  OF  BOARD  OF  DIRECTORS

     The  nominee  receiving  the  highest  number of affirmative votes shall be
elected  as  a  director.  Votes  withheld  from  any  director  are counted for
purposes  of determining the presence or absence of a quorum for the transaction
of  business  but  have  no  other  legal  effect  under  Delaware  law.

           THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
                           THE NOMINEE SET FORTH ABOVE


                                        7

                                  PROPOSAL TWO
               RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     The  Board  of  Directors  appointed  Ernst  & Young LLP as the independent
auditors  to  audit the consolidated financial statements of the Company for the
fiscal  year  ending  June  30,  2003.  We  are  submitting  our  selection  of
independent  auditors  for  ratification  by stockholders at our Annual Meeting.

     A  representative  of  Ernst  &  Young LLP is expected to be present at the
Annual  Meeting and will have the opportunity to make a statement if such person
desires to do so.  Such representative is expected to be available to respond to
appropriate  questions.

REQUIRED  VOTE;  RECOMMENDATION  OF  THE  BOARD  OF  DIRECTORS

     Ratification  of  the Board's appointment of Ernst & Young LLP requires the
affirmative vote of a majority of the votes cast.  In the event the stockholders
do  not  approve  the  selection  of  Ernst  & Young LLP, the appointment of the
independent  auditors  will  be  reconsidered  by the Board of Directors and the
Audit  Committee.  Even if the selection is ratified, the Board of Directors and
the Audit Committee, in their discretion, may change the appointment at any time
if  it  is  determined  that  such  a  change  would be in the best interests of
Lantronix  and  its  stockholders.

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL


                                        8

                                 PROPOSAL THREE

   AUTHORIZATION FOR  REVERSE SPLIT AND APPROVAL FOR AMENDMENT TO CERTIFICATE OF
                                  INCORPORATION

     The  Board  of Directors requests the approval of the shareholders to amend
the  Company's  Certificate  of  Incorporation for the purpose of effectuating a
reverse  stock split of the Company's outstanding common stock (a "Reverse Stock
Split")  and  the  authorization  for the Board of Directors to determine if and
when  to  effectuate  a  Reverse  Stock Split and the ratio of the Reverse Stock
Split.  As  of  the  Record  Date,  there were 54,433,953 shares of Common Stock
issued  and  outstanding.  The  authority  of  the Board to effectuate a Reverse
Stock Split would expire at the time of the 2003 Annual Meeting of Stockholders.

     It  is  advisable  to obtain the approval of the stockholders for a Reverse
Stock  Split  in  order  to  attempt to increase the trading price of the Common
Stock on The Nasdaq National Market on a per share basis.  Over the last several
months,  the  trading  price  of  shares  of the Common Stock has declined below
$1.00.  According  to  the  requirements  of  continued  listing  on  The Nasdaq
National  Market,  the  failure  to  maintain the trading price above $1.00 on a
consistent  basis  results in delisting of the Common Stock.  More specifically,
if  the Company's trading price does not exceed $1.00 prior to October 17, 2002,
the  Company is in jeopardy of delisting.  Consequently, the Company is applying
to  Nasdaq  to move to the Nasdaq SmallCap Market, which entitled the Company to
an  additional  ninety  (90)  day  grace  period to requalify for listing on the
National  Market.  During  this  grace  period, the Company maintains its Nasdaq
trading  symbol of "LTRX." One effect of moving to the Nasdaq SmallCap Market is
that not all newspaper or financial publications provide listing of the SmallCap
Market  compared  to  those  that  provide  the  National  Market  listings.
Furthermore, the Company might be characterized with other companies that do not
meet  the  higher  National Market listing requirements based on various factors
such  as  asset  profile  and  shareholder base.  Listing on the Nasdaq SmallCap
Market  for the requested grace period is only temporary, and if requalification
by  means  of  either  increased  share  price above $1.00 through either market
action  or  a  reverse  split is not achieved, the Company would be delisted and
would thereafter trade its securities on the Over The Counter Bulletin Board. If
the  Company  is  delisted,  its  "LTRX"  trading  symbol  would  change.

     The  Company's  Board  of  Directors  believes  delisting  could  harm  the
Company's  stockholders by reducing the marketability and the liquidity of their
shares.  If  a Reverse Stock Split were implemented, the number of shares of the
Common  Stock  owned by each stockholder would be reduced in the same proportion
as  the  reduction  in  the  total  number  of  shares  outstanding, so that the
percentage  of  the  outstanding  shares  owned by each stockholder would remain
unchanged,  but  the  trading  price  per  share  would  likely  increase.

     By  obtaining  authorization  from the shareholders, the Company's Board of
Directors  will  be  able  to  determine  the most appropriate time, if ever, to
effectuate  the  Reverse  Stock  Split,  by filing an amendment to the Company's
Certificate  of  Incorporation  in  the  form  attached  as  Appendix  B  (the
"Amendment").  When appropriate, the Company's Board of Directors will determine
whether  to  file  the  Amendment  based  on  factors  such as prevailing market
conditions  and  the  trading  price  of the Common Stock on The Nasdaq National
Market.  If  the  Board of Directors determines that a Reverse Stock Split is in
the  best  interests of the Company and its stockholders, it will then cause the
Company  to  take  the necessary steps to effect a Reverse Stock Split.  Because
market  conditions may change, the Board of Directors believes it is in the best
interests of shareholders that the shareholders authorize the Board of Directors
to  make the precise determination of the Reverse Stock Split ratio at the time,
if  any,  such  a  Reverse  Stock  Split  may  be  necessary.

     If  the  stockholders approve a Reverse Stock Split it may become effective
on  any  date  selected by the Board of Directors on or prior to the 2003 Annual
Meeting  of  Stockholders  but  in  no event later than such time. Moreover, the
Board  of  Directors  reserves  the  right,  even after stockholder approval, to
abandon  filing  of  the Amendment if such action is determined not to be in the
best  interests  of  the  Company  and  its  stockholders,  and thus forego this
proposal.  If  at  a future date the Board of Directors determines a stock split
would be prudent, it would again need to seek stockholder approval at that time.

     Accordingly,  the  Board  of  Directors  has  proposed  that  the Company's
stockholders  approve a Reverse Stock Split with a ratio to be determined by the
Board of Directors.  In determining the ratio to implement, if any, the Board of
Directors  will  assess  a  variety  of  factors, including, but not limited to,
analysis of general market conditions.  However, primary emphasis will be placed
on  the  trading price of the common stock on the days leading up to the date of
the  Reverse  Stock  Split.


                                        9

     A vote in favor of this proposal will be a vote for approval of the Reverse
Stock  Split  and  authorization for the Board to determine the ratio that is in
the  best  interest  of  the  Company.  The  proposal  also  gives  the Board of
Directors the discretion to abandon the Reverse Stock Split if the trading price
of  shares  of  the  common  stock  satisfy Nasdaq minimum trading price listing
requirements  or  if  market  or  other  conditions  or  circumstances  make
implementation of the Reverse Stock Split inadvisable as determined by the Board
of  Directors.  The  vote  required  for  approval  of  the  Reverse Stock Split
proposal  is  a  majority  of  the  outstanding  shares  of  the  common  stock.

REASONS  FOR  THE  REVERSE  STOCK  SPLIT

     The primary purpose of the Reverse Stock Split is to reduce the outstanding
shares  of the Common Stock into a smaller number of shares on a pro rata basis,
so  the  shares  will trade at a significantly higher price per share than their
recent trading prices.  Pursuant to Nasdaq listing requirements, the minimum bid
price of shares of the common stock must be at least $1.00 per share in order to
maintain  inclusion  on  The  Nasdaq  National Market.  The Company has received
notification  from  The  Nasdaq National Market that it is considering delisting
the  shares  of  the  Company  from  the  National  Market.

     The Company believes that the implementation of a Reverse Stock Split at an
appropriate  ratio  would  enable  shares of the Common Stock to trade above the
$1.00  minimum price.  The Company believes that continued listing of the Common
Stock  on The Nasdaq National Market is in the best interests of the Company and
its  stockholders.  Inclusion  on The Nasdaq National Market generally increases
liquidity.  Many  investors, particularly institutional investors, have policies
preventing  the  purchase  of  low-priced or non-exchange listed securities.  In
addition,  access to information regarding listed companies and their securities
is more readily available than with respect to non-listed companies.  Listing on
The  Nasdaq  National  Market may also result in lower spreads between the "bid"
and  "asked" prices quoted by market makers, thus reducing the cost to investors
of acquiring shares of Common Stock.  Delisting, and consequently trading on the
Over The Counter Bulletin Board, typically decreases marketability and liquidity
of  securities  and subjects the securities to a more unpredictable and volatile
environment  heavily  influenced  by  market  makers.

     Obtaining  stockholder  approval  of  a  Reverse Stock Split at this Annual
Meeting  of  Stockholders  would enable the Company to avoid the additional time
and  expense  of  holding a special meeting of stockholders (which could then be
too  late)  should  the  Board  of  Directors  determine  that it is in the best
interests of the Company's stockholders to implement a Reverse Stock Split prior
to  the  Company's  next  annual  meeting  of  stockholders.

IMPLEMENTATION  AND  EFFECTS  OF  THE  REVERSE  STOCK  SPLIT

     If  the stockholders approve the Reverse Stock Split proposal and the Board
of  Directors  determines  it  is necessary or desirable to effectuate a Reverse
Stock  Split,  the  Board  of  Directors  would:

     -    Determine the ratio at which a Reverse Stock Split based on market and
          other  relevant conditions and circumstances and the trading prices of
          the  Common  Stock  at  that  time;  and

     -    Direct management to file the Amendment with the Delaware Secretary of
          State.  The  Amendment would specify that, on its filing, every two to
          five  shares  (depending  on  the  ratio  of  the  Reverse Stock Split
          selected  by  the  Board of Directors) of the Common Stock outstanding
          would  automatically  be  combined  and  converted into one share. For
          example,  if  the  Board of Directors selected a 1-for-2 Reverse Stock
          Split, the amendment would specify that every two shares of the Common
          Stock  outstanding  be  combined  and  converted  into a single share.

     We estimate that, following the Reverse Stock Split, the Company would have
approximately the same number of stockholders and, except for the effect of cash
payments for fractional shares as described below, the completion of the Reverse
Stock  Split would not affect any stockholder's proportionate equity interest in
the  Company.  By way of example, a stockholder who owns a number of shares that
prior  to  the  Reverse  Stock  Split  represented  one-half of a percent of the
outstanding shares of the Company would continue to own one-half of a percent of
its  outstanding  shares after the Reverse Stock Split, although thereafter, the
number  of  shares  held  would  be  reduced.


                                       10

     The Reverse Stock Split also will not affect the number of shares of Common
Stock  that  the Board of Directors is authorized to issue by the Certificate of
Incorporation of the Company, which will remain unchanged at 200,000,000 shares.
However,  it  will  have the effect of increasing the number of shares available
for  future  issuance because of the reduction in the number of shares that will
be  outstanding  after  giving  effect  to  the  Reverse  Stock  Split.

CASH  TO  BE  PAID  FOR  FRACTIONAL  SHARES

     If  a  Reverse  Stock  Split ratio is selected, implementation of a Reverse
Stock  Split  would  result  in  some  stockholders owning a fractional share of
Common  Stock.  For  example,  if  a  1-for-3  Reverse  Stock  Split  were to be
implemented,  the  shares  owned  by  a  stockholder  with  100  shares would be
converted  into  33.33  shares.  To avoid such a result, stockholders that would
otherwise  be  entitled  to  receive a fractional share of the Common Stock as a
consequence of the Reverse Stock Split will, instead, receive from the Company a
cash  payment  in  U.S.  dollars  equal  to  the value of that fractional share,
determined  on the basis of the average closing price of the Common Stock on The
Nasdaq  National  Market  (or the Nasdaq SmallCap Market, if applicable) for the
five  trading days immediately preceding the effective date of the Reverse Stock
Split  (as  adjusted  for  that  Reverse  Stock  Split).

     If  any  stockholder owns, in total, fewer than the number of the Company's
shares  to  be  converted into one share as a result of the Reverse Stock Split,
that  stockholder's  shares  would be converted into a fractional share of stock
and,  therefore,  that  stockholder  would  receive  only  cash  in place of the
fractional  share  as a result of the implementation of the Reverse Stock Split.
For  example,  if a 1-for-3 Reverse Stock Split is implemented then stockholders
with  fewer  than  three  shares would receive only cash. See "Exchange of Stock
Certificates  and  Payment  for  Fractional Shares" below.  The interest of such
stockholders  in  the  Company  would,  therefore,  be  terminated,  and  such
stockholders  would have no right to share in the assets or future growth of the
Company. Based on the foregoing example, each stockholder that owns three shares
or  more  of  the  Company  Common  Stock prior to the Reverse Stock Split would
continue  to  own  one  or  more  shares after the Reverse Stock Split and would
continue  to  share  in  the  assets  and  future  growth  of  the  Company as a
stockholder,  and any stockholder that owns less than three shares would receive
only  cash  in  place  of  the  factional share resulting from the Reverse Stock
Split.

     The  Reverse Stock Split will result in some stockholders owning "odd lots"
of  less  than  100  shares of the Common Stock as a result of the Reverse Stock
Split.  Brokerage  commissions and other costs of transactions in odd lot shares
may  be higher, particularly on a per-share basis, than the cost of transactions
in  even  multiples  of  100  shares.

EFFECT  OF  REVERSE  SPLIT  ON  OPTIONS

     The  number  of shares subject to outstanding options to purchase shares of
the  Common  Stock  also would automatically be reduced in the same ratio as the
reduction  in  the  outstanding  shares. Correspondingly, the per share exercise
price  of  those  options  will be increased in direct proportion to the Reverse
Stock  Split ratio, so that the aggregate dollar amount payable for the purchase
of the shares subject to the options will remain unchanged.  For example, assume
that  a  1-for-4  Reverse  Stock Split is implemented and that an optionee holds
options to purchase 1,600 shares at an exercise price of $1.00 per share. On the
effectiveness  of  the 1-for-4 Reverse Stock Split, the number of shares subject
to  that  option  would be reduced to 400 shares and the exercise price would be
proportionately  increased  to  $4.00  per  share.

EXCHANGE  OF  STOCK  CERTIFICATES  AND  PAYMENT  FOR  FRACTIONAL  SHARES

     The  combination  of,  and  reduction  in,  the  number  of  the  Company's
outstanding  shares  as  a  result  of  the  Reverse  Stock  Split  would  occur
automatically  on  the date that the Reverse Stock Split amendment is filed with
the  Delaware  Secretary  of State (the "Effective Date"), without any action on
the part of the Company's stockholders and without regard to the date that stock
certificates  representing  the  shares  prior  to  the  Reverse Stock Split are
physically  surrendered  for  new  stock  certificates.


                                       11

     As  soon as practicable after the Effective Date, transmittal forms will be
mailed  to  each holder of record of certificates for shares of the Common Stock
to  be  used  in  forwarding  such  certificates  for surrender and exchange for
certificates  representing  the  number  of  shares  of  the  Common  Stock such
stockholder  is entitled to receive as a result of the Reverse Stock Split.  The
transmittal  forms  will be accompanied by instructions specifying other details
of the exchange.  Upon receipt of such transmittal form, each stockholder should
surrender  the certificates representing shares of the Common Stock prior to the
Reverse Stock Split in accordance with the applicable instructions.  Each holder
who surrenders certificates will receive new certificates representing the whole
number  of  shares  of  the Common Stock that he or she holds as a result of the
Reverse  Stock  Split  and  any  cash  payable  in  lieu  of a fractional share.

STOCKHOLDERS  SHOULD  NOT  SEND  THEIR  STOCK  CERTIFICATES UNTIL THEY RECEIVE A
TRANSMITTAL  FORM

     After  the  Effective  Date,  each  certificate  representing shares of the
Common  Stock  outstanding  prior  to  the Effective Date (an "Old Certificate")
will,  until  surrendered  and  exchanged as described above, be deemed, for all
corporate  purposes,  to evidence ownership of the whole number of shares of the
Common  Stock,  and the right to receive from the Company the amount of cash for
any  fractional  shares,  into which the shares of the Common Stock evidenced by
such  certificate  have  been converted by the Reverse Stock Split. However, the
holder  of  such  unexchanged  certificates  will not be entitled to receive any
dividends  or  other  distributions  payable  by the Company after the Effective
Date,  until  the  Old  Certificates  have been surrendered.  Such dividends and
distributions,  if any, will be accumulated, and at the time of surrender of the
Old  Certificates,  all  such  unpaid  dividends  or  distributions will be paid
without  interest.

     If  the  number of shares of the Common Stock to which a holder is entitled
as  a  result of the Reverse Stock Split would otherwise include a fraction, the
Company  will  pay  to that stockholder, in lieu of issuing fractional shares of
stock,  cash  in  an amount equal to the same fraction multiplied by the average
closing  price  of  the  Company's  shares on The Nasdaq National Market (or the
Nasdaq  SmallCap  Market, if applicable) for the five days immediately preceding
the  Effective  Date (as adjusted for the Reverse Stock Split).  For example, if
the  Board  of  Directors determined to implement a 1-for-3 Reverse Stock Split,
the  shares  of  a  stockholder that owned 100 shares prior to the Reverse Stock
Split  would  be  converted  into  33.33 shares as a result of the Reverse Stock
Split.  If  the  average  of  the  pre-split closing bid prices of shares of the
Common  Stock for the five-day trading period immediately prior to the Effective
Date  (as  adjusted  for  the  Reverse  Stock  Split)  was $1.00 per share, that
stockholder would receive, in exchange for his stock certificates evidencing his
100 shares, a stock certificate for 33 whole shares and a check in the amount of
$1.00  for  his  .33  fractional share. The Company does not anticipate that the
aggregate  payment  in respect of fractional shares will represent a significant
amount.

CERTAIN  FEDERAL  INCOME  TAX  CONSEQUENCES

     The  following  discussion  describes  certain  federal  income  tax
considerations  relating  to  the Reverse Stock Split.  This discussion is based
upon  the  Internal  Revenue  Code  of  1986,  as  amended, final, temporary and
proposed  regulations  promulgated  thereunder,  legislative  history,  judicial
decisions,  and current administrative rulings and practices, all as amended and
in  effect  on the date of this Proxy Statement.  Any of these authorities could
be  repealed,  overruled,  or modified at any time and could be retroactive and,
accordingly,  could  cause  the  tax consequences to vary substantially from the
consequences  described herein. No ruling from the Internal Revenue Service (the
"IRS")  with  respect  to  the  matters discussed herein has been requested, and
there is no assurance that the IRS would agree with the conclusions set forth in
this  discussion.  All  stockholders should consult with their own tax advisors.

     This  discussion  does  not address certain federal income tax consequences
that  may  be  relevant  to  particular  stockholders in light of their personal
circumstances  (such  as  persons  subject to the alternative minimum tax) or to
certain  types  of  stockholders  (such  as  dealers  in  securities,  insurance
companies,  foreign  individuals  and  entities,  financial  institutions,  and
tax-exempt  entities)  who may be subject to special treatment under the federal
income  tax  laws.  This  discussion  also does not address any tax consequences
under  state,  local,  or  foreign  laws.


                                       12

     STOCKHOLDERS  ARE  ENCOURAGED  TO  CONSULT  THEIR  TAX  ADVISERS  AS TO THE
PARTICULAR  TAX  CONSEQUENCES  TO THEM OF THE REVERSE STOCK SPLIT, INCLUDING THE
APPLICABILITY  OF  ANY  STATE, LOCAL, OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE
TAX  LAWS,  AND  ANY  PENDING  OR  PROPOSED  LEGISLATION.

     Tax Consequences to the Company.  The Company should not recognize any gain
or  loss  as  a  result  of  the  Reverse  Stock  Split.

     Tax Consequence to Stockholders Generally.  A stockholder who receives only
the  Common  Stock  should  not  recognize  any  gain or loss as a result of the
Reverse  Stock  Split.  A  stockholder who receives cash in lieu of a fractional
share  of  the  Common  Stock  that  otherwise  would be held as a capital asset
generally  should  recognize  capital  gain  or  loss  on an amount equal to the
difference  between  the  cash  received  and  the  stockholder's  basis in such
fractional  share  of the Common Stock.  For this purpose, a stockholder's basis
in  such  fractional  share  of  the  Common  Stock will be determined as if the
stockholder  actually  received  such  fractional  share.

     Except  as  provided above with respect to fractional shares, the aggregate
tax  basis of the shares of the Common Stock held by a stockholder following the
Reverse  Stock  Split  will  equal  the stockholder's aggregate tax basis in the
shares  of  the  Common  Stock  held by the stockholder immediately prior to the
Reverse  Stock  Split  and  generally  will be allocated among the shares of the
Common  Stock  held  following  the  Reverse  Stock  Split  on a pro rata basis.
Stockholders  who have used the specific identification method to identify their
basis  in  shares of the Common Stock combined in the Reverse Stock Split should
consult  their  own  tax  advisors  to determine their basis in the post-Reverse
Stock  Split  shares  that  they  will  receive  in  exchange  therefore.

REQUIRED  VOTE;  RECOMMENDATION  OF  THE  BOARD  OF  DIRECTORS

     Authorization  for  a  reverse-split in the Company's common stock requires
the affirmative vote of a majority of the votes cast.  Even if the authorization
is  granted,  the  Board  of  Directors will only initiate a reverse-split if it
determines such action is necessary in order to satisfy continued Nasdaq listing
requirements  that  are  related  to  share  price.

THE  BOARD  OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS  A  VOTE  "FOR" THIS PROPOSAL


                                       13

                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

     The  following  table  sets  forth  certain  information  with  respect  to
beneficial  ownership of the Company's Common Stock as of September 27, 2002 by:
(i)  each person known by the Company to be the beneficial owner of more than 5%
of the Company's Common Stock, (ii) by each director, (iii) by each of our named
executive  officers  and  (iv)  all directors and executive officers as a group.
Except  as  otherwise  indicated,  the address for each person is 15353 Barranca
Parkway,  Irvine,  California  92618.  Beneficial  ownership  is  determined  in
accordance  with  the  rules  of the SEC and includes voting or investment power
with  respect  to the securities. Except as otherwise indicated in the footnotes
to  the  table,  and  subject  to community property laws, where applicable, the
persons  and  entities  identified  in  the  table  below  have  sole voting and
investment  power  with  respect to all shares beneficially owned. The number of
shares  of  Common Stock outstanding used in calculating the percentage for each
listed  person  includes  shares  of common stock underlying options or warrants
held  by  such  person that are exercisable within 60 calendar days of September
27,  2002,  but  excludes  shares of common stock underlying options or warrants
held  by  any  other  person.  Percentage  of  beneficial  ownership is based on
54,433,953  shares  of  common  stock  outstanding  as  of  September  27, 2002.



                             BENEFICIAL OWNER NAME                                BENEFICIAL OWNERSHIP (1)
-----------------------------------------------------------------------------     ------------------------
                                                                                  NUMBER OF    PERCENTAGE
                                                                                  SHARES       OWNERSHIP


                                                                                        
HOLDERS OF 5% OR MORE OF LANTRONIX STOCK
Bernhard Bruscha, 40 N. Vista del Sol, Laguna Beach, CA  92651                    20,403,220        37.5%
Bryant R. Riley, 11150 Santa Monica Blvd., Suite 750, Los Angeles, CA  90025       4,496,376         8.3%
Lloyd I. Miller, III, 4650 Gordon Drive, Naples, FL  33940                         3,091,000         5.7%

DIRECTORS AND OFFICERS
Thomas W.  Burton, Director (2)                                                      112,500           *
Howard T. Slayen, Director (3)                                                        52,500           *
H. K. Desai, Director (4)                                                             37,500           *
Kathryn Braun Lewis                                                                        0           *
Marc Nussbaum, Interim Chief Executive Officer .                                           0           *
James Kerrigan, Interim Chief Financial Officer                                       14,000           *
Michael Oswald, General Counsel (5)                                                    4,380           *
Frederick G. Thiel                                                                 1,149,374         2.1%
Steven V. Cotton (6)                                                                 348,040           *
Johannes Rietschel (7)                                                                 -----           *
All executive officers and directors as a group (6 persons) (8)                      220,880           *

__________________
*  Represents  beneficial  ownership  of  less  than  1%  of  the  outstanding  shares  of common stock.

(1)  Beneficial  ownership is determined in accordance with the Rules of the SEC
     and  generally  includes  voting  and  investment  power  with  respect  to
     securities.  Beneficial  ownership  also includes shares subject to options
     currently  exercisable  within  60  days  of  this  table.
(2)  Shares  beneficially  owned  by  Mr. Burton include 12,500 shares of common
     stock issuable upon exercise of stock options exercisable within 60 days of
     September  27,  2002.
(3)  Shares  beneficially  owned  by Mr. Slayen includes 37,500 shares of common
     stock issuable upon exercise of stock options exercisable within 60 days of
     September  27,  2002.
(4)  All  shares  beneficially  owned  by  Mr.  Desai are shares of common stock
     issuable  upon  exercise  of  stock  options  exercisable within 60 days of
     September  27,  2002.
(5)  Shares  beneficially  owned  by  Mr.  Oswald include 3,207 shares of common
     stock issuable upon exercise of stock options exercisable within 60 days of
     September  27,  2002.
(6)  The  shares  listed  are  those  in  Mr. Cotton's name as recorded with the
     Company's  transfer  agent. As Mr. Cotton is no longer with the Company, an
     exact  number  cannot  be determined as shares may be held in "street name"
     through  brokerage  accounts.
(7)  No  shares  are  held  in  Mr. Rietschel's name. Mr. Rietschel is no longer
     employed by the Company. An exact number cannot be determined as shares may
     be  held  in  "street  name"  through  brokerage  accounts.
(8)  Includes  an  aggregate  of  90,707  shares issuable upon exercise of stock
     options  within  60  calendar  days  of  September  27,  2002.



                                       14

                 EXECUTIVE COMPENSATION AND RELATED INFORMATION

SUMMARY  COMPENSATION  TABLE

     The following table sets forth information concerning the compensation that
we  paid  during  the last three fiscal years to our Chief Executive Officer and
our  four  other most highly compensated executive officers who earned more than
$100,000  during  the  fiscal  year ended June 30, 2002.  All option grants were
made  under our 1993 Incentive Stock Option Plan, 1994 Nonstatutory Stock Option
Plan,  or  2000  Stock  Plan.



                                                                               LONG-TERM
                                          ANNUAL COMPENSATION                  COMPENSATION
                                         ----------------------------------    ------------------------------
                                                               OTHER ANNUAL    SECURITIES
                                  FISCAL                       COMPENSATION    UNDERLYING    ALL OTHER
NAME AND PRINCIPAL POSITION        YEAR    SALARY    BONUS         (1)         OPTIONS (#)   COMPENSATION (2)
-------------------------------- ------   --------  --------  -------------    ----------    ----------------
                                                                          
Marc Nussbaum (3)                   2002         0     -----              0             0                   0
Interim Chief Executive Officer     2001     -----     -----          -----         -----               -----
                                    2000     -----     -----          -----         -----               -----

James Kerrigan (4)                  2002  $ 26,923     -----              0             0                   0
Interim Chief Financial Officer     2001     -----     -----          -----         -----               -----
                                    2000     -----     -----          -----         -----               -----

Michael Oswald (5)                  2002  $ 85,481         0              0        42,825   $           1,212
General Counsel and Secretary       2001     -----     -----          -----         -----               -----
                                    2000     -----     -----          -----         -----               -----

Frederick G. Thiel (6)              2002  $252,885  $235,750              0       300,000   $          17,555
Chief Technology Officer and        2001  $211,539  $ 81,250  $       9,600             0   $           5,621
former Chief Executive Officer      2000  $220,385  $123,250  $      10,800       348,000   $           5,992

Johannes Rietschel (7)              2002  $176,306  $ 20,515              0             0   $           9,481
former Chief Technical Officer      2001  $168,851  $ 41,157  $       9,600             0   $           4,950
                                    2000  $167,235  $ 71,268  $       9,969        66,667   $           3,898

Steven V. Cotton (8)                2002  $218,933  $161,503              0     250,000(6)  $           6,419
former Chief Operating Officer      2001  $183,403  $ 43,539              0             0   $           2,575
and Chief Financial Officer         2000  $ 99,355  $ 13,855              0       688,000   $           1,787

____________________
(1)  Excludes  certain  perquisites  and  other  amounts that, for any executive
     officer,  in  the  aggregate did not exceed the lesser of $50,000 or 10% of
     the  total  annual  salary  and  bonus  for  such  executive  officer.
(2)  Represents amounts paid by us as a matching contribution to each employee's
     401(k)  account.  For Mr. Thiel, Mr. Rietschel, and Mr. Cotton, this amount
     includes  amounts  paid  for  automobile  allowance.
(3)  Marc  Nussbaum started with the Company on May 30, 2002 and has received no
     compensation  as of the fiscal year end June 30, 2002, though his potential
     annualized base compensation is projected to be $290,000 with a bonus level
     to  be  determined.
(4)  James  Kerrigan  started  with  the  Company  on  May  6,  2002  and  thus
     compensation  is  only  for  a  partial year; his base salary annualized is
     $200,000.
(5)  Michael  Oswald  started  with  the  Company  on  January  2, 2002 and thus
     compensation  is  only  for  a  partial year; his base salary annualized is
     $175,000.
(6)  Frederick Thiel's employment agreement was applied retroactively to January
     2001 and a portion of the salary he was entitled to under the agreement was
     paid  as  a bonus to make up for the balance over what he had actually been
     paid.
(7)  Johannes Rietschel left the Company on March 29, 2002 and thus compensation
     for  the  fiscal  year  ended  June  30,  2002  is only for a partial year.
(8)  Steven  V. Cotton left the Company on May 3, 2002 and thus compensation for
     the  fiscal  year  ended  June  30,  2002  is  only  for a partial year. In
     addition,  the  stock  options granted to Mr. Cotton during the last fiscal
     year  were  cancelled  pursuant  to  termination  of  employment.



                                       15

EXECUTIVE  OFFICERS

     Set  forth  below  is  certain  information regarding the current executive
officers  of the Company.  Officers are appointed by and serve at the discretion
of  the  Board  of  Directors.

     Marc  H. Nussbaum, forty-six, has served as our Interim President and Chief
Executive  Officer since June 2002.  From April 2000 to March 2002, Mr. Nussbaum
served  as  Senior Vice President and Chief Technical Officer for MTI Technology
Corporation,  a  developer  of enterprise storage solutions.  From April 1981 to
November  1998,  Mr.  Nussbaum  served  in  various positions at Western Digital
Corporation, a manufacturer of PC components, communication controllers, storage
controllers  and hard drives.  Mr. Nussbaum lead business development, strategic
planning and product development activities, serving as Western Digital's Senior
Vice  President,  Chief  Technical Officer from 1995 to 1998 and Vice President,
Storage  Technology and Product Development from 1988 through 1995. Mr. Nussbaum
holds  BA  in  physics  from  the  State  University  of  New  York,  Oswego.

     James  W.  Kerrigan,  sixty-six,  has served as our Interim Chief Financial
Officer  since May 2002. From March 2000 to October 2000, he was Chief Financial
Officer  of  Motiva, a privately-owned company that developed, marketed and sold
collaboration software systems. From January 1998 to February 1999, he was Chief
Financial  Officer  of  Who?Vision  Systems,  Inc.,  an  incubator  company that
developed  biometric  fingerprint devices and software. From April 1995 to March
1997,  he was Chief Financial Officer of Artios, Inc., a privately-owned company
that  designs,  manufactures, and sells prototyping hardware and software to the
packaging  industry.  Previously,  Mr.  Kerrigan  has  served as Chief Financial
Officer  for several other larger, public companies. He holds an engineering and
MBA  degree  from  Northwestern  University.

     Michael  Oswald,  forty-seven,  has  served  as  our  General  Counsel  and
Secretary  since  December  2001.  From  June  2001  through  December  2001, he
provided  legal  services  for  clients  as  an  independent  consultant.  From
September  1999  to  June  2001, he was General Counsel and Chief Administrative
Officer  at NowDocs, Inc., a private company located in Aliso Viejo, California.
From  December  1996 to November 1999, he was General Counsel to Acuity Corp. in
Austin,  Texas.  Mr.  Oswald  holds a J.D. from Santa Clara University School of
Law,  and  a  B.A.  from  the  University  of  California  at  Riverside.

EMPLOYMENT  AGREEMENTS

     In  August  2002,  the Company entered into an agreement with Marc Nussbaum
for  him  to  serve  as the Interim Chief Executive Officer.  Mr. Nussbaum is to
receive  an annual salary of $290,000, retroactive to his starting date, with no
compensation  paid  before  the  fiscal  year  end June 30, 2002.  He is also to
receive  a  monthly  automobile  allowance  of  $1,000 and is eligible for other
benefits  offered  to  other Company employees such as medical, dental, life and
disability  insurance  and participation in incentive programs and the Company's
401(k)  plan.

     In  May 2002, the Company entered into an agreement with James Kerrigan for
him  to  serve  as  the Interim Chief Financial Officer with an annual salary of
$200,000.  He  is  also  eligible  for  other  benefits offered to other Company
employees  such  as  medical,  dental,  life  and  disability  insurance  and
participation  in  incentive  programs  and  the  Company's  401(k)  plan.

     In  January  2002,  the  Company  entered into an employment agreement with
Frederick  G.  Thiel, the former Chief Executive Officer who assumed the role of
Chief  Technology  and  Strategy  Officer of the Company effective May 30, 2002.
This agreement replaced a previous employment agreement of April 1998, which was
subsequently amended April 1999 and April 2001.  The agreement provides that Mr.
Thiel's  employment is at-will and sets forth an annual base salary of $325,000,
subject  to  annual review by the Board of Directors, and incentive compensation
of  up  to 50% of his annual base salary.  The agreement also provides a signing
bonus of $206,250 to be paid January 2002, a portion of which was to account for
previous  salary  earned  prior  to the effective date of the agreement, a stock
option  to  purchase 300,000 shares of the Company's common stock, a monthly car
allowance  of $1,000, and other benefits offered to other Company employees such
as  medical,  dental,  life  and disability insurance and participation in other
incentive programs such as the Company's 401(k) plan.  If Mr. Thiel's employment
is  terminated  after  a change in control without cause or if Mr. Thiel resigns
with  "good reason," he is to receive his current base salary and other benefits


                                       16

for  a  period  of  24  months,  a  portion  of  his  target  bonus based on the
performance  of  the  Company  prior  to  termination and paid quarterly over 24
months,  accelerated  vesting  of  all  unvested  options,  and up to $10,000 of
third-party  outplacement services. Mr. Thiel is also subject to confidentiality
and limitations on competition under his employment agreement.  If employment is
terminated  without  cause  or for "good reason" not associated with a change in
control,  Mr.  Thiel  is  to  receive all of the aforementioned compensation and
benefits  except  that  salary  and  other  benefits  shall continue for only 12
months.  Mr.  Thiel  resigned  from the Company on September 1, 2002 whereby the
Company  agreed to pay Mr. Thiel a monthly severance pay of $12,500 for ten (10)
months,  a monthly car allowance of $1,000 for ten (10) months, health, life and
disability  benefits  for  ten  (10) months, and cancel the aforementioned stock
options.

     In  January  2002,  the  Company  entered into an employment agreement with
Steven  V.  Cotton,  who  served  as Chief Financial Officer and Chief Operating
Officer.  This  replaced  a previous employment agreement of December 1999.  The
agreement  provided  that  Mr.  Cotton's employment is at-will and sets forth an
annual  base  salary  of  $262,500,  subject  to  annual  review by the Board of
Directors,  and  incentive  compensation of up to 50% of his annual base salary.
The agreement also provided a signing bonus of $144,722 to be paid January 2002,
a  portion  of  which  was  to  account  for previous salary earned prior to the
effective  date  of  the agreement, a stock option to purchase 250,000 shares of
the  Company's  common  stock,  a  monthly  car  allowance  of $1,000, and other
benefits  offered  to  other Company employees such as medical, dental, life and
disability  insurance  and participation in other incentive programs such as the
Company's 401(k) plan.  Mr. Cotton's employment was terminated in May 2002.  Mr.
Cotton  was  compensated  under  his  agreement  until  terminated and it is the
Company's  position  that  it  has  no  further  obligation  for  any  further
compensation.  On  September  6,  2002,  Mr.  Cotton  filed a complaint entitled
Cotton  v.  Lantronix, Inc., et al., No. 02CC14308, in the Superior Court of the
State of California, County of Orange alleging breach of contract, breach of the
covenant  of  good  faith  and  fair  dealing,  wrongful  termination,
misrepresentation,  and  defamation.  The  complaint  seeks unspecified damages,
declaratory  relief, attorneys' fees and costs.  Discovery has not commenced and
no  trial  date  has  been  established.

     In December 2001, the Company entered into an agreement with Michael Oswald
for  him to serve as General Counsel and Secretary.  The agreement provides that
Mr.  Oswald's  employment  is  at-will  and  sets forth an annual base salary of
$175,000.  He  is  eligible  to receive an annual target bonus of up to $43,750.
Mr.  Oswald also received 10,000 incentive stock options and 20,000 nonstatutory
stock  options.  He is also eligible for other benefits offered to other Company
employees  such  as  medical,  dental,  life  and  disability  insurance  and
participation  in  incentive  programs  and  the  Company's  401(k)  plan.

OPTION  GRANTS  IN  LAST  FISCAL  YEAR

     The  following  table  summarizes stock option grants by the Company during
the fiscal year ended June 30, 2002 to each of the executive officers identified
in  the Summary Compensation Table above.  These stock options relate to options
to  purchase  the  common  stock  of  the  Company.



                                OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                         (INDIVIDUAL GRANTS)

                     NUMBER OF    PERCENT OF TOTAL                         POTENTIAL REALIZABLE VALUE
                     SECURITIES   OPTIONS/SAR'S                            AT ASSUMED ANNUAL RATES OF
                     UNDERLYING   GRANTED TO                               STOCK PRICE APPRECIATION
                     OPTIONS/     EMPLOYEES IN     EXERCISE OR             FOR 10 YEAR OPTION TERM(3)
                     SAR'S        YEAR ENDED JUNE  BASE PRICE     EXPIRATION
NAME                 GRANTED      30, 2002 (1)        (2)         DATE            5%           10%
----------------------  -------    --------------  -----------   ----------  ----------   ----------
                                                                        
Marc Nussbaum                 0            -----         -----        -----       -----        -----
James Kerrigan                0            -----         -----        -----       -----        -----
Michael Oswald           30,000                *   $      6.18     12/31/11  $  116,597   $  295,480
"                        12,825                *   $      2.18      2/20/12  $   17,583   $   44,559
Frederick G. Thiel (4)  300,000                7%  $      5.75    Cancelled  $1,084,843   $2,749,206
Johannes Rietschel            0            -----         -----        -----       -----        -----
Steven V. Cotton (5)    250,000                6%  $      5.75    Cancelled  $  904,036   $2,291,005



                                       17

____________________
* Represents less than 1% of the total options granted to employees in fiscal year end June 30, 2002.

(1)  Based  on an aggregate of 4,156,679 options granted by us in the year ended June 30, 2002 to our
employees,  directors  and  consultants,  including  Named  Executive  Officers.
(2)  Options were granted at an exercise price equal to the fair market value on the date of grant as
determined  pursuant  to  the  closing price of our common stock on the Nasdaq National Market on the
trading  day  immediately  preceding  the  date  of  grant.
(3)  The  potential  realizable  value  is  calculated  based  on the term of the ten-year option and
assumed  rates  of stock appreciation of 5% and 10%, compounded annually.  These assumed rates comply
with the rules of the SEC and do not represent our estimate of future stock prices.  Actual gains, if
any,  on  stock  option  exercises  will  be dependent on the future performance of our common stock.
(4)  These  stock options granted to Mr. Thiel during the last fiscal year were cancelled pursuant to
the  terms  of  his  resignation  as  of  September  2002.
(5)  These stock options granted to Mr. Cotton during the last fiscal year were cancelled pursuant to
termination  of  his  employment  as  of  May  2002.


AGGREGATED  OPTION  EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR
VALUES

     None  of  the  Named Executive Officers exercised options during the fiscal
year  ended  June  30,  2002.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
the  Company's  directors, executive officers, and persons who own more than ten
percent  (10%)  of  a  registered class of the Company's equity securities ("10%
Stockholders")  to  file with the Securities and Exchange Commission (the "SEC")
reports  of ownership on Form 3 and reports on changes in ownership on Form 4 or
Form  5.  Such  executive  officers,  directors,  and  10% Stockholders are also
required  by  SEC  rules to furnish the Company with copies of all Section 16(a)
forms  that  they  file.

     Based  solely  on  its  review  of the copies of such forms received by the
Company  and written representations from certain reporting persons, the Company
believes that through the Record Date its executive officers, directors, and 10%
Stockholders  have  complied  with  all  applicable  Section  16(a)  filing
requirements,  except  that  Marc  Nussbaum  and  James  Kerrigan  each  filed a
delinquent  Form  3  and  a  Forms  4  was  filed late by Anthony Macciola for a
transaction  occurring  in  October 2001 and the Company filed a late Form 4 for
Howard  Slayen  for  a  transaction  in  February  2002.
RELATED  PARTY  TRANSACTIONS

     One  international customer, a related party due to common ownership by the
Company's  major  stockholder,  accounted for approximately 5%, 9% and 7% of the
Company's  net  revenues  for  the  years  ended  June  30, 2002, 2001 and 2000,
respectively.  Included  in  the  accompanying  consolidated  balance sheets are
approximately  $246,000  and $787,000 due to this related party at June 30, 2002
and  2001, respectively. The Company also has an agreement with the same related
international  customer  for  the provision of technical support services to the
Company  at  the  rate  of  $7,500  per month ($5,000 per month through December
1998).  Pursuant  to  the  terms  of  the agreement, the Company issued customer
credits  of  $90,000,  $90,000 and $90,000 during the years ended June 30, 2002,
2001  and  2000,  respectively.

     Each director, Mr. Desai, Mr. Slayen, and Mr. Burton, received an option to
purchase  25,000  shares  of  the Company's common stock at an exercise price of
$6.08  per  shares  on  November  9, 2001 pursuant to the 2001 Annual Meeting of
Shareholders  as  partial  compensation  for  services  being rendered in each's
capacity  as  a  director  as  more  fully  set  forth  above  under  "Director
Compensation."  Each grant is a non-statutory stock option with a one-year cliff
vesting for the first fifty percent (50%) of the options under the grant and the
remaining  fifty  percent  (50%)  vesting monthly over the following twenty-four
(24)  months.

INDEBTEDNESS


                                       18

     Frederick  G.  Thiel,  former Chief Technology and Strategy Officer, former
President  and  former Chief Executive Officer, currently has three non-recourse
promissory  notes  with a current aggregate principal amount owed to the Company
of  $2,908,294.  These  three  notes  bear  interest rates ranging from 5.19% to
7.50% per annum, compounded annually.  The first note, dated March 19, 2001, has
a  current  outstanding balance of $1,373,913.  The second note, dated April 16,
2001,  has a current outstanding balance of $600,000. The third note, dated June
5,  2001,  has a current outstanding balance of $935,381.  Each were executed by
Mr. Thiel for loans from the Company for Mr. Thiel to pay income tax liabilities
incurred  by  him  as a result of various exercises of stock options to purchase
our  common  stock.

     Steven  V.Cotton, former Chief Financial Officer and former Chief Operating
Officer,  currently  has  four  non-recourse  promissory  notes  with  a current
aggregate  principal  amount  owed to the Company of $996,099.  These four notes
bear  interest rates ranging from 5.06% to 7.50% per annum, compounded annually.
The  first  note,  dated  March  19,  2001  has a current outstanding balance of
$3,391.  The  second  note, also dated March 19, 2001, has a current outstanding
balance  of  $101,160.  The  third  note,  dated  March  23, 2001, has a current
outstanding  balance  of  $19,601.  The  fourth  note, dated June 5, 2001, has a
current  outstanding  balance of $871,947.  Each were executed by Mr. Cotton for
loans  from the Company for Mr. Cotton to pay income tax liabilities incurred by
him  as  a  result  of various exercises of stock options to purchase our common
stock.

     Thomas W. Burton, a director on the Board of Directors and current Chair of
the Compensation Committee, currently has two non-recourse promissory notes with
a  current  aggregate  principal  amount owed to the Company of $122,100.  These
notes  bear  interest  rates  ranging  from 5.19% to 5.38% per annum, compounded
annually.  The first note, dated May 19, 2000, has a current outstanding balance
of  $28,100.  The  second  note, dated April 16, 2001, has a current outstanding
balance  of $94,000. Each were executed by Mr. Burton for loans from the Company
for  Mr.  Burton  to  pay  income tax liabilities incurred by him as a result of
various  exercises  of  stock  options  to  purchase  our  common  stock.


                                       19

                          COMPENSATION COMMITTEE REPORT

     The  Company's  executive  compensation  program  is  administered  by  the
Compensation  Committee  of  the Board of Directors. The Compensation Committee,
which  is  composed  of Non-Employee Directors, is responsible for approving and
reporting  to  the  Board  on  all  elements  of  compensation for the executive
officers  of the Company. The Compensation Committee has furnished the following
report  on  executive compensation for the fiscal year ended June 30, 2002.  The
Compensation  Committee  held  six  (6)  meetings  during  Fiscal  Year  2002.

     As  part  of  its  duties,  the Compensation Committee reviews compensation
levels  of  the  executive officers to confirm that compensation is in line with
performance  and  industry practices. The goal of the Committee is to ensure the
compensation  practices of the Company are sufficient to: (i) enable the Company
to  attract, retain and motivate the most qualified talent who contribute to the
long-term  success  of  the  Company;  (ii)  align  compensation  with  business
objectives  and  performance;  and (iii) align incentives for executive officers
with  the  interest of stockholders in maximizing stockholder value. The Company
emphasizes  performance-based  compensation  that  is  competitive  with  the
marketplace, and the importance of clearly communicating performance objectives.
The  Company  intends to annually review its compensation practices by comparing
them  to  surveys  of  relevant  competitors  and  set  objective  compensation
parameters  based  on  this  review.  Compensation  policies  also  reflect  the
competition  for  executive  talent  and the unique challenges and opportunities
facing  the  Company  in  the  networking  device  markets.

     The Company's compensation program for all employees includes both cash and
equity-based  elements.  Because  it  is  directly linked to the interest of our
stockholders,  equity-based  compensation  is  emphasized  in  the design of the
Company's  compensation  programs.  Consistent  with  competitive practices, the
Company utilizes a cash bonus plan based on achievement of financial performance
objectives.

CASH  COMPENSATION

     Salary.  The  Company  sets a base salary range for each executive officer,
including  the Interim Chief Executive Officer, by reviewing the base salary for
comparable  positions of a broad peer group, including companies similar in size
and  business  that compete with the Company in the recruitment and retention of
senior  personnel.  Individual salaries for each executive officer are set based
on  experience,  performance  and  contribution  to  the  Company's  results.

     Cash  Bonuses.  Certain  employees  and  executive officers are eligible to
participate  in  the  Company's cash bonus plan, with executive employee bonuses
determined  by  the  Compensation Committee of the Board of Directors. This plan
provides  cash  awards  for  meeting certain revenue goals, based on a matrix in
which 100% of target may be achieved only if the Company's results meet targets.
The  bonus  program  consists  of  two components--corporate financial goals and
individual  objectives.  The  relative  weighting  of  these  two  components is
determined  by  the  employee's  direct responsibilities and their impact on the
Company's  results.  The  corporate  financial  goals  are based on the approved
operating  plan  and  any  periodic  updates  thereto. Individual objectives are
negotiated  and  agreed  upon  between  the  employee and his or her supervisor.

EQUITY-BASED  COMPENSATION

     Initial  or  "new-hire" options are granted to executive officers when they
first  join  the  Company.  In addition, restricted stock may be sold to certain
executive  officers when they first join the Company. Thereafter, options may be
granted  and restricted stock may be sold to each executive officer annually and
from  time  to  time based on performance. To enhance retention, options granted
and  restricted  stock  sold  to  executive  officers  are  subject  to  vesting
restrictions  that generally lapse over four years. The amount of actual options
granted  depends  on  the  individual's  level of responsibility and a review of
stock  option  grants  of  positions  at  a  broad  peer  group.

COMPENSATION  OF  THE  CHIEF  EXECUTIVE  OFFICER

     When setting the Chief Executive Officer's compensation, the Committee does
so  without such person's attendance. The Chief Executive Officer's compensation
is  determined  based  on  comparable  salaries  of  chief executive officers in
comparable  technology  companies.  The  Committee  uses  other  industries  for
comparable  measures,  which  have some of the same manufacturing techniques and
challenges.


                                       20

     In  May 2002, the Company hired Marc Nussbaum to serve as the Interim Chief
Executive  Officer  with  an  annual salary of $290,000 and a monthly automobile
allowance  of  $1,000.

     Prior  to  May  2002,  Frederick G. Thiel served as the President and Chief
Executive  Officer under an employment agreement entered into as of January 2002
that  replaced  his  previous  employment  agreement  of  April  1998, which was
subsequently  amended April 1999 and April 2001.  Mr. Thiel's current employment
agreement  provides that he is an at-will employee and sets forth an annual base
salary  of  $325,000,  subject  to  annual review by the Board of Directors, and
incentive  compensation  up  to  50%  of  his annual salary.  It also provides a
signing  bonus of $206,250, a portion of which was for compensation earned prior
to the effectiveness of his agreement, a stock option to purchase 300,000 shares
of  the  Company's  common  stock,  a monthly car allowance of $1,000, and other
benefits  offered  to  other Company employees such as medical, dental, life and
disability  insurance  and participation in other incentive programs such as the
Company's  401(k)  plan.

POLICY  REGARDING  DEDUCTIBILITY  OF  COMPENSATION

     We  are  required  to  disclose  our  policy regarding qualifying executive
compensation for deductibility under Section 162(m) of the Internal Revenue Code
of  1986,  as  amended,  which provides that, for purposes of the regular income
tax,  the  otherwise  allowable  deduction for compensation paid or accrued with
respect to the chief executive officer and the next four most highly compensated
executive officers of a publicly-held company is limited to $1 million per year,
unless  such  compensation  is  performance-based  within the meaning of Section
162(m)  and  the  regulations  thereunder.

     The Committee intends to continue to utilize performance-based compensation
in  order  to  minimize  the  effect of the limits imposed by Section 162(m) and
seeks to assure the maximum tax deductibility of all compensation it authorizes.
However,  the Committee believes that its primary responsibility is to provide a
compensation  program  that will attract, retain and reward the executive talent
necessary  to the Company's success. Consequently, the Committee recognizes that
the  loss  of  a  tax  deduction  may  be  necessary  in  some  circumstances.

     Submitted  by:

     Compensation  Committee
     Thomas  Burton, Chair
     H.  K.  Desai
     Howard  Slayen

         COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
                             COMPENSATION DECISIONS

     The  members  of  the Compensation Committee are set forth in the preceding
section.  No  interlocking  relationships  exist  between the Company's Board of
Directors  and  the  Compensation  Committee  of  any other company, and no such
interlocking  relationship  has  existed  in  the  past.


                                       21

                             AUDIT COMMITTEE REPORT
                            YEAR ENDED JUNE 30, 2002

     The  Audit Committee of our Board of Directors serves as the representative
of  our Board of Directors for the general oversight of our financial accounting
and  reporting  process,  systems  of  internal  control,  audit process and the
process  for  monitoring  compliance  with  laws and regulations and our Code of
Business  Conduct  and  Ethics.  Our  management  has primary responsibility for
preparing  our  financial  statements  and our financial reporting process.  Our
independent  accountants,  Ernst  & Young LLP, are responsible for expressing an
opinion  on  the  conformity  of  our  audited financial statements to generally
accepted  accounting  principles.

     For  the  fiscal  year  ending June 30, 2002, the Committee met in person 5
times and met via telephone conference calls an additional 5 times.  The members
of  the  Audit  Committee  took  the  following  actions:

          (i)       reviewed  and  discussed  the  annual  audited  financial
          statements  and  the  quarterly  results of operation with management;
          (ii)      discussed with the independent auditors the matters required
          to  be  discussed by Statement on Auditing Standards No. 61, as may be
          modified  or  supplemented;
          (iii)     received  from  the  auditors  disclosures  regarding  the
          auditor's independence required by Independence Standard No. 1, as may
          be  modified  or  supplemented,  and  discussed  with the auditors the
          auditors'  independence;  and
          (iv)      based  on  the above, recommended to the Board of Directors
          that the audited financials be included in the Company's Annual Report
          on Form 10-K for the fiscal year ending June 30, 2002, for filing with
          the  SEC.

     In  addition,  following  the termination of our Chief Financial Officer on
May  3, 2002, the Audit Committee engaged counsel and independent accountants to
conduct  a  special  investigation  of  certain  matters.  As  a  result of that
investigation,  certain prior financial statements of the Company were restated.
During  the  course  of  the  investigation,  one  or  more members of the Audit
Committee  was  in  almost daily contact with the investigating team.  Also, the
chair  of  the Audit Committee joined counsel and the accountants in an informal
meeting  with  staff  of  the  SEC  to  present  our  tentative  findings of the
investigation and the Company's tentative conclusions regarding the scope of the
proposed  corrective  action  to  be  undertaken  by  the  Company.

     Our  Board  of  Directors  has  adopted  a  written  charter  for the Audit
Committee, which was published with last year's proxy statement.  For the fiscal
year  ended  June  30, 2002 the Company's Audit Committee has consisted of H. K.
Desai,  Thomas  Burton and Howard Slayen.  All three are "independent directors"
as  that  term  is  defined  in  the  December 21, 1999 NASDAQ bulletin entitled
"Changes  to  NASDAQ  Independent  Director  and  Audit Committee Requirements."

     This  report  of  the  Audit  Committee shall not be deemed incorporated by
reference  by  an  general  statement  incorporating  by  reference  this  Proxy
Statement  into  any filing under the Securities Act of 1933, as amended, or the
Securities  Act  of  1934, as amended, except to the extent that we specifically
incorporate  this  information  by  reference, and shall not otherwise be deemed
filed  under  such  acts.

Submitted  by:
Audit  Committee
Howard  Slayen,  Chair
Thomas  Burton
H.  K.  Desai


                                       22

                             AUDIT AND RELATED FEES

AUDIT  FEES

     Audit  fees  billed  to us by Ernst & Young LLP for the audit of our annual
financial  statements for the fiscal year ended June 30, 2002, and the review of
our  financial  statements included in our quarterly reports on Form 10-Q during
the  fiscal  year  ended  June  30,  2002,  totaled  approximately  $573,469.

FINANCIAL  INFORMATION  SYSTEMS  DESIGN  AND  IMPLEMENTATION  FEES

     The  Company  did  not  engage  Ernst  & Young LLP for any advice regarding
financial  information  systems  design or implementation during the fiscal year
ended  June  30,  2002  and  thus  there  were  no  fees  incurred.
ALL  OTHER  FEES

     Other  audit-related  fees  for  Fiscal  Year  2002  Fiscal  Year  were  an
additional  $151,633,  which  included,  among  other  things,  fees  for
acquisition-related  work, registration statements, accounting consultations and
acquisition  required  audits.  Fees billed to the Company for non-audit-related
services  that  Ernst & Young LLP rendered for Fiscal Year 2002 were $1,482,894,
which  included fees for tax compliance and tax consulting services, and special
investigation services requested by the Board of Directors concerning management
and  accounting  practices.  All  other  fees  in  the  aggregate,  including
audit-related  fees,  totaled  $2,207,996.

     The  Audit  Committee  of  the  Board  of Directors has determined that the
provision of the services disclosed under the subheadings "Financial Information
Systems  Design  and  Implementation Fees" and "All Other Fees" above by Ernst &
Young  LLP  is  compatible  with  maintaining  such  accountants'  independence.

                          STOCK PRICE PERFORMANCE GRAPH

     The graph below compares the cumulative total return to stockholders on our
common  stock  with  the  cumulative  total  return  on  the NASDAQ Stock Market
Index-U.S.  ("NASDAQ  US  Index") and the Research Data Group ("RDG") Technology
Composite  for  the period commencing on August 4, 2000, the date of the initial
public offering of the Company's common stock, and ending on June 30, 2002.  The
following graph assumes the investment of $100 in the Company's Common Stock and
in  the  two  other  indices,  and  reinvestment  of  all  dividends.




LANTRONIX  INC

                                                         Cumulative Total Return
                            8/4/00  9/00   12/00  3/01            6/01            9/01   12/01  3/02   6/02
                            ------  -----  -----  -----          ------           -----  -----  -----  -----
                                                                            

LANTRONIX, INC.             100.00  95.00  63.75  50.31          103.00           61.00  63.20  25.90   8.50
NASDAQ STOCK MARKET (U.S.)  100.00  96.68  64.74  48.33           56.96           39.50  51.35  48.66  38.82
RDG TECHNOLOGY COMPOSITE    100.00  94.39  64.29  48.30           53.27           36.08  47.81  45.63  33.03



                                       23

     The  Company  previously  used  a stock price performance graph from the JP
Morgan  H&Q Technology Index, however, this index was discontinued in March 2002
and  therefore  ceased  to  exist.  In compliance with SEC disclosure rules, the
following  chart  demonstrates  the  comparison  of the RDG Technology Composite
Index  with  the  JP  Morgan  H&Q Technology Index for the available retroactive
period.




LANTRONIX  INC

                                             Cumulative Total Return
                             8/4/00   9/00            12/00           3/01    6/01
                             ------  ------           -----           -----  ------
                                                              
LANTRONIX, INC.              100.00   95.00           63.75           50.31  103.00
NASDAQ STOCK MARKET (U.S.)   100.00   96.68           64.74           48.33   56.96
JP MORGAN H & Q TECHNOLOGY   100.00  105.32           68.44           47.86   53.35
RDG TECHNOLOGY COMPOSITE     100.00   94.39           64.29           48.30   53.28



                                  OTHER MATTERS

     The  Company  knows  of  no  other  matters  to  be submitted at the Annual
Meeting.  If  any  other  matters  properly  come  before the meeting, it is the
intention  of  the  persons  named in the enclosed proxy card to vote the shares
they  represent  as  the  Board  of  Directors  may  recommend.

                                         BY ORDER OF THE BOARD OF DIRECTORS

Irvine,  California
October  15,  2002




                       WHERE YOU CAN FIND MORE INFORMATION

     The  Company files reports, proxy statements and other information with the
SEC  under  the Exchange Act.  You may obtain copies of this information by mail
from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024,
Washington,  D.C.  20549,  at  prescribed  rates.  Further  information  on  the
operation of the SEC's Public Reference Room in Washington, D.C. can be obtained
by  calling  the  SEC  at  1-800-SEC-0330.

     The  SEC  also  maintains  an  Internet  site  that contains reports, proxy
statements  and  other  information about issuers, such as the Company, who file
electronically  with  the  SEC.  The address of that site is http://www.sec.gov.

     You  can also inspect reports, proxy statements and other information about
the  Company  at  the  offices  of the Nasdaq Stock Market, 1735 K Street, N.W.,
Washington,  DC  20006.


                                       24

     The SEC allows us to "incorporate by reference" information into this Proxy
Statement.  This  means  that  we  can  disclose important information to you by
referring  you  to  another  document  filed  separately  with  the  SEC.  The
information  incorporated  by  reference  is  deemed  to  be  part of this Proxy
Statement.  This  document  incorporates  by reference the Annual Report on Form
10-K  for  fiscal  year  ended  June  30,  2002 filed with the SEC and mailed in
conjunction  with  this  Proxy  Statement.  This  document  contains  important
information  about  the  Company  and  its  finances.

     You  can  obtain  any  documents  incorporated  by  reference in this Proxy
Statement  from  the  Company, or from the SEC through the SEC's web site at the
address described above.  Documents incorporated by reference are available from
the Company without charge, excluding any exhibits to those documents unless the
exhibit  is  specifically  incorporated by reference as an exhibit in this Proxy
Statement.  Requests  should  be  sent  to the Secretary, Lantronix, Inc., 15353
Barranca  Parkway,  Irvine,  CA  92618.

     YOU  SHOULD  RELY  ONLY  ON  THE  INFORMATION  CONTAINED OR INCORPORATED BY
REFERENCE  IN THIS PROXY STATEMENT TO VOTE ON THE PROPOSALS. THE COMPANY HAS NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS
CONTAINED  IN  THIS  PROXY  STATEMENT.

THIS  PROXY STATEMENT IS DATED OCTOBER 15, 2002.  YOU SHOULD NOT ASSUME THAT THE
INFORMATION  CONTAINED  IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER
THAN  SUCH  DATE,  AND  THE  MAILING  OF  THIS  PROXY  STATEMENT  TO THE COMPANY
STOCKHOLDERS  SHALL  NOT  CREATE  ANY  IMPLICATION  TO  THE  CONTRARY.


                                       25

                                                                      APPENDIX A

             CHARTER - CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

OVERVIEW  -  THE  ROLE  OF  THE  BOARD  OF  DIRECTORS:

     It  is  the paramount duty of the Board of Directors to oversee the CEO and
other  senior  management  in  the  competent  and  ethical  operation  of  the
corporation on a day-to-day basis.  To satisfy this duty the directors will take
a  proactive,  focused  approach  to their position, and set standards to ensure
that the corporation is committed to business success through maintenance of the
highest  standards  of  responsibility  and  ethics.

     Directors  bring  to  the corporation a wide range of experience, knowledge
and  judgment, and bring these skills to bear for the corporation.  These varied
skills  mean  that  good  governance  depends on far more than a "check the box"
approach  to standards or procedures. The governance structure in the company is
designed  to  be  a  working  structure  for  principled  actions,  effective
decision-making  and  appropriate monitoring of both compliance and performance.

     Effective  directors  maintain  an  attitude of constructive skepticism and
careful  review.  Our directors know that their job requires them to ask probing
questions  of  management  and  to take the action necessary to get accurate and
honest  answers.  Our directors also rely on the advice, reports and opinions of
management,  counsel  and our expert advisers.  In doing so the board constantly
evaluates the qualifications of those it relies upon for information and advice,
and  also  looks  to the process used by managers and advisers in reaching their
recommendations.

     Finally  our  board  prides itself on keeping up to date on best governance
practices.  We,  working  together with management and our advisers, look to the
knowledge  and  information  of  others  in the governance debate for additional
information  on  how  to  manage  our  affairs.  We particularly note the recent
efforts  by  the  various  exchanges  as  well  as  the  Securities and Exchange
Commission  and the Business Roundtable to promote better governance.  We intend
to  continually monitor the way we govern ourselves, including reviewing whether
there  are  alternatives  or  new  ideas  which  would strengthen our governance
structures.

     DIRECTOR  QUALIFICATIONS:

     The  board  shall  have  a  majority of directors who meet the criteria for
independence established by the NASDAQ.  The Corporate Governance and Nominating
Committee  ("CGN  Committee")  of  the board, in accordance with the charter and
principles  of  that committee, will nominate individuals to serve on the board.
The  CGN  Committee  is  responsible  for reviewing with the board, on an annual
basis,  the  appropriate skills and characteristics required of board members as
well  as  the composition of the board as a whole.  This assessment will include
members'  qualification  as  independent, as well as consideration of diversity,
skills,  age and experience in such areas as operations, finance, marketing, and
sales,  as well as the general needs of the board.  The board, together with the
Chairman  of  the  CGN Committee and the Chairman of the Board, shall extend the
actual  invitation  to  join  the  board.

     The board currently has three members.  The board reviews from time to time
the appropriateness of its size.  The board would consider expanding its size to
accommodate  outstanding  candidates.

     The  board,  through the CGN Committee, will have the opportunity to review
the  appropriateness  of  the  continued  service  of directors who change their
position  or  responsibility that they held when they were elected to the board.

     Each  board  member  must ensure that other existing and anticipated future
commitments  do  not materially interfere with the members' service as director.
Directors  should  advise the CGN Committee of any invitations to join the board
of  any  other  public  company  prior  to  accepting  another  directorship.

     The  board  believes  that  term  limits are on balance not the best way to
maximize  the  effectiveness  of  the  board.  While  terms  limits would likely
introduce  fresh  perspectives  and  make new viewpoints available to the board,
they  may  have  the  countervailing  effect  of causing the loss of the benefit
gained  from  the  contributions  of  directors  who  have developed, over time,
increasing  insight  into the Company.  As an alternative to term limits the CGN
Committee  will  review  the  appropriateness  of  each board member's continued
service  every  three  years.



     DIRECTOR  RESPONSIBILITIES:

     The  fundamental  role  of  the  directors  is  to  exercise their business
judgment  to act in what they reasonably believe to be the best interests of the
Company  and  its shareholders.  In fulfilling that responsibility the directors
should  be  able  to  rely  on the honesty and integrity of the Company's senior
management  and  expert  legal,  accounting,  financial and other advisors.  The
directors  have  the  benefit of directors' and officers' insurance, paid by the
company,  to  indemnification  to the fullest extent allowed under the Company's
charter and Delaware law, and to exculpation as provided by Delaware law and the
Company's  charter.

     Board  members  are  expected to prepare for, attend and participate in all
board  and  applicable committee meetings, and to spend the time needed and meet
as  often as necessary to properly discharge their obligations.  Information and
data  that  are  important  to  the  board's understanding of the business to be
conducted  at  a  board  or committee meeting should generally be distributed in
writing to the directors prior to the meeting, so that board meeting time may be
conserved  and discussion time focused on questions that the board has about the
materials.  Particularly  sensitive  subject  matters  may  be  discussed at the
meeting  without  advance  distribution  of  written  materials.

     The  board  does  not  have  a  policy on whether or not the roles of Chief
Executive  Officer and Chairman of the Board should be separate and, if they are
to  be  separate,  whether the Chairman should be selected from the non-employee
directors  or  be  an  employee.  The  board  believes  these  issues  should be
considered  as  part of the board's broader succession planning process.  In the
event the Chairman is an employee of the corporation, the non-employee directors
shall select a Lead Independent Director.  The Lead Independent Director, if one
is  needed,  will  be  selected  by  the  outside  directors and will assume the
responsibility  of  chairing meetings of outside directors and bear such further
responsibilities that the outside directors as a whole might designate from time
to time.  The identity of the Lead Independent Director will be disclosed in the
annual  proxy  statement.

     The  Chairman of the Board will establish the agenda for each board meeting
and  the Secretary will distribute it in advance to the board.  At the beginning
of each year the Chairman will, to the extent foreseeable and practicable, set a
schedule  of agenda items to be discussed during the year.  Each board member is
free  to  suggest the inclusion of items on the agenda and to raise at any board
meeting  subjects  that  are not on the agenda for that meeting.  The board will
review  the  Company's  long-term strategic plans and the big-picture challenges
faced  by  the  Company  in  executing  on these plans during at least one board
meeting  per  year.

     The  board's  policy  is  to  have  a separate meeting time for the outside
directors.  Such  meetings  should  occur  at  least  annually.

     The  board  believes  that  management  speaks for the Company.  Individual
board  members  may  occasionally  meet  or  otherwise  communicate with various
constituencies that are involved with the Company, but it is expected that board
members  would  do this with the knowledge of management and, in most instances,
absent  unusual  circumstances  or as contemplated by the committee charters, at
the  request  of  management.

BOARD  COMMITTEES:

     A  Nominating  and  Governance  Committee, Audit Committee and Compensation
Committee  of  the  board shall exist at all times.  All of the members of these
committees  will  meet  the  criteria for independence established by the Nasdaq
Stock  Market.  The  members  of  these  committees  will  also  meet  the other
membership  criteria  specified in the respective charters for these committees.
Committee  members will be appointed by the board upon recommendation by the CGN
Committee  of  the  board, in accordance with the charter and principles of that
committee.  There  will,  from time to time, be occasions on which the board may
want  to  rotate committee members, but the board does not believe that a formal
policy  of  rotation  is  mandated.



     Each  committee shall have its own charter.  The charter will set forth the
principles,  policies,  objectives  and  responsibilities  of  the committees in
addition  to  the  qualifications  for  committee  membership,  procedures  for
committee  member nomination and removal, committee organization and functioning
and  how  the  committee  will  communicate  with  the board.  The charters will
provide  that each committee will meet to review its performance at least once a
year.

     The  Chairman  of each committee will, in consultation with the appropriate
committee  members  and  members  of  management,  and  in  accordance  with the
committee's  charter,  determine  the frequency and length of committee meetings
and develop the committee's agenda.  At the beginning of the year each committee
will establish a schedule of agenda subjects to be discussed during the year (to
the  extent  these  can  be  foreseen).  The schedule for each committee will be
furnished  to  the  full  board.
The  board and each committee shall have the authority to obtain advice, reports
or  opinions  from  internal  and external counsel and expert advisors and shall
have  the  power to hire independent legal, financial and other advisors as they
may  deem  necessary,  without  consulting with, or obtaining approval from, any
officer  of  the  Company  in  advance.
The  board  may, from time to time, form new committees as it deems appropriate.

BOARD  EVALUATION:

     The  CGN  Committee  will  oversee  the  annual board evaluation process in
accordance  with  the  charter and principles of that committee. As part of this
process  directors  will  conduct  a  self-evaluation to review the progress and
effectiveness  of  the board and its committees, and will submit its comments to
the CGN Committee. The CGN Committee will then report back to the board, and the
full  board  will  consider  and  discuss  the  committee's  report.

MANAGEMENT  SUCCESSION:

     The  CGN  Committee should conduct an annual review on succession planning,
in  accordance with the charter and principles of that committee.  The committee
should report its recommendation to the board.  The entire board, along with the
committee,  will nominate and evaluate potential successors to the CEO.  The CEO
should  make  available  his  or  her  recommendation  for potential successors,
together  with the reasons for such recommendation and any suggested strategy or
development  plans  for  that  person.

DIRECTOR  ORIENTATION  AND  CONTINUING  EDUCATION:

     The  Company  will  have an orientation program for new directors, and each
new  director  must  participate in the program within two months of the date on
which  he  or she is elected or appointed to the board.  The orientation program
will  include  presentations  that review the Company's business strategies, its
financial  and  accounting  systems  and  risk  management controls, its code of
business  conduct  and  methods  and  compliance  programs, and its internal and
independent  auditor.  The  Orientation  should  include  an introduction to the
Company's senior management, visits its corporate headquarters and to the extent
practicable  its  significant  facilities.

INCUMBENT  DIRECTORS  MAY  ALSO  BE  INVITED  TO ATTEND THE ORIENTATION PROGRAM.



                                                                      APPENDIX B

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 LANTRONIX, INC.

 Lantronix,  Inc.,  a  corporation organized and existing under and by virtue of
the  General  Corporation Law of the State of Delaware (the "Corporation"), does
hereby  certify  that:

     (1)  The  name of the Corporation is Lantronix, Inc. The date of the filing
of  its  original Certificate of Incorporation (the "Original Certificate") with
the Secretary of State of the State of Delaware was May 24, 2000, under the name
Lantronix,  Inc.

     (2)  Pursuant to Section 242(b) of the Delaware General Corporation Law the
Board  of  Directors  of the Corporation has duly adopted, and a majority of the
outstanding  stock  entitled to vote thereon has approved, the amendments to the
Certificate of Incorporation of the Corporation set forth in this Certificate of
Amendment.

     (3)  Article  IV. of the Certificate of Incorporation of the Corporation is
amended  to  insert  the  following paragraph as the second paragraph of Article
IV.:

     "Effective  immediately  upon  the  filing of this Certificate of Amendment
     with  the  Delaware  Secretary  of  State,  every [ ] outstanding shares of
     Common Stock shall without further action by this Corporation or the holder
     thereof  be  combined  into  and  automatically  become one share of Common
     Stock.  The  authorized shares of the Corporation shall remain as set forth
     in  this  Certificate of Incorporation. No fractional share shall be issued
     in connection with the foregoing stock split; all shares of Common Stock so
     split that are held by a stockholder will be aggregated and each fractional
     share  resulting from such aggregation shall be rounded down to the nearest
     whole  share. In lieu of any interest in a fractional share of Common Stock
     to  which  a  stockholder  would  otherwise  be entitled as a result of the
     foregoing  split,  the  Corporation  shall  pay  a  cash  amount  to  such
     stockholder equal to the fair value as determined by the Board of Directors
     of  such fractional share as of the effective date of the foregoing split."

     IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this Certificate of
     Amendment of the Certificate of Incorporation on this [ ]day of[ ], 200[ ].

     LANTRONIX,  INC.


     By:     ____________________
             Marc  Nussbaum
             Interim  Chief  Executive  Officer

     Attest:


     By:     ____________________
             Michael  Oswald
             Secretary



                                                                      APPENDIX C

                                      PROXY

                                 LANTRONIX, INC.
                       2002 ANNUAL MEETING OF STOCKHOLDERS

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                               OF LANTRONIX, INC.

     The  undersigned  stockholder  of  LANTRONIX, INC., a Delaware corporation,
hereby  acknowledges receipt of the Notice of Annual Meeting of Stockholders and
Proxy  Statement, each dated October 15, 2002, and hereby appoints Marc Nussbaum
and  Michael  Oswald or either of them, proxies and attorneys-in-fact, with full
power  to each of substitution, on behalf and in the name of the undersigned, to
represent  the  undersigned  at the Annual Meeting of Stockholders of Lantronix,
Inc.  to be held on November 12, 2002 at 9:00 a.m., local time, at the corporate
office  of  Lantronix, Inc. at 15353 Barranca Parkway, Irvine, California 92618,
and at any adjournment or adjournments thereof, and to vote all shares of Common
Stock  which  the  undersigned  would  be  entitled  to  vote  if then and there
personally  present,  on  the  matters  set  forth  on  the  reverse  side.

THIS  PROXY WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY DIRECTION IS INDICATED,
WILL  BE  VOTED  "FOR"  THE  ELECTION  OF  THE  NOMINEE AS A DIRECTOR, "FOR" THE
RATIFICATION  OF  THE  APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS,
AND  APPROVAL  FOR THE DISCRETION OF THE BOARD OF DIRECTORS TO APPROVE A REVERSE
STOCK  SPLIT  IF IT DETERMINES IT IS IN THE BEST INTEREST OF THE COMPANY, AND AS
SAID  PROXIES  DEEM  ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE  MEETING.

                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE

[BACK OF PROXY]
                                   DETACH HERE

[X]  Please  mark
     your  votes  as
     indicated

1.   ELECTION  OF  A  DIRECTOR

     Nominee:  Thomas  Burton

                        FOR THIS NOMINEE             WITHHELD FROM THIS NOMINEE
                              [ ]                               [ ]

                                                     FOR     AGAINST    ABSTAIN
2.   PROPOSAL  TO  RATIFY  THE  APPOINTMENT          [ ]     [ ]        [ ]
     OF ERNST & YOUNG LLP AS INDEPENDENT
     AUDITORS OF THE COMPANY FOR THE
     FISCAL YEAR ENDING JUNE 30, 2002.

                                                     FOR     AGAINST    ABSTAIN
3.   PROPOSAL TO AUTHORIZE THE BOARD OF DIRECTORS    [ ]     [ ]        [ ]
     TO APPROVE A REVERSE-STOCK SPLIT IF IT
     DETERMINES IT IS IN THE BEST INTEREST OF THE
     COMPANY AND IN ORDER TO MAINTAIN LISTING OF
     THE COMPANY'S SECURITIES ON THE NASDAQ
     NATIONAL  MARKET.



IN  THEIR  DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE ON SUCH OTHER BUSINESS
AS  MAY  PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENT(S) THEREOF.

THIS  PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY  THE  UNDERSIGNED  STOCKHOLDER.  IF  NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED  "FOR"  ITEMS  1  THROUGH  3.


Signature: ____________________ Signature: _____________________ Date: _________

This  Proxy  should be marked, dated and signed by the stockholder(s) exactly as
his  or her name appears hereon, and returned promptly in the enclosed envelope.
Persons  signing  in a fiduciary capacity should so indicate. If shares are held
by  joint  tenants  or  as  community  property,  both  should  sign.