UNAUDITED INTERIM FINANCIAL INFORMATION LETTER



   
     We are aware that our reports dated July 20, 1998, April 23, 1998 and 
January 29, 1998, on our reviews of the interim condensed consolidated 
financial information of Digi International, Inc. and Subsidiaries (the 
"Company") for the three and nine-month periods ended June 30, 1998 and 1997, 
for the three and six-month periods ended March 31, 1998 and 1997, and the 
three-month periods ended December 31, 1997 and 1996, respectively, included 
in the Company's respective Form 10-Qs for the quarters ended June 30, 1998, 
March 31, 1998 and December 31, 1997, are incorporated by reference in Amendment
No. 1 to this registration statement on Form S-8 (File No. 333-57869).  Pursuant
to Rule 436(c), under the Securities Act of 1933, these reports should not be
considered a part of the registration statement prepared or certified by us
within the meaning of Sections 7 and 11 of that Act.
    

   
Minneapolis, Minnesota                          /s/ PricewaterhouseCoopers LLP
August 18, 1998