SecProbe.io

February 1, 2007

Mail Stop 4561

Geoffrey S. M. Hedrick
Chief Executive Officer
Innovative Solutions and Support, Inc.
720 Pennsylvania Drive
Exton, PA 19341

RE: Innovative Solutions and Controls, Inc.
  Registration Statement on Form S-3
Filed January 16, 2007
  File number 333-140018

  Form 10-K for September 30, 2006
  Filed December 12, 2006
  File number 0-31157

Dear Mr. Hedrick:

We have limited our review of your filings to those issues we have addressed in
our comments.  We think you should revi se your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comments
are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form S-3
Selling Shareholders, page 7
1. Please disclose the details of any transact ions within the past three years where
the selling shareholders acquired the shares or the rights to the shares that they are
seeking to register.  Please include the specifics of each transaction such as the
date, the remuneration paid for the securities, and the material terms of the transaction.

Geoffrey S. M. Hedrick
Innovative Solutions and Support, Inc.
February 1, 2007 Page 2 of 4
2. Further, please confirm, if true, that there are no registered broker-dealers or
affiliates of a registered broker-deal er among the selling shareholders.
3. Please identify the natural persons who ex ercise voting and/or dispositive power
over the shares being offered for resale by Lifepath, Inc.  Plea se see Interpretation
I.60 of our July 1997 Manual of Publicly Available Telephone Interpretations and Interpretation 4S of the Regulation S- K portion of the March 1999 Supplement to
our July 1997 Manual of Publicly Available Telephone Interpretations.
Plan of Distribution, page 9
4. You note that the selling shareholders may engage in short sales of your common stock.  Please confirm that you are aw are of Corporation Finance Telephone
Interpretation A.65.

Incorporation of Certain Docu ments by Reference. Page 10
5. We note that you have incorporated your Form 10-K for the fiscal year ended
September 30, 2006 into the registration statement.  This Form 10-K has incorporated its Part III information from  the definitive proxy soliciting materials,
which will be filed within 120 days from th e end of the fiscal year.  Please note
that since your definitive proxy materials have not been filed, we will not be able to accelerate your registration until such ma terial has been filed. (Alternatively, an
amended From 10-K may be filed that incl udes the Part III information.)  Please
see Telephone Interp. H.6 in the Ju ly 1997 Manual of Publicly Available
Telephone Interpretations.

Part II
Item 16. Exhibits
Exhibit 5.1, Form of Opinion of Dechert LLP
6. You have filed a form of opinion.  Pleas e file a completed and properly signed
opinion of counsel regarding the lega lity of the shares to be sold.

Form 10-K
Item 9A. Controls and Procedures, page 46
7. In future filings, please revise the disclo sure in the final sentence of the first
paragraph to use the complete definiti on specified in Rule 13a-15(e) of the
Securities Exchange Act of 1934 or cite the Ru le itself.  Confirm, if true, that for
purposes of this filing the information required to be disclosed was accumulated and communicated to the appropriate persons  to allow timely decisions regarding

Geoffrey S. M. Hedrick
Innovative Solutions and Support, Inc.
February 1, 2007 Page 3 of 4
required disclosure.

**********************************

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with re spect to the filing;

• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing eff ective, does not re lieve the company
from its full responsibility for the ade quacy and accuracy of the disclosure
in the filing; and

• the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal secu rities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Geoffrey S. M. Hedrick
Innovative Solutions and Support, Inc.
February 1, 2007 Page 4 of 4
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

We direct your attention to Rule 461  regarding requesting acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

Please contact Hugh Fuller at (202) 5 51-3853 or me at (202) 551-3730 with any
other questions.

     S i n c e r e l y ,

     Barbara C. Jacobs
     A s s i s t a n t  D i r e c t o r

CC: Henry N. Nassau
 Dechert LLP
 Cira Centre
 2929 Arch Street
 Philadelphia, PA 19104-2808
 Facsimile number: (215) 655-2138