UNITED STATES
                       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: November 18, 2002
                        (Date of earliest event reported)


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


           Delaware                      1-16027                 33-0362767
(State or other jurisdiction of   (Commission File Number)      (IRS Employer
       incorporation)                                        Identification No.)


                15353 Barranca Parkway Irvine, California 92618
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (949) 453-3990

                                 Not applicable
          (Former name or former address, if changed since last report)




Item 1.  Change in control of registrant.

Not applicable.

Item 2. Acquisition or disposition of assets.

Not applicable.

Item 3. Bankruptcy or receivership.

Not applicable.

Item 4. Changes in registrant's certifying accountant.

Not applicable.

Item 5. Other.

     On  November 18, 2002, Lantronix, Inc. (the "Company") announced in a press
release the results of the Company's 2002 Annual Meeting of Stockholders held on
November  12,  2002. The stockholders approved a 1:3 reverse split in the Common
Stock  of  the Company, in an endeavor to satisfy requirements for the Company's
securities to be listed on the Nasdaq National Market and to amend the Company's
Certificate  of  Incorporation  accordingly.

     Although  approved,  Lantronix's  Board  of  Directors will only initiate a
reverse  split  at  such time it determines such action is necessary in order to
continue  Nasdaq  listing  requirements  that  are  related  to  share  price.

     At  the  same  meeting,  stockholders  elected Thomas W. Burton to serve as
Director  until  the  2005  Annual Meeting of Stockholders, and ratified Ernst &
Young  LLP  as  independent auditors of the Company for the year ending June 30,
2003.


Item 6. Resignations of registrant's directors.

Not applicable.

Item 7.  Financial Statements and Exhibits.

Press Release on November 18, 2002.


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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,  thereunto  duly  authorized,  in  the  City  of  Irvine,  State of
California,  on  November  19,  2002.

                                                LANTRONIX, INC.

                                            By  /S/  MARC NUSSBAUM
                                                ----------------------
                                                Marc Nussbaum
                                                Interim Chief Executive Officer

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