SecProbe.io

March 9, 2015

Via E -mail
Mr. Steven E. Snyder
Chief Financial Officer
Digi International Inc.
11001 Bren Road East
Minnetonka, MN 55343

Re: Digi International Inc.
 Form 10 -K for the  Fiscal Year Ended September 30, 2014
Filed December 11, 2014
File No. 001 -34033

Dear Mr. S nyder:

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended September 30, 2014

General

1. Your website includes information stating that exports to Cuba, Sudan and Syria require a
license, and that Digi products may not be exported to Cuba, Sudan or Syria without
proper authorization from the U.S. government.  In addition, En vironmental Expert’s
website provides a list of wireless monitoring networks companies in Syria, and the list
includes your company, your logo, a description of your business and a link to your
website.  Syria, Sudan and Cuba are designated by the State De partment as state sponsors
of terrorism, and are subject to U.S. economic sanctions and export controls.  This Form
10-K does not include information about those countries.  Please describe to us the nature
and extent of your past, current, and anticipated  contacts with Syria, Sudan and Cuba
since your letter to us dated March 9, 2010, whether through subsidiaries, affiliates,
distributors, resellers, customers or other direct or indirect arrangements.

Mr. Steven E. Snyder
Digi International Inc.
March 9, 2015
Page 2

 In this respect, we note from this Form 10 -K that Er icsson is an alliance partner.  In 2014,
Ericsson told us in publicly filed correspondence that it has operations associated with
Syria, Sudan and Cuba involving the sale of telecommunications infrastructure related
products and services, and that it has a n office in Syria.  You should describe any
products or services you have provided to Syria, Sudan and Cuba, directly or indirectly,
and any agreements, commercial arrangements, or other contacts with the governments of
those countries or entities they con trol.

2. Please discuss the materiality of any contacts with Syria, Sudan and Cuba you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any revenues, assets and liabilities
associated with Cuba, Iran, Sudan and Syria since the referenced letter.  Also, address
materiality in terms of qualitative factors that a reasonable inves tor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.  As you know, various state and
municipal governments, universities, and other investors have pro posed or adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism.  You should address the potential impact of
the investor sentiment evidenced by such actions directed to ward companies that have
operations associated with Syria, Sudan and Cuba.

3. We note information on your website stating that some of your products are controlled
under the U.S. Export Administration  Regulations.  Please tell us whether any contacts
with Sy ria, Sudan or Cuba involve products or technology that are dual use or otherwise
are controlled under the EAR.

Item 9A. Controls and Procedures

Management’s Report on Internal Control Over Financial Reporting, page 68

4. You state that you did not maintain  effective controls over the preparation, review and
analysis of income tax balances.  However, you do not disclose your conclusion on the
effectiveness of your internal control over financial reporting as of September 30, 2014.
Please amend and revise yo ur disclosures to include this conclusion, consistent with Item
308(a)(3) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the S ecurities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures the y have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

Mr. Steven E. Snyder
Digi International Inc.
March 9, 2015
Page 3

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in r esponse to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securitie s laws of the United States.

You may contact Melissa Kindelan, Staff Accountant,  at (202) 551 -3564  if you have
questions regarding comments on the financial statements and related matters.  Please contact me
at (202) 551 -3406  with any other questions.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief