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                             March 6, 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
                                                            Form 8-K furnished
on January 31, 2024
                                                            File No. 001-34033

       Dear James Loch:

              We have reviewed your February 16, 2024 response to our comment
letter and have the
       following comments.

              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 February 2, 2024
       letter.

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

       Notes to Consolidated Financial Statements
       Note 1. Summary of Significant Accounting Policies
       Revenue Recogntion, page 44

   1.                                                   We note your response
to prior comment 4 where you indicate contracts with multiple
                                                        performance obligations
that include implementation fees are isolated to SmartSense
                                                        arrangements in which
you do not retain ownership. However, SmartSense appears to be
                                                        part of your IoT
Solutions segment while your proposed revised discussion of multiple
                                                        performance obligations
refers to Digi Remote Manager, which appears to be part of your
                                                        IoT Product and
Services segment. Please explain this apparent inconsistency. In addition,
                                                        we note from your
response to prior comment 5 that customers in your IoT Products and
                                                        Services segment can
purchase services such as Digi Remote Manager, Lighthouse
                                                        Management software or
technical services. Tell us whether you have other multiple
 James Loch
FirstName  LastNameJames  Loch
Digi International Inc.
Comapany
March      NameDigi International Inc.
       6, 2024
March2 6, 2024 Page 2
Page
FirstName LastName
         performance obligations besides SmartSense arrangements and if so,
tell us the amount of
         such arrangements for each period presented. Lastly, revise your
proposed disclosures to
         include a discussion of how you determine standalone selling price for
such contracts as
         indicated in your response. Refer to ASC 606-10-50-20(c).
Note 4. Segment Information and Major Customers, page 53

2.       Please address the following as it relates to your response to prior
comment 5:
             You state that end users purchase the hardware products in your
IoT Products and
             Services segment (P&S segment) based on consideration of the
hardware products
             technical features and functionality. Provide us with a discussion
of the features and
             functionalities separately for the products in each of the
operating segments and
             explain how any differences in features and functionalities
factored into your
             qualitative analysis.
             Quantify the portion of revenue attributable to products and to
services within each of
             the operating segments aggregated in the P&S segment, explain any
differences
             between the operating segments, and tell us how such differences
were considered as
             part of your analysis.
             You state all P&S product lines leverage third-party contract
manufacturers that
             typically supply a range of products that cut across the operating
segments. Tell us
             whether each of your operating segments use contract manufacturers
for the supply of
             all products or whether any are manufactured by the company, and
if so, to what
             extent. Tell us more about the mix of contract manufacturers,
including whether
             certain manufacturers are primarily responsible for supplying
products to a particular
             segment, and if so, why. Describe further the manufacturing
process performed by
             these third-parties for each operating segment and how they are
similar and whether
             there are any differences. Also, provide further detail regarding
the range of products
             provided by the contract manufacturers and the specific segments
to which they
             relate.
             You indicate that distributors and resellers are typically your
customer in the P&S
             segment. Describe any differences between the industries served by
the distributor
             and reseller customers of each operating segment, and how any
differences were
             considered in your analysis. Also describe the types or classes of
customers for each
             segment other than distributors and resellers, and the types of
products and services
             they purchase.
             Describe further the data that is monitored for each of the
operating segments in the
             IoT Solutions segment (Solutions segment) and tell us how the
services rendered by
             each operating segment are similar and how they differ. For
example, explain how
             SmartSense   s ability to monitor temperature and other
environmental conditions in
             refrigeration for perishable goods is similar to Ventus providing
MNaaS solutions to
             simplify the complexity of enterprise wide-area-network
connectivity, and how they
             differ.
             Describe further the hardware provided for each of the operating
segments in the
             Solutions segment, including consideration of similarities and
differences.
 James Loch
Digi International Inc.
March 6, 2024
Page 3
             Describe the manufacturing process performed by third-party
contract manufacturers
           for each of the Solutions operating segments, and whether there are
any differences.
           Tell us more about the mix of contract manufacturers, including
whether certain
           manufacturers are primarily responsible for supplying products to a
particular
           segment, and if so, why. In this regard, we note your disclosure on
page 6 that Ventus
           relies almost exclusively on a manufacturer in China for the
production of the
           hardware it provides to its customers.
             Tell us what industries each of the Solutions operating segment
service and explain
           further the    overlap    of customers between segments.
3.     Regarding the Quantitative Review provided in your response, please
provide us with a
       revised analysis supporting your conclusion that the aggregated
operating segments have
       similar economic characteristics that includes the following:
           The underlying historical and projected financial and other data you
considered in
            concluding that the aggregated segments have similar economic
characteristics under
            ASC 280-10-50-11. Include quantitative data for revenues, each of
gross profit and
            operating income, as well as any other measures of segment
profitability you
            considered, by year, for each operating segment.
           An analysis of the economic characteristics for each individual
operating segment
            aggregated within your P&S and Solutions reportable segments,
including a
            quantified discussion of revenue, gross profit, and operating
income.
           Identification of the operating segments that experienced unique
circumstances as
            indicated in your response.
           Further explanation of your references to    future performance
and    future
            prospects    and the period(s) each represents.
4.     Please provide us with your analysis of how aggregation of the operating
segments within
       your P&S and Solutions reportable segments is consistent with the
objective and basic
       principles of ASC 280. Refer to ASC 280-10-50-11.

       Please contact Dave 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
March 6, 2024 Page 3
cc:       Dave Sampsell
FirstName LastName