<SEC-DOCUMENT>0001179110-11-011876.txt : 20110808
<SEC-HEADER>0001179110-11-011876.hdr.sgml : 20110808
<ACCEPTANCE-DATETIME>20110808174433
ACCESSION NUMBER:		0001179110-11-011876
CONFORMED SUBMISSION TYPE:	4/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20101123
FILED AS OF DATE:		20110808
DATE AS OF CHANGE:		20110808

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Kraft Lawrence A
		CENTRAL INDEX KEY:			0001345537

	FILING VALUES:
		FORM TYPE:		4/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-34033
		FILM NUMBER:		111018272

	MAIL ADDRESS:	
		STREET 1:		11001 BREN ROAD EAST
		CITY:			MINNETONKA
		STATE:			MN
		ZIP:			55343

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DIGI INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000854775
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER COMMUNICATIONS EQUIPMENT [3576]
		IRS NUMBER:				411532464
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	BUSINESS ADDRESS:	
		STREET 1:		11001 BREN ROAD EAST
		CITY:			MINNETONKA
		STATE:			MN
		ZIP:			55343
		BUSINESS PHONE:		6129123444

	MAIL ADDRESS:	
		STREET 1:		11001 BREN ROAD EAST
		CITY:			MINNETONKA
		STATE:			MN
		ZIP:			55343
</SEC-HEADER>
<DOCUMENT>
<TYPE>4/A
<SEQUENCE>1
<FILENAME>edgar.xml
<DESCRIPTION>FORM 4/A -
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0304</schemaVersion>

    <documentType>4/A</documentType>

    <periodOfReport>2010-11-23</periodOfReport>

    <dateOfOriginalSubmission>2010-11-24</dateOfOriginalSubmission>

    <notSubjectToSection16>0</notSubjectToSection16>

    <issuer>
        <issuerCik>0000854775</issuerCik>
        <issuerName>DIGI INTERNATIONAL INC</issuerName>
        <issuerTradingSymbol>DGII</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001345537</rptOwnerCik>
            <rptOwnerName>Kraft Lawrence A</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>11001 BREN ROAD EAST</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>MINNETONKA</rptOwnerCity>
            <rptOwnerState>MN</rptOwnerState>
            <rptOwnerZipCode>55343</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Senior VP Sales &amp; Marketing</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable></nonDerivativeTable>

    <derivativeTable>
        <derivativeTransaction>
            <securityTitle>
                <value>Employee Stock Option (right to buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>9.68</value>
            </conversionOrExercisePrice>
            <transactionDate>
                <value>2010-11-23</value>
                <footnoteId id="F1"/>
            </transactionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>A</transactionCode>
                <equitySwapInvolved>0</equitySwapInvolved>
            </transactionCoding>
            <transactionAmounts>
                <transactionShares>
                    <value>70000</value>
                </transactionShares>
                <transactionPricePerShare>
                    <value>0</value>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>A</value>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <value>2020-11-23</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>70000</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>70000</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeTransaction>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">This Form 4 was signed pursuant to an executed Power of Attorney, but the executed Power of Attorney was not on file with the Commission at the date of filing. A copy of the executed Power of Attorney is now being filed as Exhibit 24 to this Form 4/A. The reported transaction is not new or revised but is being reported only to gain access to the EDGAR filing system for purposes of filing Exhibit 24.</footnote>
        <footnote id="F2">The option vests as to 25% of the shares on November 23, 2011 and thereafter in 36 monthly installments.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>Julie M. Regnier, Attorney-in-Fact</signatureName>
        <signatureDate>2011-08-08</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>kraftpoa.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
POWER OF ATTORNEY

	I, Larry A. Kraft, hereby authorize and
designate each of James E. Nicholson, Amy C. Seidel,
John A. Haveman, Joshua Colburn, Michael N. Molepske
and Julie M. Regnier signing singly, as my true and lawful
attorney-in-fact to:

	(1)	execute for and on my behalf, in my capacity as
an officer and/or director of Digi International Inc. (the
"Company"), Forms 3, 4 and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations
promulgated thereunder;

	(2)	do and perform any and all acts for and on my
behalf which may be necessary or desirable to complete and
execute any such Form 3, 4 or 5 and timely file such form
with the Securities and Exchange Commission, any stock
exchange or similar authority, and the National Association
of Securities Dealers; and

	(3)	take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be to my benefit, in my best
interest, or legally required of me, it being understood
that the statements executed by such attorney-in-fact on my
behalf pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.

	I hereby further grant to each such attorney-in-
fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes
as I might or could do if personally present, with full
power of substitutes or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.  I
hereby acknowledge that the foregoing attorneys-in-fact, in
serving in such capacity at my request, are not assuming,
nor is the Company assuming, any of my responsibilities to
comply with Section 16 of the Exchange Act.

	This Power of Attorney shall remain in full force
and effect until I am no longer required to file Forms 3, 4
and 5 with respect to my holdings of and transactions in
securities issued by the Company, unless earlier revoked by
me in a signed writing delivered to the foregoing
attorneys-in-fact.  Notwithstanding the foregoing, if any
such attorney-in-fact hereafter ceases to be at least one of
the following: (i) a partner of Faegre & Benson LLP or (ii) an
employee of Faegre & Benson LLP, this Power of Attorney shall
be automatically revoked solely as to such individual,
immediately upon such cessation, without any further action
on my part.

	I hereby revoke all previous Powers of Attorney
that have been granted by me in connection with my
reporting obligations under Section 16 of the Exchange Act
with respect to my holdings of and transactions in
securities issued by the Company.

	IN WITNESS WHEREOF, I have caused this Power of
Attorney to be duly executed as of this 21st day of
April, 2010.


			/s/ Larry A. Kraft


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
