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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):
                                April 18, 2003


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



   Delaware                         333-37508             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. announced in a press release on April 18, 2003 an update on
previous guidance it provided regarding its third fiscal quarter ended March 31,
2003.  The  company  expects  net  revenues  to  be about $12.1-12.5 million. It
previously  said  it  expected  approximately $13.5 million in net revenues. The
company also indicated cash was reduced by approximately $5.7 million during the
quarter,  as  compared  to  its cash usage forecast of $2-3 million. The company
further  noted  a flat climate in the overall market, progress on transitions in
manufacturing,  and  continued  objectives  for  reaching cash break even in the
current  quarter.


Item  7.     Financial  Statements  and  Exhibits

     (c)     Exhibits

          The  following  exhibit  is  filed  herewith:

          99.1  Press Release  dated  April 18, 2003  announcing update on third
                fiscal  quarter.


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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:  April  18,  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  April 18, 2003  announcing  update  on  third
         fiscal  quarter.


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