Digi International Inc – ‘10-K’ for 9/30/03 – EX-14

On:  Friday, 12/12/03, at 3:55pm ET   ·   For:  9/30/03   ·   Accession #:  950134-3-16603   ·   File #:  0-17972

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    952K 
 2: EX-13       EX-13 2003 Letter to Stockholders                      2     12K 
 3: EX-14       EX-14 Code of Ethics                                   2     10K 
 4: EX-21       EX-21 Subsidiaries of the Company                      1      6K 
 5: EX-23       EX-23 Consent of Independent Accountants               1      7K 
 6: EX-24       EX-24 Powers of Attorney                               5     13K 
 7: EX-31.(A)   Ex-31(A) Rule 13A-14(A)/15D-14(A) Certification        2±    10K 
 8: EX-31.(B)   Ex-31(B) Rule 13A-14(A)/15D-14(A) Certification        2±    10K 
 9: EX-32       EX-32 Section 1350 Certification                       1      6K 

EX-14   —   EX-14 Code of Ethics

EX-14
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                                                                      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.

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-    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:                                                                   

________________________________                 ______________________________ 
(Signature)                                      (Date)                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/12/03							DEF 14A
For Period End:		9/30/03
		7/15/03		1
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