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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):
                                 March 30, 2004


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


   Delaware                         1-16027               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  2.     Acquisition or Disposition of Assets

          Lantronix, Inc. announced in a press release on March 30, 2004 that it
          sold  all  of its Premise software unit assets to an undisclosed buyer
          for  $1 million in cash.. A copy of this press release is furnished as
          Exhibit  99.1  to  this  report.  This information shall not be deemed
          "filed"  for  purposes of Section 18 of the Securities Exchange Act of
          1934, as amended, and is not incorporated by reference into any filing
          of  the company, whether made before or after the date of this report,
          regardless  of  any  general  incorporation  language  in  the filing.


Item  7.     Financial  Statements  and  Exhibits

     (c)     Exhibits

          The  following  exhibit  is  filed  herewith:

     99.1 Press  Release  dated  March 30, 2004 announcing Lantronix sold all of
          its  Premise  software  unit  assets  to  an  undisclosed buyer for $1
          million  in  cash.


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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 2, 2004                         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 March 30, 2004 announcing Lantronix sold all
               of  its  Premise software unit assets to an undisclosed buyer for
               $1  million  in  cash.



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