FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   EMPIRE CAPITAL PARTNERS LP 2. Date of Event Requiring Statement (Month/Day/Year) 02/28/2005 3. Issuer Name and Ticker or Trading Symbol LANTRONIX INC [LTRX] (Last) (First) (Middle) C/O EMPIRE G P LLC, 1 GORHAM ISLAND 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) WESTPORT, CT 06880 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 6,132,100 I See footnotes (1) (2) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
EMPIRE CAPITAL PARTNERS LP C/O EMPIRE G P LLC 1 GORHAM ISLAND WESTPORT, CT 06880	Â	  X	Â	Â

Signatures

/s/ Scott Fine		03/02/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The shares of Common Stock to which this note relates are held directly by Empire Capital Partners, L.P., a Delaware limited partnership ("Empire"), Empire Capital Partners Ltd., a Cayman Islands exempted company ("Offshore"), Empire Capital Partners II, Ltd. a Cayman Islands exempted company ("Offshore II"), Charter Oak Partners, LP a Delaware limited partnership ("Charter Oak") and Charter Oak Partners II LP a Delaware Limited Partnership ("Charter Oak II").
(2)	Empire GP, L.L.C. (the "General Partner") serves as the general partner of, and has investment discretion over the securities held by, Empire. Empire Capital Management L.L.C. (the "Investment Manager") serves as investment manager to, and has investment discretion over the securities held by, Offshore I and Offshore II and certain accounts owned by Charter Oak and Charter Oak II. Scott Fine and Peter Richards are the managing members of the General Partner and the Investment Manager.
(3)	Empire Capital, Empire GP and the Investment Manager each disclaims any beneficial ownership of any Issuer's securities to which this Form 3 relates for the purposes of the Securities Exchange Act of 1934 as amended (the "Act"), except as to such securities in which each such person may be deemed to have an indirect pecuniary interest pursuant to the Act.

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