Digi International (DGII) 8-K Digi International Reports Fiscal Second Quarter 2004 Results and Authorizes Stock Buyback

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 15, 2004

Digi International Inc.

(Exact name of Registrant as specified in its charter)

Delaware	0-17972	41-1532464
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

11001 Bren Road East
Minnetonka, Minnesota	55343
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code(952) 912-3444

TABLE OF CONTENTS

	Item 7. Exhibits. The following Exhibit is being furnished herewith:
	Item 12. Results of Operations and Financial Condition.
SIGNATURES
EXHIBIT INDEX
Press Release

Item 7. Exhibits. The following Exhibit is being furnished herewith:

99 Press Release dated April 15, 2004.

Item 12. Results of Operations and Financial Condition.

     On April 15, 2004, Digi International Inc. (the “Company”) reported its financial results for its fiscal quarter ended March 31, 2004. See the Company’s press release dated April 15, 2004, which is furnished as Exhibit 99 and incorporated by reference in this Current Report on Form 8-K.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DIGI INTERNATIONAL INC.
Date: April 15, 2004	By	/s/ Subramanian Krishnan
		Subramanian Krishnan
		Senior Vice President, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

No.	Exhibit	Manner of Filing
99	Press Release dated April 15, 2004.	Filed Electronically