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EXHIBIT 23.2
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to
the use of our reports dated May 15, 2000 (except for Note 9, as to which the
date is July , 2000), in Amendment No. 3 of the Registration Statement
(Form S-1; No 333-37508) and related Prospectus of Lantronix, Inc.
Ernst & Young LLP
Orange County, California
July , 2000
The foregoing consent is in the form that will be signed upon the completion
of the re-incorporation described in Note 9 to the consolidated financial
statements.
/s/ Ernst & Young LLP
Orange County, California
July 10, 2000
