SecProbe.io

March 2, 2011
 Via E-mail

Ronald C. Albrecht Chief Financial Officer Innovative Solutions & Support, Inc. 720 Pennsylvania Drive Exton, PA 19341
Re: Innovative Solutions & Support, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2010
Filed December 14, 2010 Form 10-Q for the Quarter Ended December 31, 2010 Filed February 8, 2011 File No. 000-31157

Dear Mr. Albrecht:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended September 30, 2010

 Item 8. Financial Statements and Supplementary Data

 Consolidated Statements of Operations, page 36

1. We note that you allocate sales and cost of sales as either  “product” or “engineering –
modification and development.”  We also note from your disclosures on page 41 that
your multiple element arrangements can include design and development activities, functional upgrades, and/or product sales.  Please explain how you allocate multiple
element arrangements to the two captions on th e income statement.  In your response,
please provide us with the amount of bundl ed arrangements that include services
accounted for pursuant to ASC 605-35 recognized for each period presented and tell us

Ronald C. Albrecht Innovative Solutions & Support, Inc. March 2, 2011 Page 2

 if/how you allocate any portion of stand- alone ASC 605-35 arrangements to “product”
revenue and cost of revenue.  Additionally, it appears from your disclosures on page 42
that extended warranties are presented as “pr oduct” revenue and cost of revenue.  Please
provide us with the amount of extended wa rranty services recognized for each period
presented.  If material, please consider clarifyi ng your disclosures in future filings with
respect to how your arrangements are alloca ted in your consolidated statements of
operations.  See Rule 5-03 of Regulation S-X.

Note 14. Commitments and Contingencies, page 58

2. You indicate that the trade secret and pr oprietary suit filed on January 17, 2002 in
Pennsylvania state court against Stratham  Associates is ongoing.  Tell us how you
considered expanding the disclosu re of the status of this cas e to be more detailed and
providing the disclosure requi rements of ASC 450-20-50.

Item 11. Executive Compensation (i ncorporated by reference to the definitive proxy statement
filed January 27, 2011)
 Summary Compensation Table, page 25

3. Future filings should disclose whether the aggr egate grant date fair value of stock awards
and options were computed in accordance w ith FASB Accounting Standards Codification
Topic 718.  Refer to Items 402(c)  and (k) of Regulation S-K.

Item 12. Security Ownership of Certain Bene ficial Owners and Management and Related
Stockholder Matters (incorporated by reference to the definitiv e proxy statement filed January
27, 2011)
 Security Ownership of Principal Shareholders, page 3

4. Consistent with Item 403 of Regulation S-K, please identify the natural person or persons
who exercise sole or shared voting and/or dispositive powers over the securities held by
Federated Investors, Inc., Ingalls & Snyder, LLC and WealthTrust Axiom LLC.

Form 10-Q for the Quarterly Period Ended December 31, 2010
 Part II

 Item 1. Legal Proceedings, page 19

5. Please tell us the basis on which you formul ated your belief that the likelihood of the
bankruptcy trustee will prevail in its avoidance actions is remote.

Ronald C. Albrecht Innovative Solutions & Support, Inc. March 2, 2011 Page 3

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Melissa Feid er at (202) 551-3379 or me at (202) 551-3499 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Michael Johnson, Staff Attorney, at (202) 551-3477 or Mark P. Sh uman, Legal Branch Chief, at
(202) 551-3462 with any other questions.
Sincerely,
/s/ Kathleen Collins

Kathleen Collins Accounting Branch Chief