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                            June 26, 2024

       James Loch
       Chief Financial Officer
       Digi International Inc.
       9350 Excelsior Blvd., Suite 700
       Hopkins, MN 55343

                                                        Re: Digi International 
Inc.
                                                            Form 10-K for the 
fiscal year ended September 30, 2023
                                                            File No. 001-34033

       Dear James Loch:

              We have reviewed your June 18, 2024 response to our comment 
letter and have the
       following comment.

              Please respond to this letter 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 a
       comment applies to your facts and circumstances, please tell us why in 
your response.

               After reviewing your response to this letter, we may have 
additional comments. Unless
       we note otherwise, any references to prior comments are to comments in 
our April 24, 2024
       letter.

       Form 10-K for the Fiscal Year Ended September 30, 2023

       Note 4. Segment Information and Major Customers, page 53

   1.                                                   We note the information 
provided in your prior response regarding your recent
                                                        Reorganization and its 
impact on the company's organizational structure and segment
                                                        identification. Please 
address the following as it relates to these recent changes:
                                                            Describe further 
the ad hoc communications that occur between the CODM and
                                                            product line 
leaders. Tell us what financial information is provided to the CODM at
                                                            the ad hoc meeting 
and clarify whether any cost or profitability information at the
                                                            product level is 
discussed or provided, either formally or informally.
                                                            Tell us whether any 
ad hoc communications occur between the CODM and segment
                                                            managers or other 
members of the Executive Leadership Team outside of the
                                                            monthly business 
review meetings. If so, describe what is discussed at such meetings
                                                            and clarify whether 
any financial information by segment or product lines is provided
                                                            either formally or 
informally to the CODM.
 James Loch
Digi International Inc.
June 26, 2024
Page 2
             Describe further how segment leaders are compensated. In your 
response, specify
           what segment-level performance measures are used to determine any
           incentive compensation, and the CODM   s involvement in determining 
compensation.

       Please contact David Edgar at 202-551-3459 or Kathleen Collins at 
202-551-3499 if you
have questions regarding comments on the financial statements and related 
matters.



                                                         Sincerely,
FirstName LastNameJames Loch
                                                         Division of 
Corporation Finance
Comapany NameDigi International Inc.
                                                         Office of Technology
June 26, 2024 Page 2
cc:       Dave Sampsell
FirstName LastName