SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Priesmeyer William N (Last) (First) (Middle) 18326 JOPLIN STREET (Street) ELK RIVER MN 55330-1773 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/02/2005	3. Issuer Name and Ticker or Trading Symbol DIGI INTERNATIONAL INC [ DGII ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities beneficially owned.	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ William N. Priesmeyer	11/03/2005
	** 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 5 (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, William N Priesmeyer, hereby
authorize and designate each of James
E. Nicholson,Amy C. Seidel and
Sarah A. Kolar 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 CDigi 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
substitution 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 or any
such attorney-in-fact's substitute or
substitutes 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 2nd day of November,
2005.


/s/ William N. Priesmeyer