CERTIFICATIONS

I,  James  W.  Kerrigan,  certify  that:

     1.  I  have reviewed this quarterly report on Form 10-Q of Lantronix, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this quarterly
report;

     3.  Based  on  my  knowledge, the financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

     4.  The  registrant's other certifying officer(s) and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for  the  registrant and have:

          a)  Designed  such  disclosure controls and procedures, or caused such
disclosure  controls  and  procedures  to  be designed under our supervision, to
ensure  that  material  information  relating  to  the registrant, including its
consolidated  subsidiaries, is made known to us by others within those entities,
particularly  during  the  period  in  which  this  report  is  being  prepared;

          b) Evaluated the effectiveness of the registrant's disclosure controls
and  procedures  and  presented  in  this  report  our  conclusions  about  the
effectiveness  of  the  disclosure controls and procedures, as of the end of the
period  covered  by  this  report  based  on  such  evaluation;  and

          c)  Disclosed  in  this report any change in the registrant's internal
control  over  financial  reporting  that  occurred during the registrant's most
recent  fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual  report)  that  has  materially  affected,  or  is  reasonably  likely to
materially  affect,  the registrant's internal control over financial reporting;
and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on  our  most recent evaluation of internal control over financial reporting, to
the  registrant's  auditors and the audit committee of the registrant's board of
directors  (or  persons  performing  the  equivalent  functions):

          a)  All significant deficiencies and material weaknesses in the design
or  operation  of internal control over financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and

          b)  Any  fraud,  whether  or not material, that involves management or
other employees who have a significant role in the registrant's internal control
over  financial  reporting.


May 7,  2004

/s/  James  W.  Kerrigan
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James  W.  Kerrigan
Chief  Financial  Officer