SecProbe.io

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						January 7, 2005

Mr. Scott F. Drill
President and Chief Executive Officer
Insignia Systems, Inc.
6470 Sycamore Court    North
Maple Grove, MN   55369

Re:	Insignia Systems, Inc.
	Registration Statement on Form S-3 filed on December 23, 2004
	File No.: 333-121587

Dear Mr. Drill:

	This is to advise you that the review of the above
registration
statement has been limited to monitoring the prospectus
disclosures
under "Selling Shareholders" and "Plan of Distribution" and we
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.  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 or may not
raise additional comments.

	Please understand that the purpose of our review 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.

Selling Shareholders, page 7
1. Please clarify the reason(s) why Bear Stearns Securities Corp.
is
included in the table and the amount of securities being offered
for
resale by them.  Confirm supplementally that they are not
registered
broker dealers or affiliates of broker-dealers.  We may have
further
comments after we review your response.
2. Please confirm supplementally that none of the selling
shareholders listed in the table are registered broker-dealers or
affiliates of broker-dealers.  We remind you that any selling
shareholders listed in the table who are also registered broker-
dealers  are "underwriters" in this offering and should be
identified.

	No further review of the registration statement has been nor
will be made.  All persons who are by statute responsible for the
adequacy and accuracy of the registration statement are urged to
be
certain that all information required pursuant to the Securities
Act
of 1933 has been included.

	You are also reminded to consider applicable requirements
regarding distribution of the preliminary prospectus.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that they
have
provided all information investors require for an informed
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 event 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 respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division 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 a confirmation of the fact that
those
requesting acceleration are aware of

their respective responsibilities under the Securities Act of 1933
and the Securities Exchange Act of 1934 as they relate to the
proposed public offering of the securities specified in the above
registration statement.  We will act on the request and, pursuant
to
delegated authority, grant acceleration of the effective date.

	If you have any questions, please call Dorine H. Miller at
(202)
942-1949.

							Sincerely,

							Pamela A. Long
							Assistant Director

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Mr. Scott F. Drill
Insignia Systems, Inc.
January 7, 2005
Page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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