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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MILIARD KENNETH E
(Last) (First) (Middle)
647 NORTH LAKEVIEW PARKWAY
(Street)
VERONA HILLS IL 60061
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DIGI INTERNATIONAL INC [ DGII ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/22/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $10.55 01/22/2004 A 2,500 (1) 01/22/2014 Common Stock 2,500 (3) 2,500 D
Stock Option (right to buy) $10.55 01/22/2004 A 9,500 (1) 01/22/2014 Common Stock 9,500 (3) 9,500 D
Stock Option (right to buy) $10.55 01/22/2004 A 2,500 (2) 01/22/2014 Common Stock 2,500 (3) 2,500 D
Explanation of Responses:
1. The option vests in 50% increments on the dates of the 2005 and 2006 Annual Meetings of Stockholders.
2. The option vests in full on the date of the 2005 Annual Meeting of Stockholders.
3. Not applicable.
Amy C. Seidel on behalf of Kenneth E. Millard 01/26/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY


		I, Kenneth E. Millard, hereby authorize and
designate each of James E. Nicholson, Keyna P.
Skeffington, W. Morgan Burns and Amy C. Seidel, 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 (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.

		IN WITNESS WHEREOF, I have caused this Power
of Attorney to be duly executed as of this 1st day of
October, 1999.




						Kenneth E. Millard