SecProbe.io

Mail Stop 4561

        February 5, 2007

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

 Re: Innovative Solutions and Support, Inc.
Form 10-K for Fiscal Year Ended September 30, 2006
File No. 000-31157

Dear Mr. Hedrick:

We have reviewed the above referenced filings and have the following comments.
Where indicated, we think you should revise  your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for Fiscal Year Ended September 30, 2006

Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations

Liquidity and Capital Resources, page 22
1. Clarify for us the nature of the significant increase in inventories at September 31, 2006.  Tell us what portion of your inve ntory relates to air data products
associated with the FAA’s RVSM mandate.  If material, clarify for us, how the
Company determined that no adjustment was needed to write-down these amounts
to reflect potential obsolescence, excess qua ntities and declines in market value

Geoffrey S. M. Hedrick
Innovative Solutions and Support, Inc.
February 5, 2007 Page 2
given the fact that peak demand associ ated with this mandate has now been
accommodated.

Consolidated Statements of Operations, page 31
2. We note that the Company enters into mu ltiple element arrangements that include
product sales and non-recurring engineering services.  Tell us how you considered
presenting separate line items for revenue  earned from the sale of your products
and services, as well as cost of revenu e, in your consolidated statements of
operations. Refer to Rule 5-03(b)(1 ) and (2) of Regulation S-X.

Note 3.  Summary of Significant Accounting Policies

Revenue Recognition
3. We note your disclosures on page 24 wher e you indicate that for multiple element
arrangements, the Company allocates revenue to each deliverable based on fair value that is “established with the custom er during contract negotiations.”  Tell us
how you considered paragraph 9 of EITF 00-21 in determining that such arrangements include multiple deliverables.  Also, tell us how you considered paragraph 16 of EITF 00-21 which states, contractually stat ed prices in an
arrangement with multiple deliverables should
not be presumed to be
representative of fair value.   In this regard, explain how  your determination of fair
values based on customer negotiations comp lies with this guidance.  Furthermore,
tell us when you recognize revenue for each element and explain your revenue recognition policy for multiple element arrange ments if fair value of all elements
does not exist.
4. We note your disclosures on page 24 and your reference to EITF 03-5.  Do the Company’s products include soft ware that is more than incidental to the products?
If so, please explain how your accounting for such product sales complies with EITF 03-5 and SOP 97-2.  If not, then please explain the reference to this
guidance in your disclosures.

Note 8.  Notes Payable, page 42
5. Clarify for us why the current and long -term portion of the notes payable to
Chester County, Pennsylvania Industrial Development Authority have not changed since inception of the loan.  Tell us how th e Company has determined
the current and long-term portion at  September 30, 2006, and 2005, respectively
and the 5-year schedule of maturities in cluded in note 8 to the audited financial
statements.  Tell us whether there have been any amendments to the loan that
have effected the Company’s repayment requirement.

Geoffrey S. M. Hedrick
Innovative Solutions and Support, Inc.
February 5, 2007 Page 3
******

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of any amendm ent to expedite our review.  Please furnish
a cover letter with any amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comme nts 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Geoffrey S. M. Hedrick
Innovative Solutions and Support, Inc.
February 5, 2007 Page 4
You may contact Megan Akst, Staff Accountant, at (202)  551-3407 or me at (202)
551-3499 if you have questions regarding comm ents on the financial statements and
related matters.

       Very truly yours,

       Kathleen Collins
Branch Chief