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        February 27, 2009
 John C. Long Chief Financial Officer Innovative Solutions and Support, Inc. 720 Pennsylvania Drive Exton, PA 19341
Re: Innovative Solutions and Support, Inc.
Form 10-K and Form 10-K/A fo r the Fiscal Year Ended
September 30, 2008  Filed December 11, 2008 and December 19, 2008
  Form 10-Q for the Fiscal Quarter Ended December 31, 2008
  Filed on February 6, 2009
File No. 000-31157

Dear Mr. Long:
We have reviewed the above-referenced f ilings and have the following comments.
If 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.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental 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 10-K and Form 10-K/A for the Fiscal Year Ended September 30, 2008

General

1. We note that that you amended the September 30, 2008 Form 10-K to correct
certain “typographical errors” in the consolidated statements of cash flows.  Tell

John C. Long
Innovative Solutions and Support, Inc.
February 27, 2009 Page 2
us what consideration you gave to fili ng an Item 4.02 Form 8-K.  Also, tell us
why you did not label the September 30, 2008 cash flow information as restated.

Item 1. Business

Customers

Retrofit Market, page 7
 2. You disclose, in the aggregate, the per centage of revenue supplied by a specified,
limited number of your largest customers in  fiscal 2008 and fiscal 2007; however,
there is no explicit identification in this section of the ten percent or greater customers.  In future filings, please disclose the name of each customer
accounting for ten percent of more of your consolidated revenues.  To adequately
explain the extent of dependence on these principal customers, it appears that the
percentage contributed by each of them should be provided.  You may elect to provide additional information regarding the extent of concentration of your
customer base.  See Item 101( c)(1)(vii) of Regulation S-K.
 Item 1A. Risk Factors

Risks Related to Our Industry, page 16

3. You do not appear to address the cyclic al nature of the aerospace industry in
which you sell your products.  Additional gl obal terrorists’ att acks, higher fuel
prices, large fluctuations in commodity pr ices, and/or further airline bankruptcies
all have the ability to change the course of the recovery of the aerospace industry and affect demand for your products.  Pleas e tell us what t hought you gave to
expressing these or other industry risks that  may be material in separate headings
under “risks related to our industry.”
 Item 5. Market for the Registrant’s Comm on Equity, Related St ockholder Matters and
Issuer Repurchase of Equity Securities
 Comparison of the Five Y ear Total Return, page 20

 4. We note that your stock performance tabl e uses a market capitalization index
instead of an industry specific or peer i ssuer index.  Issuers with similar market
capitalization, such as the Russell 20 00 index, can be used in place of a
recognized applicable industry index, or a self-constructed peer index only in
limited circumstances.  See Item 201(e)(1 )(ii)(C) of Regula tion S-K.  Please
explain why your presentation of the ma rket capitalization based index is
permissible.

John C. Long
Innovative Solutions and Support, Inc.
February 27, 2009 Page 3  Item 7A. Quantitative and qualitative disclosures about market risk, page 30

5. You disclose that changes in interest rates could impact interest income and
expense along with cash flows.  Please te ll us your consideration and conclusion
with respect to quantitative disclosure re garding market risk of interest rate
fluctuations.  We are unable to locate a sensitivity analysis or other quantitative
presentation of the potential impact of changes in interest rates and their potential
impact on interest income, expense and cash flows.  See Item 305 (a)(1) of Regulation S-K.
 Note 3. Summary of Significant Accounting Policies

 Revenue Recognition, page 39

 6. Given the shift in product mix from sales of air data systems and components to
flat panels, please update us as to the applicability of SOP 97-2 to your products.
In your response, please tell  us the percentage of revenue recognized pursuant to
SOP 97-2 for fiscal 2008 and fiscal 2007 fo r both current and long-term contracts.
If a significant portion of your revenue is recognized pursuant to SAB 104, then
please tell us how the Company considered the guidance in footnote 2 to SOP 97-2 in determining that software is in cidental to the pr oduct as a whole.
Additionally, tell us how the Company c onsidered disclosing which products are
accounted for pursuant to SOP 97-2  and which are accounted for pursuant to SAB 104 in the revenue recognition footnote.   We may have further comments.
 7. Additionally, we note in your  response letter dated March 2, 2007 to our prior
comment 4 that “current product sales”  accounted for under SOP 97-2 did not
contain postcontract customer support or  services.  We also note from your
disclosures on page 9 that the Company o ffers a customer service program with
twenty-four hour telephone support for pr oduct repair or upgrade concerns and
also offers customers extended warranties for additional fees.  Please confirm whether these services are provided with current and/ or long-term arrangements
that are accounted for pursuant to SOP 97-2.  If so, tell us how the Company
accounts for such arrangements and speci fically address how you establish vendor
specific objective evidence for these serv ices pursuant to paragraph 10 and/or 57
of SOP 97-2.
 8. We note from your disclosures on page 37 that government agencies accounted
for approximately 23%, 36%, and 51% of revenue for fiscal 2008, 2007, and
2006, respectively.  Please tell us how you considered the guidance of paragraphs 31 to 33 of SOP 97-2 and/or SAB Topic 13.A.4, as applicable, in accounting for fiscal funding clauses included in your soft ware arrangements.  Specifically, tell
us how you assess that collection is r easonably assured/probable given your

John C. Long
Innovative Solutions and Support, Inc.
February 27, 2009 Page 4
disclosure on page 9 that indicates such customers retain the right to terminate the
contract at any time.
 9. We note that in fiscal 2008, the Comp any suspended work on the Eclipse VLJ
program due to Eclipse Aviation filing for Chapter 11 bankruptcy on November
25, 2008.  We also note from your disclo sure on page 23 that revenue from
Eclipse Aviation represented 42% of fi scal 2008 revenue and that the Company
recorded a bad debt and inventor y reserve of $4.1 million and $1.9 million,
respectively.  Tell us the ba lance of gross accounts rece ivable and gross inventory
as of September 30, 2008 and December 31, 2008 related to Eclipse Aviation.  If
the balances are not fully reserved, then  please explain why this is the case.
Additionally, tell us whic h accounting literature the Co mpany applied to sales
from this customer, the nature of their payment terms, and how the loss of their
business impacted revenue recognition.

Form 10-Q for the Fiscal Quarter Ended December 31, 2008

Note 1. Summary of Significant Accounting Policies
 Recent Accounting Pronouncements, page 6

10. We note that the adoption of SFAS 157 on October 1, 2008 did not have an
impact on the Company’s financial statements.  We also note that your cash
equivalents balance includes funds held in  money market accounts.  If material,
tell us how you considered providing the disclosure requirements of paragraphs
32 to 35 of SFAS 157 related to your money market investments.  In addition, please tell us and in the future revise to  disclose the composition of your cash and
cash equivalents and the amounts held in  each type of instrument.  In your
response, please provide us with the balance of your money-market funds for each period presented in your fiscal 2008 Form 10-K and as of December 31, 2008.
 Note 3. Income Taxes, page 9

 11. We note that the effective tax rate for the quarter ended December 31, 2008
differs from the statutory tax rate due to “the reversal of  certain deductible
temporary differences which at September 30, 2009 were offset by a valuation allowance, such amounts will be deductible  for income tax purposes in the current
year based on forecasted earnings.”  Pleas e confirm what portion of the valuation
allowance was released and what acc ounts were impacted by the release (e.g.
deferred tax assets, income tax expense,  taxes receivable/payable, etc.).
Additionally, please tell us how the Company assessed the effective rate of 4% for
the first quarter was reflective of the estimated annual effective tax rate pursuant to paragraphs 8 and 20 of FIN 18.  In this  regard, please describe in greater detail
the nature of the positive and negative evidence you considered in your

John C. Long
Innovative Solutions and Support, Inc.
February 27, 2009 Page 5
determination to release the allowance and how that evidence was weighted.
Specifically, tell us how you determined that generating net income for one fiscal quarter is enough positive evidence to conclude  that it is more likely than not that
certain deferred tax assets will be reali zed.  We refer you to paragraphs 20 to 25
and 103 of SFAS 109.
 Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Three Months Ended December 31, 2008 and 2007, page 13

 12. You disclose that net sales increased  $5.8 million, or 123%, to $10.6 million, for
the three months ended December 31, 2008 from the same period in fiscal 2007,
primarily related to growth in flat pane l display sales to various customers of $5.0
million and $0.8 million in Engineering-modi fication and design sales for several
projects completed for a major custom er.  Considering the impact of the
bankruptcy of Eclipse Aviation, from wh om you had anticipated to receive $4.5
million in sales per quarter, a reasonabl y detailed explanati on of the strategy you
developed and pursued to nevertheless rea lize increases in re venues would appear
to be warranted.  Please te ll us if these sales represen t contracts to retrofit 757/67
airplanes with flat panel di splay systems, and if so, tell us what consideration you
gave to disclosing entry into specific new agreements, events that led to increases
in sales under existing agreements, or arrangements that played a significant role
in your substantial revenue growth.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response 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 response 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 Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment 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.

John C. Long
Innovative Solutions and Support, Inc. February 27, 2009 Page 6
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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities 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.
 You may contact Melissa Fe ider, Staff Accountant, at  (202) 551-3379 or me at
(202) 551-3499 if you have any questions regarding comments on the financial statements and related matters.  Please addre ss questions regarding all other comments to
Kevin Dougherty, Staff Attorne y, at (202) 551-3271 or Mark P. Shuman, Legal Branch
Chief, at (202) 551-3457.
       S i n c e r e l y ,

       Kathleen Collins
Accounting Branch Chief