For  Immediate  Release


            LANTRONIX, INC. REPORTS FISCAL 2004 THIRD QUARTER RESULTS

    RESERVE ADJUSTMENTS REDUCE EPS NET LOSS TO $0.01 AND CONTRIBUTE TO POSITIVE
       INCOME FROM CONTINUING OPERATIONS; FOUR NEW PRODUCT LINES LAUNCHED


     IRVINE, CA, MAY 6, 2004 - Irvine, CA - Lantronix, Inc. (NASDAQ: LTRX) today
reported  results  for  its  third  fiscal  quarter  ended  March  31,  2004:

- -    Revenues  for  the  three-month  period  ended  March  31,  2004 were $12.3
     million,  flat  with  the  same  period last year when the company recorded
     $12.3  million  in  revenues.

- -    Net  loss  was  reduced  to  $(553,000), or $(0.01) per share for the third
     fiscal  2004  quarter, compared with net loss of $(9.9) million, or $(0.18)
     per  share  for  the  same  quarter in fiscal 2003. Results for the quarter
     ended  March  31,  2004  included  favorable  accounting  adjustments  to
     previously  recorded  restructuring  reserves,  and adjustments to expenses
     related to the disposition of the Premise business unit during the quarter.

- -    Cash  balance  was reduced during the quarter by $390,000, in line with the
     company's  earlier  guidance.

- -    Four  new  IT  Management and Device Networking product lines were launched
     during  the  quarter.

     As  previously  disclosed,  the  company  completed the sale of its Premise
subsidiary  in  the  March  2004  quarter,  which  has  been reclassified and is
presented  as  discontinued  operations  for  all  periods.

     For  the  third  fiscal  quarter ended March 31, 2004, the company reported
revenues of $12.3 million and net income from continuing operations of $116,000,
or  $0.00  per  share, compared with revenues of $12.3 million and net loss from
continuing  operations  of  $(7.8)  million,  or $(0.14) per share for the third
fiscal  2003  quarter and revenues of $12.5 million and net loss from continuing
operations  of  $(1.5)  million,  or $(0.03) per share for the prior consecutive
quarter  ended  December  31,  2003.

     Net  loss from discontinued operations of the company's Premise subsidiary,
which  was  sold  during  the quarter, was $(669,000), or $(0.01) per share, and
$(2.1)  million,  or $(0.04) per share for the third fiscal quarters ended March
31,  2004,  and 2003, respectively, and $(3.7) million, or $(0.06) per share for
the  quarter  ended  December  31,  2003.

     Net  loss  was  $(553,000),  or  $(0.01)  per share, and $(9.9) million, or
$(0.18)  per share for the third fiscal quarters ended March 31, 2004, and 2003,
respectively,  and  $(5.3)  million,  or $(0.09) per share for the quarter ended
December  31,  2003.

     For the nine month period ended March 31, 2004, Lantronix recorded revenues
of  $37.0  million and net loss from continuing operations of $(3.7) million, or
$(0.07)  per  share, compared with revenues of $37.6 million and a net loss from
continuing  operations  of  $(24.4)  million, or $(0.45) per share, for the same
period  last  year.

     Net  loss  from  discontinued operations was $(5.2) million, or $(0.09) per
share, and $(4.0) million, or $(0.08) per share for the nine month periods ended
March  31,  2004,  and  2003,  respectively.

     Net  loss was $(8.9) million, or $(0.16) per share, and $(28.4) million, or
$(0.53)  per  share  for  the nine month periods ended March 31, 2004, and 2003,
respectively.

     Cash and cash equivalents and marketable securities decreased approximately
$390,000  during  the  quarter ended March 31, 2004, compared with a decrease of
$5.5  million for the same period a year earlier, and in line with the company's
earlier guidance of less than $1 million. The company borrowed $500,000 from its
line  of  credit  to  finance  a  contractual  settlement.

     The  company settled certain contractual obligations and reduced previously
accrued  restructuring  costs  by  $2.1  million  in  the  March  2004  quarter.

     During  the quarter, the company launched four new IT Management and Device
Networking  product  lines,  the  most  in  its  15-year  history:

- -    WiPort  , the industry's first wireless device networking solution to offer
     IEEE  802.11  (WiFi)  wireless and wired connectivity in a complete compact
     integrated  module.  "We  believe  the  advent  of affordable wireless edge
     technology  and infrastructure components serve to eliminate one of the key
     barriers to widespread adoption of device networking," said Nussbaum. "With
     the  introduction  of the WiPort product line, Lantronix is well positioned
     to  capitalize  on  the  explosive  growth  in  wireless infrastructure and
     applications."

- -    The  SecureBox  product  family,  the world's first and currently only U.S.
     NIST  Advanced  Encryption Standard (AES) certified device servers. The AES
     certification  is  required  for  all federal agencies to ensure secure and
     private  electronic  transmission  of  data  and is being adopted widely by
     non-government  organizations as well. In late March, the company announced
     that  Honeywell,  a  global  leader  in  diversified  technology  and
     manufacturing,  selected the Lantronix Secure Box product family to provide
     enterprise  class  security management and access control solutions for the
     Honeywell  Enterprise  Building  Integrator  Suite.

- -    SecureLinx  Remote  KVM  (Keyboard  Video  Mouse)  product line, offering a
     cost-effective  remote  management  solution  without the hassle of special
     cabling  or proprietary software. "With the launch of the SecureLinx Remote
     KVM  family,  Lantronix  has  established  itself as a complete provider of
     remote  management  solutions  for  both  Windows and non-Windows operating
     environments,"  said  Nussbaum.

- -    The  industry's  first  NEBS  Level  3  compliant ActiveLinx console server
     product  line.  Level three NEBS is the most rigorous standard developed by
     the  Networking  Equipment  Building  Systems  association, which qualifies
     equipment under extreme environmental conditions for the telecommunications
     industry.

     "While we experienced flat overall revenue in the March quarter as a result
of  normal  holiday seasonality, year to date revenues from the on-going core IT
Management  and  Device  Networking business increased modestly as we simplified
the business and exited certain activities," stated Marc Nussbaum, president and
CEO.  "With a portfolio of new and compelling product lines, continued quarterly
double  digit  growth  in  sales  of our XPort product family, and our improving
operational  fundamentals,  we are confident that Lantronix has the right pieces
in  place  to  grow  this  business  going  forward."


(a)     FOURTH  FISCAL  2004  QUARTER  OUTLOOK

     The  following  statements  are  forward-looking  and  are based on current
expectations.  Statements  about future revenues, product successes or sales, or
cash  usage are subject to variations in any specific period. Actual results may
differ  materially  from  those  described  below.  The  company  undertakes  no
obligation  to  update  this  release.

     "With  the launch and anticipated market acceptance of our new products, we
look  forward  to  continued  improvement  in  our core business and operational
fundamentals  with  cash  usage in the range of $1 million in the June quarter,"
said  Nussbaum.

About  Lantronix

     Lantronix,  Inc.  (Nasdaq:  LTRX)  is  a  provider of hardware and software
solutions  ranging  from  systems  that  allow  users to remotely manage network
infrastructure  equipment  to  technologies  that  network-enable  products  and
appliances.  Lantronix  was  established in 1989, and its worldwide headquarters
are in Irvine, Calif. For more information, visit the company on the Internet at
www.lantronix.com.


2.     Cautionary  Note  Regarding  Forward-looking  Statements

     Certain statements in this press release may be considered "forward-looking
statements"  within  the  meaning  of  the  federal  securities  laws.  The
forward-looking  statements include without limitation statements regarding: our
ability to grow the business; our continued improvement in our core business and
operational  fundamentals;  and  our  expected  cash  usage  of approximately $1
million  in  the fourth quarter of fiscal 2004. These forward-looking statements
are based on the opinions and estimates of management at the time the statements
are  made  and  are  subject to certain risks and uncertainties that could cause
actual  results  to  differ  materially  from  those  anticipated  in  the
forward-looking  statements.

     Factors  that  could affect Lantronix's actual results include, but are not
limited  to,  business and economic conditions and growth trends in our industry
and  target  markets,  as well as the geographic regions we serve; variations in
customer demand for products and services; changes in customer order patterns or
customer  mix;  insufficient, excess or obsolete inventory; litigation involving
patents,  intellectual  property,  antitrust,  stockholder  and  other  matters,
including  the  impact of pending litigation; our ability to successfully manage
costs and expenses; new product introductions by our competitors or entry of new
competitors into the markets for our products; possible development or marketing
delays  relating  to our product offerings; continued or increased reductions in
spending  in  the  networking sector; significant turnover of our key employees;
unpredictability  of future quarters; possible defects in our product offerings.

     In addition, for a more detailed description of the risks and uncertainties
that  could cause our actual results to differ materially from those anticipated
in  the  forward-looking  statements, please see the "Risk Factors" described in
our  Securities  and Exchange Commission filings, including our Annual Report on
Form  10-K  for the fiscal year ended June 30, 2003 and our quarterly reports on
Form  10-Q  for  the  quarters  ended  subsequent  to  June  30,  2003.  All
forward-looking  statements  included in this release are based upon information
available  to  Lantronix  as  of  the  date  of  the  release,  and we assume no
obligation  to update any such forward-looking statement to reflect any event or
circumstance  occurring  after  the  date  of  this  press  release.


                                      # # #

Lantronix  is a registered trademark of Lantronix, Inc. All other trademarks are
properties  of  their  respective  owners.


     Media  Contacts:

     Jim  Kerrigan,  CFO
     Lantronix
     949-453-3990





          SELECTED UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET DATA
                                 (IN THOUSANDS)

                                                     MARCH 31,     JUNE 30,
                                                        2004        2003
                                                     ----------  ----------
                                                           
Cash and cash equivalents and marketable securities  $  12,863   $  14,078
Accounts receivable, net. . . . . . . . . . . . . .      3,891       3,818
Inventories . . . . . . . . . . . . . . . . . . . .      7,357       6,011
Goodwill. . . . . . . . . . . . . . . . . . . . . .      9,488       9,488
Purchased intangible assets, net. . . . . . . . . .      2,561       4,275
Long-term investments . . . . . . . . . . . . . . .      5,007       5,458
Total assets. . . . . . . . . . . . . . . . . . . .     52,606      62,856

Accumulated deficit . . . . . . . . . . . . . . . .   (149,281)   (140,424)
Total stockholders' equity. . . . . . . . . . . . .     31,327      37,717






                UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                         (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                THREE MONTHS ENDED   NINE MONTHS ENDED
                                                    MARCH 31,            MARCH 31,

                                                  2004      2003      2004      2003
                                                --------  --------  --------  ---------
                                                                  
Net revenues . . . . . . . . . . . . . . . . .  $12,310   $12,340   $37,009   $ 37,624
Cost of revenues . . . . . . . . . . . . . . .    5,393     9,226    18,292     24,834
                                                --------  --------  --------  ---------

Gross profit . . . . . . . . . . . . . . . . .    6,917     3,114    18,717     12,790
                                                --------  --------  --------  ---------

Operating expenses:
  Selling, general and administrative. . . . .    6,572     7,225    18,027     22,359
  Research and development . . . . . . . . . .    2,042     2,260     5,587      7,367
  Stock-based compensation . . . . . . . . . .       89       490       307      1,270
  Amortization of purchased intangible assets.       29       301       118        557
  Restructuring charges. . . . . . . . . . . .   (2,098)      120    (2,098)     4,938
                                                --------  --------  --------  ---------
    Total operating expenses . . . . . . . . .    6,634    10,396    21,941     36,491
                                                --------  --------  --------  ---------

Income (loss) from operations. . . . . . . . .      283    (7,282)   (3,224)   (23,701)

Interest income (expense), net . . . . . . . .        8        20        43        287
Other income (expense), net. . . . . . . . . .     (103)     (527)     (283)      (935)
                                                --------  --------  --------  ---------

Income (loss) before income taxes. . . . . . .      188    (7,789)   (3,464)   (24,349)

Provision for income taxes . . . . . . . . . .       72        14       208         62
                                                --------  --------  --------  ---------

Income (loss) from continuing operations . . .      116    (7,803)   (3,672)   (24,411)

Loss from discontinued operations. . . . . . .     (669)   (2,118)   (5,185)    (4,034)
                                                --------  --------  --------  ---------

Net loss . . . . . . . . . . . . . . . . . . .  $  (553)  $(9,921)  $(8,857)  $(28,445)
                                                ========  ========  ========  =========

Basic income (loss) per share:
  Income (loss) from continuing operations . .  $  0.00   $ (0.14)  $ (0.07)  $  (0.45)
  Loss from discontinued operations. . . . . .    (0.01)    (0.04)    (0.09)     (0.08)
                                                --------  --------  --------  ---------

Basic net loss per share . . . . . . . . . . .  $ (0.01)  $ (0.18)  $ (0.16)  $  (0.53)
                                                ========  ========  ========  =========

Diluted income (loss) per share:
  Income (loss) from continuing operations . .  $  0.00   $ (0.14)  $ (0.07)  $  (0.45)
  Loss from discontinued operations. . . . . .    (0.01)    (0.04)    (0.09)     (0.08)
                                                --------  --------  --------  ---------

Diluted net loss per share . . . . . . . . . .  $ (0.01)  $ (0.18)  $ (0.16)  $  (0.53)
                                                ========  ========  ========  =========

Weighted average shares (basic). . . . . . . .   57,295    54,919    56,236     54,178
                                                ========  ========  ========  =========
Weighted average shares (diluted). . . . . . .   58,087    54,919    56,236     54,178
                                                ========  ========  ========  =========