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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 10, 2004
                                 ______________

                                 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)
                                 ______________

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions  (see  General  Instruction  A.2.  below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act(17  CFR  240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act(17  CFR  240.13e-4(c))


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Item  2.02     Results  of  Operations  and  Financial  Condition

          Lantronix,  Inc. announced in a press release on September 9, 2004 the
          preliminary results of its fiscal year ending June 30, 2004. A copy of
          this  press  release  is furnished as Exhibit 99.1 to this report. The
          Company  conducted a public earnings call the same day during which it
          shared  this  same  information.  An audio copy and transcript of that
          call  is  provided  on the Company web site at www.lantronix.com. 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  9.01     Financial  Statements  and  Exhibits

     (c)     Exhibits

     99.1 Press  Release  dated  September  9, 2004 announcing results of fiscal
          year  ending  June  30,  2004 with selected consolidated balance sheet
          data and selected unaudited consolidated statement of operations data.


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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  10,  2004     By:  /s/  James  W.  Kerrigan
                                     --------------------------
                                     James  W.  Kerrigan
                                     Chief  Financial  Officer


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

     99.1 Press  Release  dated  September  9, 2004 announcing results of fiscal
          year  ending  June  30,  2004 with selected consolidated balance sheet
          data and selected unaudited consolidated statement of operations data.


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