SecProbe.io

June 9, 2011

Mr. Scott F. Drill
Chief Executive Officer
Insignia Systems , Inc.
8799 Brooklyn Blvd.
Minneapolis, MN  55445

Re: Insignia Systems , Inc.
Form 10-K for the fiscal year ended December 31, 2010
Filed March  16, 201 1
  Form 10 -Q for the quarte r ended March 31, 201 1
File No. 1 -13471

Dear Mr. Drill:

 We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your documents.  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 advising us when you will provide the request ed
response.   If you do not believe our comments apply to your facts and circumstances  or do not
believe an amendment is appropriate , please tell us why in your response.

After reviewing  any amendment to your filing and  the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2010 filed March 16, 2011

Management’s Discussion and Analysis, page 15

1. Refer to your discussion of revenues on page 17.  Please revise to quantify the changes in
revenues due to increases in revenues per sign and decreases in the number of signs
pursuant to the guidance in Financial Reporting Codification section 501.04.

2. Also, we note that the expiration of the registrant ’s contract with Kroger could have a
material adverse impact on service revenues for 2011.  Please expand the discussion to
include the amount of revenues from this customer for 2010 and 2009.

Financial Statements

Mr. Scott F. Drill
Insignia Systems , Inc.
June 9, 2011
Page 2

Note 6 – Income Taxes , page 39

3. We note that on February 9, 2011, you and News America entered into a settlement
agreement to settle an ongoing lawsuit and that News America paid you $125 million in
conjunction with the settlement.  We also note that you released $7.9 million of valuation
allowance in 2010 due to the expectation of future taxable income as a result of the News
America marketing lawsuit settlement.  Please either revise the disclosure to state the
change in facts with regard to the lawsuit that occurred on or be fore December 31, 2010
that support your change in valuation allowance as of December 31 or tell us the basis for
recording a change in the valuation allowance as of December 31 based on an event that
occurred after the balance sheet date.  Please use the guidance found in ASC section 740 -
10-25-8, which states that a change in facts after the reporting date but before the
financial statements are issued or available should be recognized in the period in which
the change in facts occurs, and ASC sections 740 -10-55-119 and 450 -25 in your
response.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that t he filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accu racy
and adequacy of the disclosures they have made.

            In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the fi ling;

 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 C ommission or any person under the federal securities laws of the United States.

Please file all correspondence over EDGAR.  You may contact Claire DeLabar , Senior
Staff Accountant, at (202) 551 -3349 or Terry French, Accountant Branch Chief,  at (202) 551 -
3828 if you have questions regarding comments on the financial statements and related matters.
Please contact me at (202) 551 -3810 with any other questions.

Sincerely,

Larry Spir gel
Assistant Directo r