===============================================================================

                       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):
                                May 16, 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)

===============================================================================

                                        1



Item  5.          Other  Events

     Lantronix,  Inc. announced in a press release on May 5, 2003 the results of
its third fiscal quarter ended March 31, 2003. The company reported revenues for
the quarter of $12.4 million and a net loss of $9.9 million, or $0.18 per share.
The  company  further  indicated operating expenses for the quarter were reduced
$3.1  million,  to  $12.4  million,  as compared with $15.5 million for the same
period  last  year.  The  company  noted  selling,  general  and  administrative
expenses,  and  research  and  development  expenses were reduced $1 million, to
$10.3  million,  as  compared to $11.3 million in the prior quarter. Lastly, the
company  announced  it began production shipment of XPort, the world's first and
smallest  integrated  web  /  networking  server  solution.


Item  7.     Financial  Statements  and  Exhibits

     (c)     Exhibits

          The  following  exhibit  is  filed  herewith:

          99.1  Press Release  dated  May 5, 2003  announcing  update  on  third
                fiscal  quarter.


                                        2



                                    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:  May  16,  2003                 By:   /S/ MICHAEL S. OSWALD
                                                ---------------------------
                                                Michael  S.  Oswald
                                                Vice President, General Counsel
                                                and Secretary


                                        3



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

99.1     Press Release  dated  May 5, 2003  announcing  update on  third  fiscal
         quarter.


                                        4