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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):
                                February 24, 2003


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



          Delaware                  333-37508             33-0362767
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(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. announced in a press release on February 24, 2003 that its
Board  of Directors appointed Marc Nussbaum as the President and Chief Executive
Officer  of Lantronix, Inc. and James Kerrigan as the Chief Financial Officer of
Lantronix,  Inc.  Each  was  previously  serving  in  an interim capacity in his
respective  office  since May 2002.  The press release is attached as an exhibit
to  this  Current  Report  on  Form  8-K.


Item  7.     Financial  Statements  and  Exhibits

     (c)     Exhibits

          The  following  exhibit  is  filed  herewith:

          99.1  Press  Release dated February 24, 2003  announcing  the  officer
                appointments.


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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:  February  24,  2003              By:  /S/ MICHAEL S. OSWALD
                                             ---------------------------
                                             Michael  S.  Oswald
                                             Vice President, General Counsel and
                                             Secretary


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

99.1  Press Release dated February 24, 2003 announcing the officer appointments.



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