Exhibit 14

                             DIGI INTERNATIONAL INC.

                 CODE OF ETHICS FOR SENIOR FINANCIAL MANAGEMENT
                           (as adopted July 15, 2003)

         Digi International Inc. (the "Company") has adopted this Code of Ethics
for Senior Financial Management to promote honest and ethical conduct and to
deter wrongdoing. This Code applies to the Company's principal executive
officer, principal financial officer, principal accounting officer, controller
and persons performing similar functions (the "Senior Financial Management").
The obligations of this Code supplement, but do not replace, any other code of
conduct or ethics policy applicable to employees of the Company generally.

         Any person who has information concerning any violation of this Code by
any member of the Senior Financial Management shall promptly bring such
information to the attention of the Chief Executive Officer or Chief Financial
Officer of the Company. If the Chief Executive Officer or Chief Financial
Officer determines that a conflict of interest exists, he or she will refer the
matter to the Audit Committee of the Board of Directors for resolution.
Violations of this Code may subject the employee to appropriate actions, such as
censure, suspension or termination. Such actions shall be reasonably designed to
deter wrongdoing and to promote accountability for adherence to this Code. The
Audit Committee of the Board of Directors shall consider any request for a
waiver of this Code and any amendments to this Code and all such waivers or
amendments shall be disclosed promptly as required by law or SEC regulation.

         All members of the Senior Financial Management shall:

-    Act honestly and ethically in the performance of their duties at the
     Company.

-    Avoid actual or apparent conflicts of interest between personal and
     professional relationships.

-    Provide full, fair, accurate, timely and understandable disclosure in
     reports and documents that the Company files with, or submits to, the SEC
     and in other public communications by the Company.

-    Comply with rules and regulations of federal, state and local governments
     and other private and public regulatory agencies that affect the conduct of
     the Company's business and the Company's financial reporting.

-    Act in good faith, responsibly, with due care, competence and diligence,
     without misrepresenting material facts or allowing the member's independent
     judgment to be subordinated.

-    Respect the confidentiality of information acquired in the course of work,
     except when authorized or legally obligated to disclosure such information.



-    Share knowledge and maintain skills relevant to carrying out the member's
     duties within the Company.

-    Proactively promote ethical behavior as a responsible partner among peers
     and colleagues in the work environment and community.

-    Achieve responsible use of and control over all assets and resources of the
     Company entrusted to the member.

-    Promptly bring to the attention of the Chief Executive Officer or Chief
     Financial Officer any information concerning (a) significant deficiencies
     in the design or operation of internal controls which could adversely
     affect the Company's ability to record, process, summarize and report
     financial data or (b) any fraud, whether or not material, that involves
     management or other employees who have a significant role in the Company's
     financial reporting, disclosures or internal controls.

Acknowledged:

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(Signature)                                      (Date)