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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):
                                September 5, 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.  reached  a  settlement  of  the securities and employment
claims  brought by the founders of United States Software Corporation, a company
Lantronix  acquired  in December 2000.  Lantronix announced this settlement in a
Press  Release  on September 4, 2003 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 Press  Release  dated  September 4, 2003 announcing settlement of
               U.S.  Software  litigation.




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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:  September  5,  2003                  By:   /S/ MICHAEL S. OSWALD
                                                   ---------------------------
                                                   Vice  President,
                                                   General  Counsel  and
                                                   Secretary


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

     99.1 Press  Release  dated  September 4, 2003 announcing settlement of U.S.
          Software  litigation.




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