SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
February 22, 2010

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 Amendment
No.1
  Filed January 29, 2010
File #1-13471

Dear Mr. Shireman:
We have reviewed your filing 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.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.
 Item 9A – Controls a nd Procedures, page 20

 Disclosure Controls and Procedures, page 20

1. We note your qualification in the sec ond paragraph under Item 9A.  Please
indicate that your disclosure controls and procedures are designed to provide
reasonable assurance of achieving their stat ed objectives and that your principal
executive officer and principal financial officer concluded th at your disclosure
controls and procedures are effective at the reasonable assurance level.
Alternatively, in future f ilings please remove language from your filings that
qualify the design, operation, and effectiven ess of your disclosure controls and
procedures.

Mr. Justin W. Shireman
Insignia Systems, Inc. February 22, 2010 Page 2   Item 11.  Executive Compensation, page 22

 Executive Compensation, page 23

 Compensation Discussion and Analysis, page 23

 Overview and Philosophy, page 23

2. We note your response and revised disclosu re in response to comment 10 of our
letter dated December 22, 2009.  In future filings please revise your disclosure on
top of page 24 to clearly quantify what you consider to be co mpensation “slightly
below competitive norms.”  In addition, please disclose the 21 publicly-traded
peer companies which compensation data you review and consider as part of your
market analysis.  Please show us what  your revised disclosure will look like.

Base Salary, page 24

3. We note your revised disclosure in res ponse to comment 11 of our letter dated
December 22, 2009.  In future filings please disclose how the compensation committee evaluated each named executive officer’s performance in deciding to
increase their salaries.  We note your disclosure that the suggested market
increase of 3% to 6% was “appropriate if  justified by performance.” Please show
us what your revised disclosure will look like.

Annual Incentives, page 24

4. Since your MD&A discussion focuse s on gross profit numbers (we note
disclosure on page 18 of the annua l report on Form 10-K filed on March 30,
2009) and your financial statements do not appear to present gross margin figures,
please tell us with a view toward future  disclosure how you act ually calculate Mr.
Drill’s percentage of bonus based on the gross margins on POPS revenue.

Long-term Incentives, page 25

5. Your CD&A provides minimal, if any, analys is as to how the ultimate level of the
equity awards was determined.  For each executive officer, in future filings please provide a substantive anal ysis and insight into w hy the compensation committee
determined that the levels of equity comp ensation were appropriate in light of the
factors considered in deriving those payout s.  Please show us what your revised
disclosure will look like.

Mr. Justin W. Shireman
Insignia Systems, Inc. February 22, 2010 Page 3   Summary Compensation Table, page 27

6. We note disclosure in the “All Other Compensation” column and your footnote
(5) disclosure.  Pursuant to  Instruction 4 to Item 402( c)(2)(ix) of Regulation S-K,
if perquisites and personal benefits are required to be reported, then each
perquisite or personal benefit that ex ceeds the greater of $25,000 or 10% of the
total amount of perquisites and personal  benefits for that officer must be
quantified and disclosed in a footnote.  With  respect to Mr. Jone s, please advise or
otherwise revise your future filings  to comply with Instruction 4.
 Grants of Plan-Based Awards, page 28

7. Your disclosure with respect to “Estim ated Future Payouts, Under Non-Equity
Incentive Plan Awards” is inconsistent  with your Summary Compensation table
disclosure, in particular, the “Non-Equity Incentive Plan Compensation” column
where you disclose non-equity compensation paid pursuant to a plan.  Please revise your future disclosure accordingly.
 Potential Change in Control Payments, page 28

8. In future filings please describe in great er detail the provision s of the agreements
you have with each of the executive o fficers for payments upon a change of
control.  Explain what constitutes a “cha nge in control” for purposes of these
agreements, and explain the basis for selec ting these events as triggering payment,
including the rationale for providing a singl e trigger for payment.  Please see Item
402(j) of Regulation S-K for additional guidance.  Please show us what your
revised disclosure will look like.
 Item 13.  Certain Relationships and Related Transactions and Director Independence,
page 30

9. We note your response and revised disclosu re in response to comment seven of
our letter dated December 22, 2009.  In  accordance with Item 404(b) of
Regulation S-K, in future filings please  revise your disclosure to provide a
description of your policies regarding the review and approval of transactions
covered under Item 404(a) of Regulation S- K.  Please show us what your revised
disclosure will look like.

*    *    *    *
   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

Mr. Justin W. Shireman
Insignia Systems, Inc. February 22, 2010 Page 4   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;
• 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, or to the undersigned at (202) 551-3760.

         S i n c e r e l y ,             Pamela A. Long        A s s i s t a n t  D i r e c t o r