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    Digi International

11001 Bren Road East

Minnetonka, MN 55343

Phone: 952-912-3444

Fax: 952-912-4998

April 21, 2010

Via EDGAR and Federal Express

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-7010

    Attention:

    Mr. Craig Wilson

    Senior Asst. Chief Accountant

    Re:

    Digi International Inc.

    Form 10-K for the Fiscal Year Ended September 30, 2009

    Filed December 3, 2009

    File No. 001-34033

Ladies and Gentlemen:

On behalf of Digi International Inc. (the “Company”), I am responding to the letter dated April 8,
2010, of Craig Wilson of the Division of Corporation Finance to Subramanian Krishnan, Senior Vice
President, Chief Financial Officer and Treasurer of the Company, with respect to a comment on the
above-referenced filings. Please also refer to the letter dated February 12, 2010 from Craig
Wilson of the Division of Corporation Finance and the Company response to that letter dated March
9, 2010.

For ease of reference, I have included the staff’s comment, followed by the Company’s response.

The terms “Digi,” “we,” “our”, or “us” mean Digi International Inc. and all of the subsidiaries
included in the consolidated financial statements unless the context indicates otherwise.

Form 10-K for the Fiscal Year Ended September 30, 2009

Schedule II — Valuation and Qualifying Accounts, page 89

    1.

    We note your response to prior comment 1. Please describe your accounting for sales of
inventory for which you have established a reserve in further detail. As part of your
response, please tell us how you ensure that your inventory reserve is reduced as sales of
related inventory occur.

Securities and Exchange Commission

April 21,2010

Page 2

Response:

Our inventory reserves are permanent and
generally equal to our cost basis, with minimal subsequent sales occurring. When
we sell or dispose such inventory we record this new net cost basis in cost of goods sold so any
associated reserve is eliminated.

We ensure that our inventory reserve is reduced as sales of related inventory occur by maintaining
effective internal controls around inventory costing and revenue transactions. Company personnel
meet on at least a quarterly basis to review inventory quantities, values and to ensure the
new cost basis is accounted for as described above.

In responding to the staff’s comments, the Company acknowledges that:

    •

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

    •

    staff comments or changes to disclosure in response 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 securities laws of the United States.

Please feel free to contact the undersigned at 952-912-3444 if the Commission staff has any
questions or concerns regarding this response.

    By:

    Subramanian Krishnan

    Senior Vice President, Chief Financial Officer and
Treasurer

    cc:

    David Edgar, Staff Accountant, Securities and Exchange Commission

Mark Shuman, Branch Chief-Legal, Securities and Exchange Commission

Katherine Wray, Attorney-Advisor, Securities and Exchange Commission

Digi International Inc. Audit Committee

Joseph T. Dunsmore, President, Chief Executive Officer and Chairman

Jay Hare, PricewaterhouseCoopers LLP

James E. Nicholson, Faegre & Benson LLP