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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                Date of Report (Date of earliest event reported):
                                January 20, 2003


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



   Delaware                         1-16027               33-0362767
   -----------------------       --------------        -----------------
(State or other jurisdiction      (Commission           (IRS Employer
     of incorporation)            File Number)        Identification No.)

                             15353 Barranca Parkway
                                   Irvine, CA
                                      92618
                    (Address of Principal Executive Offices)
                                   (Zip Code)
       Registrant's telephone number, including area code: (949) 453-3990


          (Former name or former address, if changed since last report)

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Item  5.          Other  Events

     Lantronix, Inc. has entered into a Compromise Settlement and Mutual Release
Agreement  with each of the former shareholders of Premise Systems, Inc., in the
form  attached  to  this  Current  Report  on  Form  8-K.


Item  7.     Financial  Statements  and  Exhibits

     (c)     Exhibits

          The  following  exhibit  is  filed  herewith:

          99.1  Form  of  Compromise  Settlement  and  Mutual Release Agreement.


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                                    SIGNATURE

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

                                                   LANTRONIX,  INC.


Date:  January  31,  2003                    By:   /S/ MICHAEL S. OSWALD
                                                   ---------------------------
                                                   Michael  S.  Oswald
                                                   Secretary


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                                  EXHIBIT INDEX
                                  -------------

99.1     Form  of  Compromise  Settlement  and  Mutual  Release  Agreement.


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