SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
December 22, 2009

Mr. Justin W. Shireman Insignia Systems, Inc. 8799 Brooklyn Blvd. Minneapolis, MN 55445
 RE: Insignia Systems, Inc.
Form 10-K for the fiscal year ended December 31, 2008
  Filed March 31, 2009
File #1-13471

   Dear Mr. Shireman:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  Af ter reviewing this information, we may or
may not 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 the Fiscal Year Ended December 31, 2008

 Patents and Trademarks, page 6

1. In future filings, please disclose who the De veloper is, and clarif y, if true, that the
company does not rely upon any rights gr anted by the Developer with respect to
the POPsign program.  Also, it appears that you have not filed the license
agreement with the Developer as an exhibi t to the annual report.  Please tell why
this agreement is not required to be filed pursuant to Item 601(b)(10) of

Mr. Justin W. Shireman
Insignia Systems, Inc. December 22, 2009 Page 2
Regulation S-K, or otherwise,  please file the agreement as an exhibit with your
next annual report.
 Customers, page 7

2. In accordance with Item 101(c)(1)(vii) of Re gulation S-K, in future filings please
identify the customers who accounted for 10% or more of your annual net sales.
 Item 1A - Risk Factors, page 8

3. Please note that you should disclose all know n material risks.  In future filings,
please delete the second sentence in the introductory paragraph.  If risks are not
deemed material, you should not reference them.

Item 15.  Exhibits and Financia l Statement Schedules, page 43

4. We note that portions of the Exclusive Reseller Agreement between Valassis
Sales & Marketing Services, Inc. and th e Company entered into as of June 12,
2006 (Exhibit 10.8) and Amendment #2 to the same agreement (Exhibit 10.12)
have been omitted pursuant to a confiden tial treatment request filed with the
Commission.  Please ensure that in future filings you identify with a footnote the
agreements subject to confidential treatme nt requests.  Also, please tell us why
you have not filed Amendment #1 as an exhi bit to the annual report, or otherwise
file it with your ne xt periodic report.

Exhibit 31.1. – Certification of  Principal Executive Officer
Exhibit 31.2 – Certification of  Principal Financial Officer

5. Your certifications omit the following la nguage at the end of paragraph 4: “and
internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f) for the registrant…”  Please file an amendment to your Form
10-K to include certificates that do not ex clude the stated language.  Please note
that in response to this comment, your amended Form 10-K should include the
cover page, explanatory not e, signature page and Items 1, 2, 4, and 5 of the
certifications.  In addition, since it appears th at this is not the first year in which
you have filed management’s report on inte rnal control over financial reporting,
the Form 10-K/A must also include fu ll Item 9A disclosure as well as the
company's financial statements.  Please also  ensure that the re vised certifications
refer to Form 10-K/A and are currently dated.  Please refer to Section 246.13 of
the Division of Corporation Finance – Co mpliance and Disclosure Interpretations
of Regulation S-K, which can be found at http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm
.  Please comply
with this comment with respect to yo ur quarterly report on Form 10-Q for the
periods ended March 31, 2009 and June 30, 2009.

Mr. Justin W. Shireman
Insignia Systems, Inc. December 22, 2009 Page 3    Quarterly Report on Form 10-Q For the Period Ended March 31, 2009

Quarterly Report on Form 10-Q For the Period Ended June 30, 2009
Quarterly Report on Form 10-Q For the Period Ended September 30, 2009

6. We note your disclosure that your cer tifying officers concluded that your
disclosure controls and procedures were  effective “in timely alerting them to
material information relating to the Co mpany required to be included in the
Company’s periodic filings under the Excha nge Act.”  This description appears to
be based on the definition of disclosure controls and pro cedures set forth in Rules
13a-15(e) and 15d-15(e) under the Exchange  Act.  As described, however, the
evaluation does not fully conform to the de finition in those rules.  Specifically,
the description does not indica te that your disclosure c ontrols and procedures are
effective to ensure that information is accumulated and communicated to management, including the principal ex ecutive and financial officers, as
appropriate to allow timely decisions regarding required disclosure.  Please
confirm this to us and revise accordingl y in future filings.  Alternatively, you may
simply state in future filings that  your certifying officer s concluded on the
applicable dates that your disclosure c ontrols and procedures were effective.
 Definitive Proxy Statement on Schedule 14A filed on April 6, 2009

General

7. Item 13 of Form 10-K requires that you provide disclosure in accordance with
Item 404 of Regulation S-K.  We are unabl e to locate disclosure regarding certain
relationships and related transactions.  Please advise or otherwise include
appropriate disclosure in  your next amendment.
 Director Compensation, page 3

8. Please revise your disclosure to clarify wh ether the re-election of directors occurs
annually and the reasons behind Chairman ’s grant of non-qualified options being
five times greater than the grant to  the other independe nt directors.

Mr. Justin W. Shireman
Insignia Systems, Inc. December 22, 2009 Page 4   Executive Compensation, page 10

 Compensation Discussion & Analysis, page 10

9. Your CD&A provides no analysis of how  the compensation committee made its
decisions regarding compensation paid to executives in 2008.  Your CD&A
should clearly explain how the qualitati ve and quantitative items that the
committee considered translated into obj ective pay determinations.  Please amend
your Form 10-K to enhance your discussi on significantly and to respond to the
specific comments we have below.

Base Salary, page 10

10. In the first paragraph you disclose that  the base salaries for your executive
officers “are intended to be competitive w ith the median base salaries paid by
other corporations similar to the [c ]ompany”.  Since it appears that you
benchmark your executives’ compensation, you r disclosure would need to comply
with Item 402(b)(2)(xiv) of Regulation S-K.  Question 118.05 of Regulation S-K
Compliance and Disclosure Interpretations , which are available on our website at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm , provides further
guidance on when a registrant must iden tify the benchmark in the filing.  In
addition, in future filings, please clarify whether you benchmark your
compensation, and if so, please make th e appropriate disclo sures, including,
among other things, identifying the comp anies comprising the peer group of
corporations “similar” to the company.
 11. We note that with the exception of Mr. J ones, the base salaries for the other
executive officers were increased; however,  you provide no analysis of the factors
that the compensation committee considered for purposes of determining the amount of each executive officer’s base salary.  Please see Item 402(a)(v) of
Regulation S-K.    Please revise your disclosure accordingly, and in addition
disclose what type of compensation su rveys the committee reviews and how such
information influences the committee’s decisions.
 Annual Incentives, page 11

12. Your disclosure about how the amount of  incentive compensation is determined is
overly broad and generic.  There is no analysis of how financial performance
targets were determined, what their leve l of achievement was, and whether the
compensation committee’s assessment of individual performance was based upon review of pre-establishe d individual goals or wh ether it was based upon the
committee’s subjective determination.

Mr. Justin W. Shireman
Insignia Systems, Inc. December 22, 2009 Page 5
• Please revise your disclosure to grea tly enhance your analysis of how the
committee determined the incentive compensation amounts, including a
qualitative and quantitative discussion of the financial performance targets,
and each executive’s individual targets.

• Please disclose the actual level of achievement for each performance goal and
how the ultimate level of the award was determined.  Please see Item
402(b)(1)(v) of Regulation S-K.  We note footnote (3) disclosure to the
summary compensation table on page 12.  The reference to achievement of
“certain revenue and gross margin perfor mance targets” is overly broad and
generic.

• Please note that to the extent that  the compensation committee’s decisions
regarding an executive officer’s indi vidual performance were based upon a
subjective evaluation, in accordance with Item 402(b)(2)(vii) of Regulation S-
K, please ensure to disclose each exec utive officer’s personal objectives by
also identifying the specific contribut ions made by each executive and
contextualize those achievements for purposes of demonstrating how they
resulted in specific compensation deci sions.  Although quant itative targets for
subjective or qualitative assessments ma y not be required, you should provide
insight of how qualitative inputs ar e translated into objective pay
determinations.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany 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 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 their
filings;

Mr. Justin W. Shireman
Insignia Systems, Inc. December 22, 2009 Page 6
• 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.

If you have any questions regarding these comments, please direct them to Era
Anagnosti, Staff Attorney, at (202) 551-3369, Pa mela Long, Assistant Director, at (202)
551-3765 or, in their absence, to the undersigned at (202) 551-3689.

         S i n c e r e l y ,             John Hartz        Senior Assistant Chief Accountant