REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT
                                    SCHEDULE

The  Board  of  Directors  and  Stockholders
Lantronix,  Inc.

     We have audited the consolidated financial statements of Lantronix, Inc. as
of  June  30, 2004 and 2003, and for each of the three years in the period ended
June  30, 2004, and have issued our report thereon dated September 10, 2004. Our
audits also included the financial statement schedule listed in Item 15(a). This
schedule  is  the responsibility of the Company's management. Our responsibility
is  to  express  an  opinion  based  on  our  audits.

     In  our  opinion,  the financial statement schedule referred to above, when
considered  in  relation  to  the  basic  financial statements taken as a whole,
presents  fairly,  in  all  material respects the information set forth therein.

/s/  ERNST  &  YOUNG  LLP

Orange  County,  California
September  10,  2004