SecProbe.io

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 INNOVATIVE SOLUTIONS AND SUPPORT, INC. 720 Pennsylvania Drive Exton, Pennsylvania 19341 ​ February 17, 2026 ​ VIA EDGAR ​ Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 ​ Re: Innovative Solutions and Support, Inc. (the “ Company ”) Registration Statement on Form S-3 (File No. 333-290859) (the “ Registration Statement ”) ​ Ladies and Gentlemen: ​ In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the Company’s above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 p.m. ET on February 19, 2026, or as soon thereafter as is practicable. ​ It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Darrick M. Mix of Duane Morris LLP, by telephone at (215) 979-1206 or by email at dmix@duanemorris.com. The Company hereby authorizes Mr. Mix to orally modify or withdraw this request for acceleration. ​ ​ Very truly yours, ​     ​ INNOVATIVE SOLUTIONS AND SUPPORT, INC. ​     ​ By: /s/ Jeffrey DiGiovanni ​ Name: Jeffrey DiGiovanni ​ Title: Chief Financial Officer ​ ​

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 ​ INNOVATIVE SOLUTIONS AND SUPPORT, INC. 720 Pennsylvania Drive Exton, Pennsylvania 19341 ​ January 30, 2026 ​ VIA EDGAR ​ Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 ​ Re: Innovative Solutions and Support, Inc. (the “ Company ”) Registration Statement on Form S-3 (File No. 333-290859) (the “ Registration Statement ”) ​ Ladies and Gentlemen: ​ Reference is made to our letter, filed as correspondence on EDGAR on January 28, 2026, in which the undersigned registrant, Innovative Solutions and Support, Inc., a Pennsylvania corporation, requested acceleration of the effectiveness of the above referenced Registration Statement on Form S-3 to 5:00 pm ET on January 30, 2026, or as soon thereafter as practicable (the “ Effective Time ”), in accordance with Rule 461 under the Securities Act of 1933, as amended. ​ The Company is no longer requesting that such Registration Statement be declared effective at the Effective Time and we hereby formally withdraw our request for acceleration of the effective date until further notice from the Company. ​ ​   Very truly yours,         INNOVATIVE SOLUTIONS AND SUPPORT, INC.         By: /s/ Jeffrey DiGiovanni   Name: Jeffrey DiGiovanni   Title: Chief Financial Officer ​

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 INNOVATIVE SOLUTIONS AND SUPPORT, INC.

 720 Pennsylvania Drive

 Exton, Pennsylvania 19341

 January 28, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Re: Innovative Solutions and Support,
Inc. (the " Company ") Registration Statement on Form S-3 (File No. 333-290859) (the " Registration Statement ")

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date of the Company's above-referenced
Registration Statement be accelerated so that the same will become effective at 5:00 p.m. ET on January 30, 2026, or as soon thereafter
as is practicable.

 It would be appreciated if,
promptly after the Registration Statement has become effective, you would so inform our outside counsel, Darrick M. Mix of Duane Morris
LLP, by telephone at (215) 979-1206 or by email at dmix@duanemorris.com. The Company hereby authorizes Mr. Mix to orally modify or withdraw
this request for acceleration.

 Very truly yours,

 INNOVATIVE SOLUTIONS AND SUPPORT, INC.

 By:
 /s/ Jeffrey DiGiovanni

 Name:
 Jeffrey DiGiovanni

 Title:
 Chief Financial Officer

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INNOVATIVE SOLUTIONS AND SUPPORT, INC.

720 Pennsylvania Drive

Exton, Pennsylvania 19341

October 11, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Lauren Pierce

    Re:
    Innovative Solutions
    and Support, Inc. on Form S-3 (File No. 333-267595) filed September 23, 2022

    Requested Date:
    October 14, 2022

    Requested Time:
    9:00 AM Eastern Time

Ladies and Gentlemen:

Innovative Solutions and
Support, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to declare the above-captioned Registration Statement on Form S-3 effective at the “Requested Date”
and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Registrant may orally
request via telephone call to the staff of the Commission.

The Registrant hereby authorizes
Stephen Leitzell and Kenneth Winterbottom, both of whom are attorneys with the Registrant’s outside legal counsel, Dechert LLP,
to orally modify or withdraw this request for acceleration.

The Registrant requests
that it be notified of such effectiveness by a telephone call to Mr. Michael Linacre at (610) 646-9800, or in his absence, Mr. Leitzell
at (215) 994-4000.

    Sincerely,

    INNOVATIVE SOLUTIONS AND SUPPORT, INC.

    By:
    /s/ Michael Linacre

    Michael
    Linacre

    Chief Financial Officer

    cc
    Shahram
    Askarpour, Director & Chief Executive Officer

    Innovative Solutions
    and Support, Inc.

    Stephen Leitzell, Esq.

    Kenneth Winterbottom, Esq.

    Dechert LLP

[Signature Page to Company
Acceleration Request Letter]

United States securities and exchange commission logo
October 3, 2022
Michael Linacre
Chief Financial Officer
Innovative Solutions and Support, Inc.
720 Pennsylvania Drive
Exton, Pennsylvania 19341
Re:Innovative Solutions and Support, Inc.
Registration Statement on Form S-3
Filed September 23, 2022
File No. 333-267595
Dear Michael Linacre:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Lauren Pierce, Staff Attorney, at (202) 551-3887 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Steve Leitzell

March 29, 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 File No. 000-31157

Dear Mr. Albrecht:
 We have completed our review of your Form 10-K and related filings and have no further
comments at this time on the specific issues raised.

Sincerely,  /s/  Kathleen Collins

Kathleen Collins Accounting Branch Chief

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March 16, 2011

VIA EDGAR

Kathleen Collins

Accounting Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

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. 001-31157

Dear Ms. Collins:

Innovative Solutions and Support, Inc. (the “Company”) confirms receipt of the letter dated March 2, 2011 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced Form 10-K and Form 10-Q. In response to the Staff’s comments, the Company acknowledges that:

(1)                                 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

(2)                                 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

(3)                                 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.

Very   truly yours,

INNOVATIVE   SOLUTIONS AND SUPPORT, INC.

/s/   Ronald C. Albrecht

Ronald   C. Albrecht

Chief   Financial Officer

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Cira Centre
   2929 Arch Street
   Philadelphia, PA 19104-2808

+1  215  994    4000  Main

+1  215  994    2222  Fax

www.dechert.com

STEPHEN M. LEITZELL

stephen.leitzell@dechert.com

+1 215 994 2621    Direct

+1 215 655 2621  Fax

March 16, 2011

VIA EDGAR AND COURIER

Kathleen Collins

Accounting Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

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. 001-31157

Dear Ms. Collins:

On behalf of Innovative Solutions and Support, Inc. (the “Company”), we confirm receipt of the letter dated March 2, 2011 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced Form 10-K filed on December 14, 2010 (which incorporated by reference portions of the Definitive Proxy Statement filed on January 27, 2011 (the “Proxy Statement”)) and Form 10-Q filed on February 8, 2011.  We are responding to the Staff’s comments on behalf of the Company, as set forth below. The Staff’s comments are set forth below in bold and numbered to correspond to the numbered comments in the Staff’s letter. The Company’s responses follow each of the Staff’s 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 the income statement. In your response, please provide us with the amount of bundled arrangements that include services accounted for pursuant to ASC 605-35 recognized for each period presented and tell us 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 “product” revenue and cost of revenue. Please provide us with the amount of extended warranty services recognized for each period presented. If material, please consider clarifying your disclosures in future filings with respect to how your arrangements are allocated in your consolidated statements of operations. See Rule 5-03 of Regulation S-X.

The Company notes the Staff’s comment regarding the allocation of multiple element arrangements to the two captions on the income statement, and responds that design and engineering services elements are included in “Engineering — modifications and development.” Any functional upgrades and product sales elements are included in “Product” net sales amounts. This is consistent with the Company’s classification of revenue for single element arrangements, as described in the Single Element Arrangements disclosure in Note 3 of the Notes to Consolidated Financial statements included in the Company’s Form 10-K for the fiscal year ended September 30, 2010.

The Staff requested information regarding services included in bundled arrangements.  The Company has not had service arrangements pursuant to ASC 605-35 subject to allocation to “product” revenue and cost of revenue for the periods presented.  Services provided by the Company have been limited to design and engineering services elements.

In response to the Staff’s request for the amount of revenue recognized related to extended warranty services, the Company recognized approximately $100,000 in each of the fiscal years ended September 30, 2008, 2009 and 2010, which represented approximately 0.3%, 0.3% and 0.4% of total sales during each of these fiscal years, respectively.

In future filings, the Company will add the following sentence to the footnotes to its financial statements at the end of the first paragraph under “Revenue Recognition” in Note 3:

“The Company includes any design and engineering services elements in “Engineering — modifications and development” sales and any functional upgrades and product elements in “Product” sales on the accompanying consolidated statement of operations.”

2

Note 14. Commitments and Contingencies, page 58

2.                                       You indicate that the trade secret and proprietary suit filed on January 17, 200[7] in Pennsylvania state court against [Strathman] Associates is ongoing. Tell us how you considered expanding the disclosure of the status of this case to be more detailed and providing the disclosure requirements of ASC 450-20-50.

The Company notes the Staff’s comment regarding the disclosure requirements of ASC 450-20-50.  ASC 450-20-50-1 requires disclosure of the nature of any accrual made pursuant to the provisions of ASC 450-20-25-2 where a loss is probable and the amount of the expected loss is reasonably estimable.  Paragraphs three through five of ASC 450-20-50 also require disclosure regarding losses which are reasonably possible, but not probable, or for which the amount of loss cannot be reasonably estimated.  In such cases, disclosure is required regarding the nature of the contingency and an estimate of the possible loss or range of loss, or a statement that such an estimate cannot be made.

With regard to the suit filed by the Company on January 17, 2007 in Pennsylvania state court against Strathman Associates, the Company brought suit against Strathman Associates for misappropriation of the Company’s trade secrets and confidential information.  An accrual has not been made because the Company is the plaintiff in the case and a loss is not probable or reasonably possible. The only potential losses to which the Company may be subject are its litigation costs, which would not be material.  Because the Company will not be subject to a material loss as a result of the case, the Company did not feel it was necessary to expand the disclosure of the status of the case in the Form 10-K.

Item 11. Executive Compensation (incorporated by reference to the definitive proxy statement filed January 27, 2011)

Summary Compensation Table, page 25

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

The Company notes the Staff’s comment and confirms that the aggregate grant date fair value of the stock awards and options were computed in accordance with FASB Accounting Standards Topic 718.  The Company notes that footnote (2) to the Summary Compensation Table

3

included in the Proxy Statement includes a cross-reference to Note 3 of the Company’s audited financial statements as filed in the Company’s Annual Report on Form 10-K.  Note 3 explains that the aggregate grant date fair value of stock awards and options were computed in accordance with FASB Accounting Standards Codification Topic 718.  In future filings the Company will disclose in a footnote to the Summary Compensation Table that the aggregate grant date fair value of the stock awards and options were computed in accordance with FASB Accounting Standards Codification Topic 718.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (incorporated by reference to the definitive 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.

The Company notes the Staff’s comment and in future filings will identify the natural person or persons who exercise sole or shared voting and/or dispositive powers over the securities reported in the table of Security Ownership of Principal Shareholders, to the extent that such information is available to the Company.  The Company notes that instruction 3 to Item 403 of Regulation S-K provides that the Company may rely on the information set forth in filings under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, in reporting the ownership of principal stockholders.  With regard to Ingalls & Snyder, LLC and WealthTrust Axiom, LLC, as noted in footnotes four and five to the table of Security Ownership of Principal Stockholders in the Proxy Statement, the Company has relied solely on information provided in the Schedule 13Gs filed by Ingalls & Snyder, LLC and WealthTrust Axiom LLC on January 11, 2011.  Such Schedule 13Gs did not indicate the natural person or persons who exercise sole or shared voting and/or dispositive powers over the securities and the Company has no knowledge as to which natural persons exercise sole or shared voting and/or dispositive powers over the securities.

With regard to Federated Investors, Inc., however, the Schedule 13G filed on February 11, 2010 by Federated Investors, Inc. contained the identity of the natural persons who exercise sole or shared voting and/or dispositive powers over the securities held by Federated Investors, Inc.  Had this disclosure been provided in the footnotes to the table of Security Ownership of Principal Shareholders in the Proxy Statement, it would have read as follows:

4

(3)                              Based solely on Schedule 13G filed February 11, 2010.  Represents 2,375,003 shares of common stock over which (i) Federated Investors, Inc. has sole voting and dispositive power, (ii) Voting Shares Irrevocable Trust has sole voting and dispositive power, (iii) John F. Donahue has shared voting and dispositive power, (iv) Rhodora A. Donahue has shared voting and dispositive power and (v) J. Chirstopher Donahue has shared voting and dispositive power.  Federative Investors, Inc.’s address is Federated Investors Tower, Pittsburgh PA 15222.

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 formulated your belief that the likelihood of the bankruptcy trustee will prevail in its avoidance actions is remote.

The Company notes the Staff’s comment and confirms that it believes that the likelihood of the bankruptcy trustee prevailing in this avoidance action is remote.  The bankruptcy trustee has filed avoidance actions against the Company on behalf of AE Liquidation, Inc. (formerly Eclipse Aviation Corporation) for the avoidance of seven payments totaling $321,095 for allegedly preferential transfers paid to the Company during the 90 days preceding the filing of the bankruptcy petition of Eclipse Aviation Corporation on November 25, 2008.  The Company believes, based on the advice of its counsel and its understanding of the facts of the case, that the likelihood of the bankruptcy trustee prevailing is remote because the transfers in question do not qualify as preferential transfers under the Bankruptcy Code because (1) with respect to approximately $288,000 of the transfers, the transfers were made in advance of shipment of product and thus at a time when there was no obligation (and thus no antecedent debt) owed to the Company and (2) with respect to the remaining approximately $33,000 of the transfers, the transfers were made in the ordinary course of business.

*     *     *

5

If you have any questions or require any additional information concerning the foregoing, please do not hesitate to contact me at 215-994-2621.  Thank you for your cooperation and attention to this matter.

Sincerely,

/s/   Stephen M. Leitzell

Stephen   M. Leitzell

cc:

Ronald   C. Albrecht, Chief Financial Officer of the Company

Henry   N. Nassau, Esq.

6

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

Mail Stop 4561
Via Fax (610) 646-0149
        A p r i l  1 0 ,  2 0 0 9
 John C. Long Chief Financial Officer Innovative Solutions and Support, Inc. 720 Pennsylvania Drive Exton, PA 19341
Re: Innovative Solutions and Support, Inc.
Form 10-K and Form 10-K/A fo r the Fiscal Year Ended
September 30, 2008  Filed December 11, 2008 and December 19, 2008
  Form 10-Q for the Fiscal Quarter Ended December 31, 2008
  Filed on February 6, 2009
File No. 000-31157

Dear Mr. Long:

We have reviewed your response letter dated March 27, 2009 in connection with
the above-referenced filings and have the fo llowing comments.  If 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 deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.  Unless otherwise noted, where prior comments are referred to they
refer to our letter dated February 27, 2009.

Form 10-K and Form 10-K/A for Fi scal Year Ended September 30, 2008

General
1. We note from your response to prior comme nt 1 that the ''typographical errors"
did not result in a mathematical mist ake based on your consideration of the
definition of an error pursuant to SFAS  154. However, the typographical error of
using the wrong net loss figure resulted in an error in the pres entation of the cash
flow statement and caused the mathematical calculations of "net cash provided by
(used in) operating activities", "net decr ease in cash and cash equivalents", and

John C. Long
Innovative Solutions and Support, Inc.
April 10, 2009 Page 2
"cash and cash equivalents, end of year" to  be incorrect. As a result, it appears
that the typographical errors would meet  the definition of an  error and, assuming
these errors are cons idered material, the Company should have filed an Item 4.02
8-K and labeled the related cash flow info rmation as restated, In this regard,
please provide the Company's SAB 99 analysis in determining whether these errors were considered to be material.
 Item 5. Market for the Registrant’s Comm on Equity, Related St ockholder Matters and
Issuer Repurchase of Equity Securities
 Comparison of the Five Y ear Total Return, page 20

2. Your response to prior comment 4 states that you do not use a published industry or line-of-business index because you are not aware of any such index made of
companies that are comparable to you and that would be accessible to your security holders or is widely recognized and used.  However, we note that other
companies in the aerospace and aviation industry, under such SIC codes as 3721,
3728, 3812, and 3823, which appear to be comp arable to you have identified and
used such indices for comparison in th eir performance graphs; including the
SPADES Defense index, the Dow Jones US Aerospace Index, or the S&P Aerospace and Defense Index.  Please advise  as to why identification and use of
such industry or line-of-business indices  are not feasible or appropriate; or
alternatively why you are unable to construc t an index of peer issuer(s), which
need not be limited to direct competitors.
 Note 3. Summary of Significant Accounting Policies, Revenue Recognition, page 39

3. You state in your response to prior comment 6 that the Company has not
recognized any revenue under SOP 97-2 in the historical fina ncial statements.
However, from your response to prior co mment 4 of your letter dated March 2,
2007, it appears that revenue from some of your arrangements was recognized
pursuant to SOP 97-2. Please clarify this  discrepancy and te ll us whether you
subsequently concluded that the arrange ments discussed in your March 2, 2007
response letter should have been acc ounted for pursuant to SAB 104 from
inception.  Also, tell us the percentage of revenue recognized  pursuant to SOP 97-
2 for each period presented and if applying SAB 104 would have resulted in different revenue recognition. Additionall y, tell us when and if there was a
specific event that caused the Company to  change its determination that SAB 104
was the appropriate guidance for revenue recognition.
4. Additionally, explain in detail,  how  you determined whether or not the
subsequent evaluation of the Company’s products, which resulted in the change
from SOP 97-2 to SAB 104, should be c onsidered a correction of an error
pursuant to SFAS 154.

John C. Long
Innovative Solutions and Support, Inc.
April 10, 2009 Page 3  5. Please refer to prior comment 8. Tell us how you considered disclosing that your
customer contracts include provisions "requiring the payment of all revenue
earned and costs incurred through the date of contract termination" to make it clear that there is no risk with respect to  refundable fees associ ated with contract
termination rights.
6. Please refer to prior comment 9 and tell us in further detail the factors management considered to determine th at the Eclipse inventory would not be
used for other products in Q1'09.  Additionally, we note that the Company stopped recognizing revenue in August
 2008 “after you became aware of
Eclipse’s deteriorating fina ncial condition.”  Please tell us what information the
Company considered to determine that August 2008 was the a ppropriate month to
cease revenue recognition for Eclipse and te ll us exactly when this information
became known to you.  In this regard, considering you ceased recognizing revenue in August, it appears that mana gement may have known about Eclipse’s
problems prior to the meeting referred to  in your response. Also, tell us the
amount of accounts receivable due from Eclipse at June 30, 2008 and tell us
whether any of these receivables were out standing for more than the Company’s
normal payment term (45 days).

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 You may contact Melissa Fe ider, Staff Accountant, at  (202) 551-3379 or me at
(202) 551-3499 if you have any questions regarding comments on the financial statements and related matters.  Please addre ss questions regarding all other comments to
Kevin Dougherty, Staff Attorne y, at (202) 551-3271 or Mark P. Shuman, Legal Branch
Chief, at (202) 551-3457.
       S i n c e r e l y ,           Kathleen Collins
Accounting Branch Chief

Mail Stop 4561
Via Fax (610) 646-0394
        J u n e  4 ,  2 0 0 9
 John C. Long Chief Financial Officer Innovative Solutions and Support, Inc. 720 Pennsylvania Drive Exton, PA 19341
Re: Innovative Solutions and Support, Inc.
Form 10-K and Form 10-K/A fo r the Fiscal Year Ended
September 30, 2008  Filed December 11, 2008 and December 19, 2008
  Form 10-Q for the Fiscal Quarter Ended December 31, 2008
  Filed on February 6, 2009
File No. 000-31157

Dear Mr. Long:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time on the specific issues raised.

      S i n c e r e l y ,           Kathleen Collins
Accounting Branch Chief

CORRESP
1
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VIA
EDGAR

May 15,
2009

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549-4561

  Attn:

  Ms. Kathleen Collins

  Ms. Melissa
  Feider

  Mr. Kevin Dougherty

  Mr. Mark P. Shuman

  RE:

  Innovative Solutions and
  Support, Inc.

  Form 10-K
  and Form 10-K/A for Fiscal Year Ended

  September 30,
  2008

  Filed
  December 11, 2008 and December 19, 2008

  Form 10-Q
  for the Fiscal Quarter Ended December 31, 2008

  Filed
  on February 6, 2009

  File
  No. 000-31157

Dear
Ms. Collins and Ms. Feider:

On
behalf of Innovative Solutions and Support, Inc. (the “Company”), we
respond to the written comments of the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) contained in your letter dated May 7,
2009 to John C. Long (the “Comment Letter”), with respect to Form 10-K and
Form 10-K/A for Fiscal Year Ended September 30, 2008, filed with the
Commission by the Company on December 11, 2008 and December 19, 2008,
respectively, and Form 10-Q for the Fiscal Quarter Ended December 31,
2008, filed with the Commission by the Company on February 6, 2009 (File No. 000-31157).

The
headings and numbered items of this letter correspond to the headings and
numbered items contained in the Comment Letter. For the convenience of the Staff,
each of the comments from the Comment Letter is restated in bold italics prior
to the Company’s response.

General

1.             We
note from your response to our prior comment 1 that you concluded the errors in
the presentation of the line items on the cash flow statement did not meet the
definition of an error under SFAS 154 because they resulted from a
typographical error and not a mathematical mistake.  The Staff believes that the error in the
presentation and disclosures of the cash flow statement resulted from an
oversight (i.e. an inadvertent omission or an unintentional mistake) of facts
that existed at the time the financial statements were prepared and therefore,
would meet the definition of an

error pursuant to paragraph 2(h) of SFAS
154.  Accordingly, please file an Item
4.02 Form 8-K.

Response:

The
Company believes that the financial statements included in the Form 10-K
filed on December 11, 2008 could be relied upon because the errors in the
statement of cash flows included in such financial statements were not
material, i.e., would not have resulted in a reader of such financial
statements making an investment decision that would have been materially
different than if the error had not occurred.
Therefore, the Company believes that no Item 4.02 Form 8-K was
required to be filed.

As
noted in our response dated March 27, 2009, subsequent to the filing on December 11,
2008 of the Company’s Form 10-K for the fiscal year ended September 30,
2008, the Company identified an error contained on the face of the statement of
cash flows for the fiscal year ended September 30, 2008 in the document
that was filed with the Commission.  The
net loss line item shown under cash flows from operating activities for the
fiscal year ended September 30, 2008 was incorrectly presented as
$1,509,139 rather than ($7,897,248), resulting in incorrect cash provided by
operations and cash and cash equivalents amounts at the end of the year.  The $1,509,139 represents the income tax
expense line item that precedes the net income line item on the statement of
operations.  All other amounts on the
statement of cash flows other than the totals that were impacted by this error
were correct.

Upon
identification of the error, the Company promptly corrected the error by filing
a Form 10-K/A on December 19, 2008 with the corrected statement of
cash flows.  The Company has concluded
that no Item 4.02 Form 8-K was required because the error on the cash flow
statement was not material, and that continued reliance could be placed on the financial
statements as included in the Form 10-K that was filed on December 11,
2008 until the error was corrected on Form 10-K/A that was filed on December 19,
2008.  The Company’s conclusion is based
on the fact that the items that were in error on the Company’s statement of
cash flows for the fiscal year ended September 30, 2008 were properly
stated in other sections of the financial statements, as well as other sections
of the Form 10-K, resulting in clearly identifiable internal
inconsistencies within the document.  For
example, the net loss was properly stated as ($7,897,248) on the consolidated
statements of operations on page 34 and the summary financial information
table on page 21, cash and cash equivalents, end of year, was properly
stated as $35,031,932 on the consolidated balance sheet on page 33 and the
summary financial information table on page 21, and net cash provided by
operating activities was properly stated as $4.2 million on page 25 in the
liquidity and capital resources section of the Management’s Discussion &
Analysis of Financial Condition and Results of Operations (“MD&A”).

The
Company believes that a reader of the financial statements would have clearly
identified the inconsistencies and concluded that an error in the cash flow statement
existed.  Further, the Company believes
that a reader of the financial statements would consider the financial
statements taken as a whole and not rely on the statement of cash flows as a
standalone financial statement.
Additionally, a reader could have corrected for this error based on
readily determinable information included within the financial statements as
included in the Company’s Form 10-K and arrived at the correct
amounts.  The Company notes that once the
net loss amount is corrected, a user would arrive at correct amounts in the
statement of cash flows, including cash flows from operations and cash and cash
equivalents, end of year.  These
corrected amounts would be easily verified through comparison with the correct
amounts included in the MD&A.

As
a result, the Company does not believe that this error would have resulted in a
reader making an investment decision that would have been materially different
than if the error had not occurred, and therefore the Company does not believe
that an Item 4.02 disclosure on Form 8-K was required as the Company
believes that the financial statements could be relied upon.

2.             In
addition, we note from your disclosures on page 52 of the September 30,
2008 Form 10-K that the Company performed an evaluation of the
effectiveness of your disclosure controls and procedures as of September 30,
2007.  Please confirm that the
Company performed your evaluation as of the end of the period covered by the
report (i.e. September 30, 2008).
Further, considering the error in the cash flow statement and the
failure to file an Item 4.02 Form 8-K, please tell us whether your
officers have reconsidered the effectiveness of your disclosure controls and
procedures for the periods impacted.
Also, please confirm to us that you plan to address this reconsideration
and the related conclusions in your Form 10-Q for the quarter ended March 31,
2009.

Response:

The
Company notes the Staff’s comment and confirms that management performed an
evaluation of the effectiveness of the Company’s disclosure controls and
procedures as of September 30, 2008, and that the reference to September 30,
2007 on page 52 of the Form 10-K filed on December 11, 2008 was
an incorrect reference that should have instead referred to September 30,
2008.

In
addition, based upon the identification of the error in the statement of cash
flows discussed above and the Staff’s comment, the Company has reconsidered the
effectiveness of its disclosure controls and procedures as of September 30,
2008.  Management of the Company has
determined that as of September 30, 2008, a deficiency in the Company’s
disclosure controls and procedures existed. Nevertheless, the Company concluded
that this deficiency was not significant enough to result in a conclusion that
disclosure controls and procedures were ineffective as of that date.  The issues surrounding this deficiency were
disclosed to the Company’s Audit Committee prior to the filing of the Form 10-K/A
on December 19, 2008.  Management of
the Company determined that the deficiency resulted from the Company not having
sufficient procedures in place to ensure that late changes are accurately
reflected within the Company’s final version of the financial statements
included in the document that would ultimately be filed with the Commission as
the Form 10-K.  Management also
considered the impact on disclosure controls and procedures resulting from the
incorrect reference to 2007 instead of 2008, and concluded that this incorrect
reference did not result in a change to the Company’s conclusion regarding the
effectiveness of the Company’s disclosure controls and procedures.

The
Company evaluated the significance of this deficiency by considering the nature
of the error, the impacted balances and/or disclosures included in the
financial statements within the Form 10-K filing and any identified
contributing factors.  This evaluation
considered the Company’s conclusion that the errors in the cash flow statement
in the financial statements would not have resulted in a reader making an
investment decision that would have been materially different than if the error
had not occurred.  As a result of this
consideration, including the conclusion that continued reliance could be placed
on the financial statements within the Form 10-K filed on December 11,
2008 until the corrected financial statements were included in the Form 10-K/A

filed
on December 19, 2008, the Company confirmed its conclusion that its
disclosure controls and procedures were effective as of September 30,
2008.

To
remediate the deficiency, a member of the internal finance staff is now tasked
with the responsibility of manually checking each line item in the final
version of the financial statements included in the Company’s filings prior to
their filing with the SEC to ensure that any late changes are accurately
reflected. The Company did not consider this change to be a material change in
its disclosure controls and procedures.

The
Company does not believe it is necessary to address the Company’s conclusions
regarding its reconsideration of the effectiveness of its disclosure controls
and procedures as of the dates of any subsequently filed Form 10-Q because
it believes that its disclosure controls and procedures were effective as of September 30,
2008 and continued to be effective as of the dates of subsequently filed Form 10-Qs.

If
you have any questions or comments regarding the foregoing, please feel free to
contact the undersigned at 215.994.2621.
Thank you for your cooperation and attention to this matter.

  Sincerely,

  Stephen
  M. Leitzell, Esq.

  cc:

  Geoffrey
  S. M. Hedrick

  John
  C. Long

  Henry
  N. Nassau, Esq.

Mail Stop 4561
Via Fax (610) 646-0149
        M a y  7 ,  2 0 0 9
 John C. Long Chief Financial Officer Innovative Solutions and Support, Inc. 720 Pennsylvania Drive Exton, PA 19341
Re: Innovative Solutions and Support, Inc.
Form 10-K and Form 10-K/A fo r the Fiscal Year Ended
September 30, 2008  Filed December 11, 2008 and December 19, 2008
  Form 10-Q for the Fiscal Quarter Ended December 31, 2008
  Filed on February 6, 2009
File No. 000-31157

Dear Mr. Long:

We have reviewed your response letter  dated April 22, 2009 in connection with
the above-referenced filings and have the fo llowing comments.  If 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 deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.  Unless otherwise noted, where prior comments are referred to they
refer to our letter dated April 10, 2009.

Form 10-K and Form 10-K/A for Fi scal Year Ended September 30, 2008

General
1. We note from your response to our prior comment 1 that you concluded the errors
in the presentation of the line items on th e cash flow statement did not meet the
definition of an error under SFAS 154 becau se they resulted from a typographical
error and not a mathematical mistake.  The Staff believes that the error in the
presentation and disclosures of the cash flow statement resulted from an oversight
(i.e. an inadvertent omission or an unintentional mistake) of facts that existed at

John C. Long
Innovative Solutions and Support, Inc. May 7, 2009 Page 2
the time the financial statements were prepared and therefor e, would meet the
definition of an error pursuant to para graph 2(h) of SFAS 154.  Accordingly,
please file an Item 4.02 Form 8-K.
2. In addition, we note from your disclosu res on page 52 of the September 30, 2008
Form 10-K that the Company performed an evaluation of the effectiveness of your disclosure controls and pr ocedures as of September 30, 2007
.  Please
confirm that the Company performed your evaluation as of th e end of the period
covered by the report (i.e. September 30, 2008) .  Further, considering the error in
the cash flow statement and the failure to file an Item 4.02 Form 8-K, please tell us whether your officers have reconsider ed the effectiveness of your disclosure
controls and procedures for the periods im pacted.  Also, please confirm to us that
you plan to address this rec onsideration and the related conclusions in your Form
10-Q for the quarter ended March 31, 2009.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.

You may contact Melissa Fe ider, Staff Accountant, at  (202) 551-3379 or me at
(202) 551-3499 if you have any questions regarding comments on the financial statements and related matters.  Please addre ss questions regarding all other comments to
Kevin Dougherty, Staff Attorne y, at (202) 551-3271 or Mark P. Shuman, Legal Branch
Chief, at (202) 551-3457.
       S i n c e r e l y ,           Kathleen Collins
Accounting Branch Chief

CORRESP
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VIA
EDGAR

April 22, 2009

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549-4561

  Attn:

  Ms. Kathleen Collins

  Ms. Melissa Feider

  Mr. Kevin
  Dougherty

  Mr. Mark
  P. Shuman

  RE:

  Innovative
  Solutions and Support, Inc.

  Form 10-K
  and Form 10-K/A for Fiscal Year Ended

  September 30,
  2008

  Filed
  December 11, 2008 and December 19, 2008

  Form 10-Q
  for the Fiscal Quarter Ended December 31, 2008

  Filed
  on February 6, 2009

  File
  No. 000-31157

Dear
Ms. Collins and Ms. Feider:

On
behalf of Innovative Solutions and Support, Inc. (the “Company”), we
respond to the written comments of the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) contained in your letter dated April 10,
2009 to John C. Long (the “Comment Letter”), with respect to Form 10-K and
Form 10-K/A for Fiscal Year Ended September 30, 2008, filed with the
Commission by the Company on December 11, 2008 and December 19, 2008,
respectively, and Form 10-Q for the Fiscal Quarter Ended December 31,
2008, filed with the Commission by the Company on February 6, 2009 (File No. 000-31157).

The
headings and numbered items of this letter correspond to the headings and
numbered items contained in the Comment Letter. For the convenience of the
Staff, each of the comments from the Comment Letter is restated in bold italics
prior to the Company’s response.

General

1.             We
note from your response to prior comment 1 that the “typographical errors” did
not result in a mathematical mistake based on your consideration of the
definition of an error pursuant to SFAS 154.
However, the typographical error of using the wrong net loss figure
resulted in an error in the presentation of the cash flow statement and caused
the mathematical calculations of “net cash provided by (used in) operating
activities”, “net decrease in cash and cash equivalents”, and “cash and cash
equivalents, end of year” to be incorrect.
As a result, it appears that the typographical errors would meet the
definition of an error and, assuming these errors are considered

material, the Company should have filed an Item
4.02 8-K and labeled the related cash flow information as restated[.]  In this regard, please provide the Company’s
SAB 99 analysis in determining whether these errors were considered to be
material.

Response:

The
Company notes the Staff’s comment but respectfully disagrees with the Staff’s
conclusion that “it appears that the typographical errors would meet the
definition of an error” as defined in Statement of Financial Accounting
Standards No. 154 (“SFAS No. 154”), which superseded Accounting
Principles Board Opinion No. 20 (“APB No. 20”).  As explained in our March 27, 2009
letter, the Company believes that the errors in presentation that occurred in
the consolidated statement of cash flows for the year ended September 30,
2008 were the result of a mis-key of a cell reference on an Excel spreadsheet,
which caused the incorrect net income amount to be included on the consolidated
statement of cash flows in the Company’s Form 10-K that was filed on December 11,
2008.  The mathematical calculations of “net
cash provided by (used in) operating activities,” “net decrease in cash and
cash equivalents,” and “cash and cash equivalents, end of year” were also
presented incorrectly on the consolidated statement of cash flows in the Form 10-K,
solely because the incorrect net income amount was improperly included.

SFAS
No. 154 defines an “error in previously issued financial statements” as “an
error in the recognition, measurement, presentation, or disclosure in the
financial statements resulting from
mathematical mistakes, mistakes in the application of GAAP, or oversight or
misuse of facts that existed at the time the financial statements were
prepared.” (emphasis added).  Since there was no mistake in the application
of GAAP or oversight or misuse of facts that existed at the time the financial
statements were prepared, to conclude that an error occurred as defined under
SFAS No. 154 and therefore determine that a Form 8-K was required to
be filed under Item 4.02(a), the errors in presentation in the financial
statements must have resulted from a
mathematical mistake.   In his book SOX 404 for Small, Publicly Held Companies:  Internal Control Assessment and Reporting
Under Sarbanes-Oxley Robert Sonnelitter when discussing SFAS 154
states that mathematical mistakes occur when “a specified mathematical
operation is not correct” or “the specified mathematical operation is not
correctly performed.”  As a result of the
typographical error in the net loss line item described above, the other line
items also became misstated, but this was not due to a specified mathematical
operation not being correct or not being correctly performed.  Instead, it was because once the incorrect
net loss number was inserted into the statement, the specified mathematical
procedures were correctly performed, resulting in an incorrect presentation for
the three additional line items.  Because
mathematical calculations determined the line items in question that were
ultimately incorrect does not necessarily mean that the errors in those line
items resulted from a mathematical mistake.

Instead,
as noted in our March 27 letter, all of the errors in presentation on the
statement of cash flows resulted from what we would consider to be one “typographical
error” in the input of the net loss line item.
According to the Free On-line Dictionary of
Computing, a typographical error is defined as an “error while
inputting text via keyboard, made despite the fact that the user knows exactly
what to type in. This usually results from the operator’s inexperience at
keyboarding, rushing, not paying attention, or carelessness.”  Therefore, because the error in the
presentation of the line items on the cash flow statement resulted
from a typographical error and not a mathematical mistake, the error
in presentation is not considered an error within the plain meaning of the term
under SFAS No. 154, and therefore no Item 4.02 Form 8-K is required,
no SAB 99 analysis is required to be performed and the cash flow statement need
not be labeled as restated.

Item 5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and
Issuer Repurchase of Equity Securities

Comparison
of the Five Year Total Return, page 20

2.             Your
response to prior comment 4 states that you do not use a published industry or
line-of-business index because you are not aware of any such index made of
companies that are comparable to you and that would be accessible to your
security holders or is widely recognized and used.  However, we note that other companies in the
aerospace and aviation industry, under such SIC codes as 3721, 3728, 3812, and
3823, which appear to be comparable to you have identified and used such
indices for comparison in their performance graphs; including the SPADES
Defense index, the Dow Jones US Aerospace Index, or the S&P Aerospace and
Defense Index.  Please advise as to why
identification and use of such industry or line-of-business indices are not
feasible or appropriate; or alternatively why you are unable to construct an
index of peer issuer(s), which need not be limited to direct competitors.

Response:

The
Company accepts the Staff’s comment and will include the Dow Jones US Aerospace &
Defense Index on the stock performance table in its Proxy Statement for the
2010 annual meeting of shareholders based on its determination that including
the Dow Jones US Aerospace & Defense Index would comply with the
requirements of Item 201(e)(1)(ii) of Regulation S-K.

Note 3.
Summary of Significant Accounting Policies, Revenue Recognition, page 39

3.             You
state in your response to prior comment 6 that the Company has not recognized
any revenue under SOP 97-2 in the historical financial statements.  However, from your response to prior comment
4 of your letter dated March 2, 2007, it appears that revenue from some of
your arrangements was recognized pursuant to SOP 97-2.  Please clarify this discrepancy and tell us
whether you subsequently concluded that the arrangements discussed in your March 2,
2007 response letter should have been accounted for pursuant to SAB 104 from
inception.  Also, tell us the percentage
of revenue recognized pursuant to SOP 97¬2 for each period presented and if
applying SAB 104 would have resulted in different revenue recognition.  Additionally, tell us when and if there was a
specific event that caused the Company to change its determination that SAB 104
was the appropriate guidance for revenue recognition.

Response:

The
Company notes the Staff’s comment and the Staff’s reference to our letter dated
March 2, 2007.  In the March 2,
2007 letter we stated:

 “Based on the considerations of the above
guidance, the Company’s product sales (non-long term) should be accounted for
under the guidance of SOP 97-2. Per SOP 97-2 revenue is recognized when all of
the following criteria are met:

·                  Persuasive evidence of an arrangement exists;

·                  Delivery has occurred or services have been
rendered;

·                  The seller’s price to the buyer is fixed or
determinable; and

·                  Collectibility is reasonably assured.

The
requirements of SOP 97-2 are consistent with the general requirements of SAB
104 noted above. As noted in SOP 97-2, software contracts may include post
contract support and other related services. Although the Company’s product
sales fall within the scope of SOP 97-2, the current product sales transactions
do not include post contract support and other related services. As such, these
portions of SOP 97-2 are not applicable to the Company.”

As
noted in our March 2, 2007 letter, none of the product sales recognized at
the time of the response contained “post contract support and other related
services,” and revenue for those sales was therefore recognized at the time the
product was shipped.  The Company also
noted in its March 2007 response that the requirements of Statement of
Position 97-2, Software Revenue Recognition
(“SOP 97-2”) in the context of the product sales recognized at the time were
consistent with the requirements of Staff Accounting Bulletin No. 104, Revenue Recognition (“SAB 104”).   In the Company’s response letter dated March 27,
2009, it was stated that “The Company has not recognized any revenue under SOP
97-2 in its historical financial statements.”
This statement is accurate because although the Company believed at the
time of its March 2, 2007 response that its product sales should be
accounted for under SOP 97-2, the sales activity and the nature of the then
existing customer agreements under which the sales activity occurred resulted
in the Company recognizing product sales under SAB 104, which management has
concluded  was correct.  This statement is also accurate for revenue
recognized related to sales arrangements with multiple deliverables for which
the Company recognized revenue in accordance with EITF 00-21, Revenue Arrangements with Multiple Deliverables
(“EITF 00-21”).  This revenue recognition
policy was previously stated in our March 27, 2009 letter. The Company
does note, however, that the disclosure relating to the Company’s revenue
recognition policy (Note 3 in the Company’s financial statements as of September 30,
2008) references SOP 97-2, even though no revenue was recognized under such
guidance.  The Company will revise its
disclosure, as indicated in the March 27, 2009 letter, in its second
quarter 10-Q filing to be submitted on or before May 11, 2009 to remove
the references to SOP 97-2.

In
response to the Staff’s inquiry regarding whether there was a “specific event
that caused the Company to change its determination that SAB 104 was the
appropriate guidance for revenue recognition,” the Company notes that it is not
aware of any specific event that caused the change in its determination.  Current financial management has determined
that none of the Company’s contracts, nor any of its product sales, contained
provisions or products that would have required recognition under SOP 97-2
versus SAB 104 and /or under the guidance included in EITF 00-21, as
appropriate.  As noted in our March 27,
2009 letter, the Company’s products have included flat panel displays and air
data systems, and these products have remained relatively unchanged.  The Company has recognized revenue
appropriately and consistently under SAB 104 and EITF 00-21, as applicable,
since its March 2, 2007 response.

In
summary, current financial management has reviewed the sales arrangements and related
revenue recognized and has concluded, for the reasons discussed above and in
our March 27, 2009 letter, that the historical revenue recognition
policies it has utilized have been consistent with SAB 104 and/or EITF 00-21,
and that software is not more than incidental to the product.  Further, the Company concluded that it should
continue to recognize revenue under SAB 104 and /or EITF 00-21, as
applicable,  that revenue previously
recognized had not been misstated and that no errors occurred.   As noted in our March 27, 2009 letter,
in light of the constant evolution of the Company’s products as well as the
fact that they do include embedded software, the Company does plan to continue
to consider the applicability of SOP 97-2 (and any other potentially applicable
accounting guidance) to each new product and/or customer arrangement.

4.             Additionally,
explain in detail, how you determined whether or not the subsequent evaluation
of the Company’s products, which resulted in the change from SOP 97-2 to SAB
104, should be considered a correction of an error pursuant to SFAS 154.

Response:

The
Company notes the Staff’s comment and respectfully refers the Staff to our
response to comment #3 above.  The
Company, upon determining that the software utilized is not
more-than-incidental to the Company’s flat panel products and therefore not
subject to revenue recognition under SOP 97-2, considered whether revenue
recognized up to that time was appropriate and concluded, for the reasons
discussed above, that it was.  The
Company concluded that under SAB 104, any revenue recognized would be the same
as under SOP 97-2 for the activity that occurred.  As a result, the Company concluded that
revenue recognized had not been misstated, and that no errors occurred.

5.             Please
refer to prior comment 8.  Tell us how
you considered disclosing that your customer contracts include provisions “requiring
the payment of all revenue earned and costs incurred through the date of
contract termination” to make it clear that there is no risk with respect to
refundable fees associated with contract termination rights.

Response:

The
Company notes the Staff’s comment and respectfully submits that its customer
contracts do not provide the customer the right to any sort of refundable fee
associated with their contract termination rights.  Previously, the Company had not considered
the prospect of refundable fees associated with contract rights to be a
sufficient risk such that additional disclosure was required.  However, to provide further clarity, in
future filings the Company will provide additional disclosure to make it clear
there is no risk with respect to refundable fees associated with contract
rights because the customer has the obligation to pay for all revenue earned
and costs incurred through the date of termination.  Had this enhanced disclosure been provided in
the Company’s Form 10-K for the fiscal year ended September 30, 2008,
it would have read as follows:

Sales
to government contractors and agencies accounted for approximately 23%, 36% and
51% of total sales during fiscal years 2008, 2007 and 2006, respectively.  While under these contracts the gove

CORRESP
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filename1.htm

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

720
Pennsylvania Drive

Exton,
Pennsylvania 19341

(610) 646-9800

March 27, 2009

VIA EDGAR

United States Securities
and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Attn: Ms. Kathleen
Collins

  RE:

  Innovative
  Solutions and Support, Inc.

  Form 10-K
  and Form 10-K/A for Fiscal Year Ended

  September 30,
  2008

  Filed
  December 11, 2008 and December 19, 2008

  Form 10-Q
  for the Fiscal Quarter Ended December 31, 2008

  Filed
  on February 6, 2009

  File
  No. 000-31157

Dear Ms. Collins:

In
connection with the response dated March 27, 2009 by Innovative Solutions
and Support, Inc. (the “Company”) to the written comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in your letter dated February 27, 2009 with respect to Form 10-K
and Form 10-K/A for Fiscal Year Ended September 30, 2008, filed with
the Commission by the Company on December 11, 2008 and December 19,
2008, respectively, and Form 10-Q for the Fiscal Quarter Ended December 31,
2008, filed with the Commission by the Company on February 6, 2009 (File No. 000-31157)
(the “Filings”), the Company acknowledges that:

1.             the Company is responsible for the adequacy and accuracy
of the disclosure in the Filings;

2.             Staff comments or changes to disclosure in response to
Staff comments do not foreclose the Commission from taking any action with
respect to the Filings; and

3.             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.

  Very truly yours,

  INNOVATIVE SOLUTIONS
  AND SUPPORT, INC.

  By:

    /s/ John C.
  Long

  John C. Long

  Chief Financial Officer

CORRESP
1
filename1.htm

VIA
EDGAR

March 27,
2009

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549-4561

  Attn:

  Ms. Kathleen
  Collins

  Ms. Melissa
  Feider

  Mr. Kevin
  Dougherty

  Mr. Mark
  P. Shuman

  RE:

  Innovative
  Solutions and Support, Inc.

  Form 10-K
  and Form 10-K/A for Fiscal Year Ended

  September 30,
  2008

  Filed
  December 11, 2008 and December 19, 2008

  Form 10-Q
  for the Fiscal Quarter Ended December 31, 2008

  Filed
  on February 6, 2009

  File
  No. 000-31157

Dear
Ms. Collins:

On
behalf of Innovative Solutions and Support, Inc. (the “Company”), we
respond to the written comments of the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) contained in your letter dated February 27,
2009 to John C. Long (the “Comment Letter”), with respect to Form 10-K and
Form 10-K/A for Fiscal Year Ended September 30, 2008, filed with the
Commission by the Company on December 11, 2008 and December 19, 2008,
respectively, and Form 10-Q for the Fiscal Quarter Ended December 31,
2008, filed with the Commission by the Company on February 6, 2009 (File No. 000-31157).

The
headings and numbered items of this letter correspond to the headings and
numbered items contained in the Comment Letter. For the convenience of the Staff,
each of the comments from the Comment Letter is restated in bold italics prior
to the Company’s response.

General

1.             We
note that that [sic] you amended the September 30, 2008 Form 10-K to
correct certain “typographical errors” in the consolidated statements of cash
flows.  Tell us what consideration you
gave to filing an Item 4.02 Form 8-K.
Also, tell us why you did not label the September 30, 2008 cash
flow information as restated.

Response:

Subsequent
to the filing on December 11, 2008 of the Company’s Form 10-K for the
fiscal year ended September 30, 2008, the Company identified a
typographical error contained on the face of

the
statement of cash flows for the fiscal year ended September 30, 2008 in
the document that was filed with the Commission.  The net loss line item shown under cash flows
from operating activities for the fiscal year ended September 30, 2008 was
incorrectly presented as $1,509,139 rather than ($7,897,248).  This incorrect amount on the statement of
cash flows was due to a typographical error made while making the final changes
to the Company’s Form 10-K for the fiscal year ended September 30,
2008 which caused data from the wrong cell on a spreadsheet to appear in the
net loss line item on the statement of cash flows.  As a result of the typographical error, the
totals on the statement of cash flows for net cash provided by operating
activities, net decrease in cash and cash equivalents and cash and cash
equivalents, end of year, were not correct.
However, in the same Form 10-K which was filed on December 11,
2008, those same items were properly stated in other sections of the Form 10-K,
resulting in clearly identifiable internal inconsistencies in the
document.  For example, the net loss is
properly stated as ($7,897,248) on the consolidated statements of operations on
page 34 and the summary financial information table on page 21, net
cash provided by operating activities is properly stated as $4.2 million on page 25
in the liquidity and capital resources section of the Management’s Discussion &
Analysis of Financial Condition and Results of Operations (“MD&A”) and cash
and cash equivalents, end of year, is properly stated as $35,031,932 on the
consolidated balance sheet on page 33 and the summary financial
information table on page 21.  Upon
becoming aware of this typographical error, the Company elected to correct the
statement of cash flows in a Form 10-K/A, which was filed on December 19,
2008.  All of the items on the statement
of cash flows described above were corrected in the amended filing.

Item
4.02 of Form 8-K requires disclosure on Form 8-K if a registrant
concludes that previously issued financial statements should no longer be
relied upon because of an error in the financial statements as addressed in
Accounting Principles Board Opinion No. 20, as it may be modified, supplemented or succeeded (“APB No. 20”).  APB No. 20 has been subsequently
superseded by Statement of Financial Accounting Standards No. 154 (“SFAS No. 154”).  An “error
in previously issued financial statements” is defined in SFAS No. 154 as “an
error in recognition, measurement, presentation, or disclosure in financial
statements resulting from mathematical mistakes, mistakes in the application of
GAAP, or oversight or misuse of facts that existed at the time the financial
statements were prepared.”

After consideration, the Company concluded that the
typographical errors that appeared on the face of the consolidated statement of
cash flows did not result from a mathematical mistake or a mistake in the
application of GAAP, and that no facts that existed at the time the Form 10-K
was filed were overlooked or misused.
Therefore, the Company concluded that the financial statements did not
contain an error within the meaning of SFAS No. 154, and 8-K disclosure
under Item 4.02 was therefore not required.
Similarly, the Company determined that because the information was
correctly reported in other parts of the financial statements included in Form 10-K,
the amounts in error were clearly identifiable to the user, and it was not
necessary to label the financial statements as having been restated.

Item 1.
Business

Customers

Retrofit
Market, Page 7

2.             You
disclose, in the aggregate, the percentage of revenue supplied by a specified,
limited number of your largest customers in fiscal 2008 and fiscal 2007;
however, there is no explicit identification in this section of the ten percent
or greater

customers.
In future filings, please disclose the name of each customer accounting
for ten percent or more of your consolidated revenues.  To adequately explain the extent of
dependence on these principal customers, it appears that the percentage
contributed by each of them should be provided.
You may elect to provide additional information regarding the extent of
concentration of your customer base.  See
Item 101(c)(i)(vii) of Regulation S-K.

Response:

The
Company notes the Staff’s comment and in future filings will disclose the name
of each customer accounting for ten percent or more of the Company’s consolidated
revenues and the percentage of revenues contributed by each of these
customers.  Had this enhanced disclosure
been provided in the Company’s Form 10-K for the fiscal year ended September 30,
2008, it would have read as follows:

Historically,
a majority of our sales have come from the retrofit market. Among other
reasons, we have pursued the retrofit market specifically because of its
continued rapid growth in response to the increasing need to support the world’s
aging fleet of aircraft. During fiscal year 2008 we derived 26% of our revenues
from three retrofit customers, Department of Defense (“DOD”), Federal Express
and American Airlines.  During fiscal
year 2008 DoD, our largest retrofit customer, accounted for 10% of our total
revenues.   During fiscal year 2007 three
retrofit customers, DoD, Eclipse and Western Aircraft accounted for 20%, 16%
and 11% of our total revenues, respectively.

Item
1A. Risk Factors

Risks
Related to Our Industry, page 16

3.             You
do not appear to address the cyclical nature of the aerospace industry in which
you sell your products.  Additional
global terrorists’ attacks, higher fuel prices, large fluctuations in commodity
prices, and/or further airline bankruptcies all have the ability to change the
course of the recovery of the aerospace industry and affect demand for your
products.  Please tell us what thought
you gave to expressing these or other industry risks that may be material in
separate headings under “risks related to our industry.”

Response:

The
Company notes the Staff’s comment and respectfully submits that the Company
believes that its exposure to what the Staff refers to in its comment as the “cyclical
nature of the aerospace industry” is mitigated by both the Company’s
diversified customer base and its focus on the retrofit market.   The Company’s customer base spans three
markets within the aerospace industry, namely military, commercial air
transport and general aviation.  While
terrorist attacks, higher fuel prices, fluctuations in commodity prices and
airline bankruptcies may impact certain markets within the industry (for
example, commercial air transport), other aspects of the market, in particular
military sales, can remain robust or even be enhanced due to those factors.  In addition, the Company believes that its
focus on retrofitting existing aircraft provides the Company with opportunities
in both times of expansion and times of contraction in the aerospace
industry.  As stated on page 22 of
the Company’s Form 10-K, the Company believes that in a declining economic
environment customers that may have otherwise elected to purchase newly
manufactured aircraft will instead be interested in retrofitting existing
aircraft as a cost effective

alternative.  Also, in an expanding market, the Company believes
that capacity constraints prevent the two largest suppliers of new aircraft
from meeting all of the demand in the market, which creates opportunity for
industry participants such as the Company who focus on retrofitting existing
aircraft.  Therefore, the Company
believes that these reasons mitigate the risk to the extent that it does not
believe that an additional risk factor on the cyclical nature of the aerospace
industry is required in addition to those already included in the Form 10-K
for the fiscal year ended September 30, 2008 to provide investors with an
overview of the significant risks facing the business.

Moreover,
the Company respectfully submits that it believes that its exposure to the
significant risks inherent in competing in the aerospace industry are
adequately addressed by the risk factors already included in the Form 10-K
for the fiscal year ended September 30, 2008.  In particular, the risk factors entitled “Our
sales principally relate to flat panel display systems and air data products,
and we cannot be certain that the market will continue to accept these or other
products,” “A global recession and continued credit tightening could adversely
affect us,” “The loss of a key customer or significant deterioration in the
financial condition of a key customer could have a material adverse
effect on our results of operations,” and “Growth in our customer base could be
limited by delays or difficulties in completing development and
introduction of our planned products or product enhancements.  If we fail to enhance existing products
or to develop and achieve market acceptance for flat panel displays and other
new products that meet customer requirements, our business will be adversely
affected,” each describe the significant risks that exist in competing in the
aerospace industry.  Based on its
experience and its knowledge of the aerospace industry, the Company believes
these risk factors properly convey to investors the key risks the Company faces
in the markets in which it sells its products.
The Company will continue to monitor these risks each quarter and
will add additional risk factors in the future regarding the cyclical nature of
the aerospace industry or other topics as it deems appropriate based on market
conditions at the time of each future filing on Form 10-K or Form 10-Q.

Item 5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and
Issuer Repurchase of Equity Securities

Comparison
of the Five Year Total Return, page 20

4.             We
note that your stock performance table uses a market capitalization index
instead of an industry specific or peer issuer index.  Issuers with similar market capitalization,
such as the Russell 2000 index, can be used in place of a recognized applicable
industry index, or a self-constructed peer index only in limited
circumstances.  See Item 201(e)(1)(ii)(C) of
Regulation S-K.  Please explain why your
presentation of the market capitalization based index is permissible.

Response:

The
Company notes the Staff’s comment and respectfully submits that the Company
believes that its presentation of a market capitalization based index is
permissible based on the Company’s individual circumstances and the
requirements of Item 201(e)(1)(ii)(C) of Regulation S-K.  Item 201(e)(1)(ii) of Regulation S-K
provides that the performance graph may include: (A) a published industry
or line-of-business index, (B) peer issuers selected in good faith, or (C) an
index based on similar market capitalization.
If the Company does not use a published industry or line-of-business
index and does not believe it can reasonably identify a peer group, a
presentation of issuers with a similar market capitalization is permissible
under the rules.

The
Company designs, manufactures and sells flat panel display systems and advanced
monitoring systems to the Department of Defense, government agencies, defense
contractors, commercial air transport carriers, original equipment
manufacturers and the corporate/general aviation markets.  The Company does not use a published industry
or line-of-business index because it is not aware of any such index made of
companies that are comparable to it and that would be accessible to the Company’s
security holders or is widely recognized and used.  Further, the Company is not reasonably able
to identify a peer group because its competitors are either private companies
or divisions of much larger public companies, and a comparison to the stock
price of these public company competitors may be misleading since there are
many factors that affect the share price of these larger, more diversified
companies that would not be relevant to the Company.  As a result, the Company chose to include a
comparison to the Russell 2000 index, an index of issuers with a similar market
capitalization, in accordance with Item 201(e)(1)(ii)(C) of Regulation
S-K.  The Company does note, however that
a statement regarding the reasons for choosing a market capitalization based
index under Item 201(e)(1)(ii)(C) of Regulation S-K to accompany the stock
performance graph in Form 10-K and in future filings will include a
statement describing the reasons mentioned above.

Item
7A. Quantitative and qualitative disclosures about market risk, page 30

5.             You
disclose that changes in interest rates could impact interest income and
expense along with cash flows.  Please
tell us your consideration and conclusion with respect to quantitative
disclosure regarding market risk of interest rate fluctuations.  We are unable to locate a sensitivity
analysis or other quantitative presentation of the potential impact of changes
in interest rates and their potential impact on interest income, expense and
cash flows.  See Item 305(a)(1) of
Regulation S-K.

Response:

The
Company notes the Staff’s comment and in future filings will provide the
following disclosure to attempt to quantify for investors the impact of changes
in interest rates and their potential impact on interest income, interest
expense, and cash flows, although to date the impact of changes in interest
rates would not have had a material effect on the Company’s consolidated
financial statements taken as a whole.
Had this enhanced disclosure been provided in the Company’s Form 10-K
for the fiscal year ended September 30, 2008, it would have read as
follows:

Item 7A.  Quantitative
and qualitative disclosures about market risk.

The
Company’s operations are exposed to market risks primarily as a result of
changes in interest rates. The Company does not use derivative financial
instruments for speculative or trading purposes. The Company’s exposure to
market

CORRESP
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VIA
EDGAR

March 13,
2009

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549-4561

  Attn:

  Ms. Kathleen
  Collins

  Ms. Melissa
  Feider

  Mr. Kevin
  Dougherty

  Mr. Mark
  P. Shuman

  RE:

  Innovative
  Solutions and Support, Inc.

  Form 10-K
  and Form 10-K/A for Fiscal Year Ended

  September 30,
  2008

  Filed
  December 11, 2008 and December 19, 2008

  Form 10-Q
  for the Fiscal Quarter Ended December 31, 2008

  Filed
  on February 6, 2009

  File
  No. 000-31157

Dear
Ms. Collins:

We
acknowledge receipt of the written comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in your letter
dated February 27, 2009  (the “Comment
Letter”), with respect to Form 10-K and Form 10-K/A of Innovative
Solutions and Support, Inc. (the “Company”) for the Fiscal Year Ended September 30,
2008, filed with the Commission by the Company on December 11, 2008 and December 19,
2008, respectively, and Form 10-Q for the Fiscal Quarter Ended December 31,
2008, filed with the Commission by the Company on February 6, 2009 (File No. 000-31157).

As
discussed with Ms. Feider yesterday, we intend to submit our response to
the Staff’s comments on or before April 3, 2009, which is fifteen business
days from the date by which a response was originally requested in the Comment
Letter.

If
you have any questions or comments regarding the foregoing, please feel free to
contact the undersigned at (610) 646-0350.
Thank you for your cooperation and attention to this matter.

  INNOVATIVE
  SOLUTIONS AND SUPPORT, INC.

  By:

  /s/
  John C. Long

  John
  C. Long

  Chief
  Financial Officer

Mail Stop 4561
Via Fax (610) 646-0149
        February 27, 2009
 John C. Long Chief Financial Officer Innovative Solutions and Support, Inc. 720 Pennsylvania Drive Exton, PA 19341
Re: Innovative Solutions and Support, Inc.
Form 10-K and Form 10-K/A fo r the Fiscal Year Ended
September 30, 2008  Filed December 11, 2008 and December 19, 2008
  Form 10-Q for the Fiscal Quarter Ended December 31, 2008
  Filed on February 6, 2009
File No. 000-31157

Dear Mr. Long:
We have reviewed the above-referenced f ilings and have the following comments.
If 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
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 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 and Form 10-K/A for the Fiscal Year Ended September 30, 2008

General

1. We note that that you amended the September 30, 2008 Form 10-K to correct
certain “typographical errors” in the consolidated statements of cash flows.  Tell

John C. Long
Innovative Solutions and Support, Inc.
February 27, 2009 Page 2
us what consideration you gave to fili ng an Item 4.02 Form 8-K.  Also, tell us
why you did not label the September 30, 2008 cash flow information as restated.

Item 1. Business

Customers

Retrofit Market, page 7
 2. You disclose, in the aggregate, the per centage of revenue supplied by a specified,
limited number of your largest customers in  fiscal 2008 and fiscal 2007; however,
there is no explicit identification in this section of the ten percent or greater customers.  In future filings, please disclose the name of each customer
accounting for ten percent of more of your consolidated revenues.  To adequately
explain the extent of dependence on these principal customers, it appears that the
percentage contributed by each of them should be provided.  You may elect to provide additional information regarding the extent of concentration of your
customer base.  See Item 101( c)(1)(vii) of Regulation S-K.
 Item 1A. Risk Factors

Risks Related to Our Industry, page 16

3. You do not appear to address the cyclic al nature of the aerospace industry in
which you sell your products.  Additional gl obal terrorists’ att acks, higher fuel
prices, large fluctuations in commodity pr ices, and/or further airline bankruptcies
all have the ability to change the course of the recovery of the aerospace industry and affect demand for your products.  Pleas e tell us what t hought you gave to
expressing these or other industry risks that  may be material in separate headings
under “risks related to our industry.”
 Item 5. Market for the Registrant’s Comm on Equity, Related St ockholder Matters and
Issuer Repurchase of Equity Securities
 Comparison of the Five Y ear Total Return, page 20

 4. We note that your stock performance tabl e uses a market capitalization index
instead of an industry specific or peer i ssuer index.  Issuers with similar market
capitalization, such as the Russell 20 00 index, can be used in place of a
recognized applicable industry index, or a self-constructed peer index only in
limited circumstances.  See Item 201(e)(1 )(ii)(C) of Regula tion S-K.  Please
explain why your presentation of the ma rket capitalization based index is
permissible.

John C. Long
Innovative Solutions and Support, Inc.
February 27, 2009 Page 3  Item 7A. Quantitative and qualitative disclosures about market risk, page 30

5. You disclose that changes in interest rates could impact interest income and
expense along with cash flows.  Please te ll us your consideration and conclusion
with respect to quantitative disclosure re garding market risk of interest rate
fluctuations.  We are unable to locate a sensitivity analysis or other quantitative
presentation of the potential impact of changes in interest rates and their potential
impact on interest income, expense and cash flows.  See Item 305 (a)(1) of Regulation S-K.
 Note 3. Summary of Significant Accounting Policies

 Revenue Recognition, page 39

 6. Given the shift in product mix from sales of air data systems and components to
flat panels, please update us as to the applicability of SOP 97-2 to your products.
In your response, please tell  us the percentage of revenue recognized pursuant to
SOP 97-2 for fiscal 2008 and fiscal 2007 fo r both current and long-term contracts.
If a significant portion of your revenue is recognized pursuant to SAB 104, then
please tell us how the Company considered the guidance in footnote 2 to SOP 97-2 in determining that software is in cidental to the pr oduct as a whole.
Additionally, tell us how the Company c onsidered disclosing which products are
accounted for pursuant to SOP 97-2  and which are accounted for pursuant to SAB 104 in the revenue recognition footnote.   We may have further comments.
 7. Additionally, we note in your  response letter dated March 2, 2007 to our prior
comment 4 that “current product sales”  accounted for under SOP 97-2 did not
contain postcontract customer support or  services.  We also note from your
disclosures on page 9 that the Company o ffers a customer service program with
twenty-four hour telephone support for pr oduct repair or upgrade concerns and
also offers customers extended warranties for additional fees.  Please confirm whether these services are provided with current and/ or long-term arrangements
that are accounted for pursuant to SOP 97-2.  If so, tell us how the Company
accounts for such arrangements and speci fically address how you establish vendor
specific objective evidence for these serv ices pursuant to paragraph 10 and/or 57
of SOP 97-2.
 8. We note from your disclosures on page 37 that government agencies accounted
for approximately 23%, 36%, and 51% of revenue for fiscal 2008, 2007, and
2006, respectively.  Please tell us how you considered the guidance of paragraphs 31 to 33 of SOP 97-2 and/or SAB Topic 13.A.4, as applicable, in accounting for fiscal funding clauses included in your soft ware arrangements.  Specifically, tell
us how you assess that collection is r easonably assured/probable given your

John C. Long
Innovative Solutions and Support, Inc.
February 27, 2009 Page 4
disclosure on page 9 that indicates such customers retain the right to terminate the
contract at any time.
 9. We note that in fiscal 2008, the Comp any suspended work on the Eclipse VLJ
program due to Eclipse Aviation filing for Chapter 11 bankruptcy on November
25, 2008.  We also note from your disclo sure on page 23 that revenue from
Eclipse Aviation represented 42% of fi scal 2008 revenue and that the Company
recorded a bad debt and inventor y reserve of $4.1 million and $1.9 million,
respectively.  Tell us the ba lance of gross accounts rece ivable and gross inventory
as of September 30, 2008 and December 31, 2008 related to Eclipse Aviation.  If
the balances are not fully reserved, then  please explain why this is the case.
Additionally, tell us whic h accounting literature the Co mpany applied to sales
from this customer, the nature of their payment terms, and how the loss of their
business impacted revenue recognition.

Form 10-Q for the Fiscal Quarter Ended December 31, 2008

Note 1. Summary of Significant Accounting Policies
 Recent Accounting Pronouncements, page 6

10. We note that the adoption of SFAS 157 on October 1, 2008 did not have an
impact on the Company’s financial statements.  We also note that your cash
equivalents balance includes funds held in  money market accounts.  If material,
tell us how you considered providing the disclosure requirements of paragraphs
32 to 35 of SFAS 157 related to your money market investments.  In addition, please tell us and in the future revise to  disclose the composition of your cash and
cash equivalents and the amounts held in  each type of instrument.  In your
response, please provide us with the balance of your money-market funds for each period presented in your fiscal 2008 Form 10-K and as of December 31, 2008.
 Note 3. Income Taxes, page 9

 11. We note that the effective tax rate for the quarter ended December 31, 2008
differs from the statutory tax rate due to “the reversal of  certain deductible
temporary differences which at September 30, 2009 were offset by a valuation allowance, such amounts will be deductible  for income tax purposes in the current
year based on forecasted earnings.”  Pleas e confirm what portion of the valuation
allowance was released and what acc ounts were impacted by the release (e.g.
deferred tax assets, income tax expense,  taxes receivable/payable, etc.).
Additionally, please tell us how the Company assessed the effective rate of 4% for
the first quarter was reflective of the estimated annual effective tax rate pursuant to paragraphs 8 and 20 of FIN 18.  In this  regard, please describe in greater detail
the nature of the positive and negative evidence you considered in your

John C. Long
Innovative Solutions and Support, Inc.
February 27, 2009 Page 5
determination to release the allowance and how that evidence was weighted.
Specifically, tell us how you determined that generating net income for one fiscal quarter is enough positive evidence to conclude  that it is more likely than not that
certain deferred tax assets will be reali zed.  We refer you to paragraphs 20 to 25
and 103 of SFAS 109.
 Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Three Months Ended December 31, 2008 and 2007, page 13

 12. You disclose that net sales increased  $5.8 million, or 123%, to $10.6 million, for
the three months ended December 31, 2008 from the same period in fiscal 2007,
primarily related to growth in flat pane l display sales to various customers of $5.0
million and $0.8 million in Engineering-modi fication and design sales for several
projects completed for a major custom er.  Considering the impact of the
bankruptcy of Eclipse Aviation, from wh om you had anticipated to receive $4.5
million in sales per quarter, a reasonabl y detailed explanati on of the strategy you
developed and pursued to nevertheless rea lize increases in re venues would appear
to be warranted.  Please te ll us if these sales represen t contracts to retrofit 757/67
airplanes with flat panel di splay systems, and if so, tell us what consideration you
gave to disclosing entry into specific new agreements, events that led to increases
in sales under existing agreements, or arrangements that played a significant role
in your substantial revenue growth.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

John C. Long
Innovative Solutions and Support, Inc. February 27, 2009 Page 6
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 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 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.
 You may contact Melissa Fe ider, Staff Accountant, at  (202) 551-3379 or me at
(202) 551-3499 if you have any questions regarding comments on the financial statements and related matters.  Please addre ss questions regarding all other comments to
Kevin Dougherty, Staff Attorne y, at (202) 551-3271 or Mark P. Shuman, Legal Branch
Chief, at (202) 551-3457.
       S i n c e r e l y ,

       Kathleen Collins
Accounting Branch Chief

CORRESP
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filename1.htm

INNOVATIVE SOLUTIONS AND SUPPORT,
INC.

720 Pennsylvania Drive

Exton, Pennsylvania 19341

  Telephone:

  (610) 646-9800

  Facsimile:

  (610) 646-0150

May 15, 2007

VIA EDGAR

United States Securities
and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:                               Innovative Solutions and Support, Inc.

Registration Statement on Form S-3

Registration No. 333-140018

Ladies and Gentlemen:

Pursuant to Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended,
the undersigned Registrant hereby requests that the effectiveness of the
above-captioned Registration Statement be accelerated so that it will become
effective as of 4:00 pm on May 18, 2007, or as soon thereafter as practicable.

The Registrant acknowledges
that:

1.        should the Commission or the staff,
acting pursuant to delegated authority, declare the Registration Statement
effective, the Commission is not foreclosed from taking any action with respect
to the Registration Statement;

2.        the action of the Commission or the
staff, acting pursuant to delegated authority, in declaring the Registration
Statement effective, does not relieve the Registrant of its full responsibility
for the adequacy and accuracy of the disclosure in the Registration Statement;  and

3.        the Registrant may not assert the
declaration of effectiveness of the Registration Statement by the Commission or
the staff as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

  Very truly yours,

  INNOVATIVE
  SOLUTIONS AND SUPPORT,

  INC.

  /s/ JAMES J. REILLY

  James J. Reilly

  Chief Financial
  Officer

CORRESP
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May 15, 2007

VIA EDGAR AND OVERNIGHT DELIVERY

United States Securities
and Exchange Commission

100 F Street NE

Washington, D.C.  20549

Attn:  Barbara C. Jacobs and Hugh Fuller

RE:                            Innovative
Solutions and Support, Inc.

Amendment No. 3 to the Registration Statement on Form S-3

File No. 333-140018

Ladies and Gentlemen:

Innovative Solutions and Support, Inc. (the “Company”)
has today filed with the Securities and Exchange Commission (the “Commission”)
Amendment No. 3 (“Amendment No. 3”) to its Registration Statement
on Form S-3 (Registration No. 333-140018).  On behalf of
the Company, we respond to the comment raised by the staff of the Commission in
a telephone call from Mr. Hugh Fuller to the undersigned by including an
updated legal opinion of Dechert LLP, dated May 11, 2007, and providing
that the Amendment No. 3 incorporates by reference the Company’s
Form 10-Q for the three months ended March 31, 2007, which was filed
by the Company on May 10, 2007.

If you have any questions, please feel free to contact
Henry N. Nassau at 215.994.2138 or the undersigned at 215.994.2621.  Thank you for your cooperation and attention
to this matter.

  Sincerely,

  Stephen M. Leitzell, Esq.

cc:         Geoffrey S. M. Hedrick

James J. Reilly

Henry N. Nassau, Esq.

 2

CORRESP
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VIA EDGAR AND OVERNIGHT DELIVERY

  United States Securities and Exchange
  Commission

  April 24, 2007

100 F Street NE

Washington, D.C.  20549

Attn:  Barbara C. Jacobs and Hugh Fuller

  RE:

  Innovative Solutions and Support, Inc.

  Amendment No. 2 to the Registration Statement on
  Form S-3

  File No. 333-140018

Ladies and Gentlemen:

Innovative Solutions and
Support, Inc. (the “Company”) has today filed with the Securities and
Exchange Commission (the “Commission”) Amendment No. 2 (“Amendment
No. 2”) to its Registration Statement on Form S-3 (Registration No. 333-140018).  On behalf of the Company, we respond to the
comments raised by the staff of the Commission in the letter dated April 12,
2007 from Ms. Barbara C. Jacobs to Mr. Geoffrey S. M. Hedrick.  For your convenience, the comments are
included in this letter and are followed by the applicable response.

Form S-3

Incorporation
of Certain Documents by Reference. Page 10

1.                                      Please
see our prior comment 5.  We note that
your definitive proxy soliciting materials were filed on February 5, 2007.  According to General Instruction G(3) to Form
10-K, you may incorporate the Part III information only if the definitive proxy
soliciting materials are filed within 120 days of the end of your fiscal
year.  Please amend your Form 10-K to
include the Part III information and then amend your Form S-3 to incorporate
that amended Form 10-K by reference.

Response:

On April 24, 2007, the Company filed Amendment No. 1
(the “Annual Report Amendment”) on Form 10-K/A to its Annual Report (the
“Annual Report”) on Form 10-K for the fiscal year ended September 30,
2006, amending Part III of the Annual Report to include the required
information.  Amendment No. 2
incorporates by reference the information in the Annual Report Amendment.

If you have any
questions, please feel free to contact Henry N. Nassau at 215.994.2138, Stephen
M. Leitzell at 215.994.2621 or the undersigned at 215.994.2241.  Thank you for your cooperation and attention
to this matter.

Sincerely,

Aaron R. Dixon, Esq.

  cc:

  Geoffrey S. M. Hedrick

  James J. Reilly

  Henry N. Nassau, Esq.

  Stephen M. Leitzell, Esq.

April 12, 2007

Mail Stop 4561

Geoffrey S. M. Hedrick
Chief Executive Officer
Innovative Solutions and Support, Inc.
720 Pennsylvania Drive
Exton, PA 19341

RE: Innovative Solutions and Controls, Inc.
  Amendment No. 1 to Form S-3
Filed Mach 28, 2007
  File number 333-140018

  Form 10-K for September 30, 2006
  Filed December 12, 2006
  File number 0-31157

Dear Mr. Hedrick:

We have reviewed you above amendment and have the following comments in
that regard.

Form S-3
Incorporation of Certain Docu ments by Reference. Page 10
1. Please see our prior comment 5.  We note that your definitive proxy soliciting
materials were filed on February 5, 2007.  According to General Instruction G(3)
to Form 10-K, you may incorporate the Part  III information only if the definitive
proxy soliciting materials are filed within 120 days of the end of your fiscal year.
Please amend your Form 10-K to include th e Part III information and then amend
your Form S-3 to incorporate that  amended Form 10-K by reference.

Geoffrey S. M. Hedrick
Innovative Solutions and Support, Inc.
April 12, 2007 Page 2 of 2
Please contact Hugh Fuller at (202) 5 51-3853 or me at (202) 551-3730 with any
other questions.

     S i n c e r e l y ,

     Barbara C. Jacobs
     A s s i s t a n t  D i r e c t o r

CC: Stephen M. Leitzell
 Dechert LLP
 Cira Centre
 2929 Arch Street
 Philadelphia, PA 19104-2808
 Facsimile number: (215) 994-2222

CORRESP
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VIA EDGAR AND OVERNIGHT DELIVERY

  United States Securities and Exchange
  Commission

  March 28, 2007

  100 F Street NE

  Washington, D.C. 20549

Attn:  Barbara C. Jacobs and Hugh Fuller

  RE:

  Innovative
  Solutions and Support, Inc.

  Amendment
  No. 1 to the Registration Statement on Form S-3

  File
  No. 333-140018

Ladies and Gentlemen:

Innovative Solutions and
Support, Inc. (the “Company”) has today filed with the Securities and
Exchange Commission (the “Commission”) Amendment No. 1 (“Amendment
No. 1”) to its Registration Statement on Form S-3 (Registration No. 333-140018).  On behalf of the Company, we respond to the
comments raised by the staff (the “Staff”) of the Commission in the letter
dated February 1, 2007 from Ms. Barbara C. Jacobs to Mr. Geoffrey S. M. Hedrick.  For your convenience, the comments are
included in this letter and are followed by the applicable response.

Form S-3

Selling Shareholders, page 7

1.                                      Please
disclose the details of any transactions within the past three years where the
selling shareholders acquired the shares or the rights to the shares that they
are seeking to register.  Please include
the specifics of each transaction such as the date, the remuneration paid for
the securities, and the material terms of the transaction.

Response:

The Company confirms that none of the selling
shareholders acquired the shares or the rights to the shares that they are
seeking to register within the past three years.

2.                                      Further,
please confirm, if true, that there are no registered broker-dealers or
affiliates of a registered broker-dealer among the selling shareholders.

Response:

The Company confirms that there are no registered
broker-dealers or affiliates of a registered broker dealer among the selling
shareholders.

3.                                      Please
identify the natural persons who exercise voting and/or dispositive power over
the shares being offered for resale by Lifepath, Inc.  Please see Interpretation I.60 of our July
1997 Manual of Publicly Available Telephone Interpretations and Interpretation
4S of the Regulation S-K portion of the March 1999 Supplement to our July 1997
Manual of Publicly Available Telephone Interpretations.

Response:

The Company has revised the disclosure on page 8 of
Amendment No. 1 to identify natural persons who may be deemed to have voting or
investment power over the shares being offered for resale by Lifepath, Inc.

Plan of Distribution,
page 9

4.                                      You
note that the selling shareholders may engage in short sales of your common
stock.  Please confirm that you are aware
of Corporation Finance Telephone Interpretation A.65.

Response:

The Company confirms that it is aware of Corporation
Finance Telephone Interpretation A.65.

Incorporation of Certain
Documents by Reference, Page 10

5.                                      We
note that you have incorporated your Form 10-K for the fiscal year ended
September 30, 2006 into the registration statement.  This Form 10-K has incorporated its Part III information
from the definitive proxy soliciting materials, which will be filed within 120
days from the end of the fiscal year.
Please note that since your definitive proxy materials have not been
filed, we will not be able to accelerate your registration until such material
has been filed.  (Alternatively, an
amended From 10-K may be filed that includes the Part III information.) Please
see Telephone Interp. H.6 in the July 1997 Manual of Publicly Available Telephone
Interpretations.

Response:

 2

The Company filed its definitive proxy soliciting
materials on February 5, 2007.

Part II

Item 16.  Exhibits

Exhibit 5.1.  Form of Opinion of Dechert
LLP

6.                                      You
have filed a form of opinion.  Please
file a completed and properly signed opinion of counsel regarding the legality
of the shares to be sold.

Response:

The Company has filed a completed and properly signed
opinion of counsel regarding the legality of the shares to be sold as Exhibit
5.1 to Amendment No. 1.

Form 10-K

Item 9A. Controls and Procedures, page 46

7.                                      In
future filings, please revise the disclosure in the final sentence of the first
paragraph to use the complete definition specified in Rule 13a-15(e) of the
Securities Exchange Act of 1934 or cite the Rule itself.  Confirm, if true, that for purposes of this
filing the information required to be disclosed was accumulated and
communicated to the appropriate persons to allow timely decisions regarding
required disclosure.

Response:

The Company
confirms that, for purposes of its Report
on Form 10-K for the Fiscal Year Ended September 30, 2006, its disclosure controls and procedures were
effective to provide reasonable assurance that information required to be
disclosed by the Company in reports that it files or submits under the Exchange
Act is accumulated and communicated to the Company’s management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.

The Company has
provided disclosure regarding Controls and Procedures on page 14 of its
Quarterly Report on Form 10-Q for the Period Ended December 31, 2006 filed on
February 9, 2007 that clarifies that its disclosure controls and procedures were effective to provide
reasonable assurance that information required to be disclosed by the
Company in reports that it files or
submits under the Exchange Act is accumulated and communicated to the
appropriate persons to allow timely decisions regarding required disclosure,
and will continue to use the complete definition specified in Rule 13a-15(e) in
future filings or will cite the Rule itself.

 3

If you have any
questions, please feel free to contact Henry N. Nassau at 215.994.2138 or the
undersigned at 215.994.2621.  Thank you
for your cooperation and attention to this matter.

Sincerely,

Stephen M. Leitzell, Esq.

cc:                                 Geoffrey
S. M. Hedrick

James J. Reilly

Henry N. Nassau, Esq.

 4

Mail Stop 4561

        March 6, 2007

Geoffrey S. M. Hedrick
Chief Executive Officer
Innovative Solutions and Support, Inc.
720 Pennsylvania Drive
Exton, Pennsylvania 19341

 Re: Innovative Solutions and Support, Inc.
Form 10-K for Fiscal Year Ended September 30, 2006
Form 10-Q for Fiscal Quarter Ended March 31, 2007
File No. 000-31157

Dear Mr. Hedrick:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

        S i n c e r e l y ,

        Kathleen Collins
Accounting Branch Chief

CORRESP
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INNOVATIVE
SOLUTIONS AND SUPPORT, INC.
 720
Pennsylvania Drive

Exton, Pennsylvania 19341
 (610) 646-9800

March 5, 2007

VIA EDGAR

United States Securities
and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Attn: Ms. Kathleen Collins

  Re:

  Innovative Solutions and Support, Inc.

  Form 10-K for Fiscal Year Ended September 30,
  2006

  File No. 000-31157

Dear Ms. Collins:

In connection with the response dated March 2, 2007 by Innovative
Solutions and Support, Inc. (the “Company”) to the written comments of the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in your letter dated February 5, 2007 with respect to Form 10-K for
Fiscal Year Ended September 30, 2006 filed by the Company with the Commission
on December 7, 2006 (File No. 000-31157) (the “Filing”), the Company
acknowledges that:

1.             the Company is responsible for the
adequacy and accuracy of the disclosure in the Filing;

2.             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;

3.             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; and

4.             the Commission’s Division of
Enforcement has access to all information provided to the Commission’s Division
of Corporation Finance in its review of the Filing or in response to the Staff’s
comments on the Filing.

  Very truly yours,

  INNOVATIVE
  SOLUTIONS AND SUPPORT, INC.

  By:

  /s/ JAMES J. REILLY

  James J. Reilly

  Chief Financial
  Officer

CORRESP
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VIA
EDGAR AND OVERNIGHT DELIVERY

March
2, 2007

United
States Securities and Exchange Commission

100 F Street NE

Washington, D.C.  20549 -4561

Attn:
Ms. Kathleen Collins

  RE:

  Innovative Solutions and Support, Inc.

  Form 10-K for Fiscal Year Ended September 30,
  2006

  File No. 000-31157

Dear
Ms. Collins:

On
behalf of Innovative Solutions and Support, Inc. (the “Company”), we respond to
the written comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) contained in your letter dated February 5, 2007
(the “Comment Letter”), with respect to Form 10-K for Fiscal Year Ended
September 30, 2006, filed by the Company with the Commission on December 7,
2006 (File No. 000-31157).

The
headings and numbered items of this letter correspond to the headings and
numbered items contained in the Comment Letter. For the convenience of the
Staff, each of the comments from the Comment Letter is restated in bold italics
prior to the Company’s response.

Management’s Discussion and Analysis of Financial Conditions and
Results of Operations Results of Operations

Liquidity and Capital Resources, page 22

1.                                      Clarify for us the nature of the
significant increase in inventories at September 30, 2006. Tell us what portion
of your inventory relates to air data products associated with the FAA’s RVSM
mandate. If  material, clarify for us,
how the Company determined that no adjustment was needed to write-down these
amounts to reflect potential obsolescence, excess quantities and declines in
market value given the fact that peak demand associated with this mandate has
now been accommodated.

Response:  The FAA’s RVSM mandate became effective on
January 20, 2005. RVSM is a mandate to have equipment on board an aircraft that
can accurately measure altitude so that aircraft flying in opposite directions,
between 29,000 and 41,000 feet, can safely maintain 1,000 foot vertical
separations. The Company sells Air Data equipment that provides accurate
altitude measurements, which allows aircraft to be compliant with the RVSM
mandate. In addition, the Company sells Air Data products, principally air data
computers and altimetry systems, as replacement equipment for air transport,
general aviation and military market segments. The replacement portion of Air
Data sales is continuous and on-going in support of approximately 40,000
aircraft flying in the United States.

The $2.6 million increase in inventory in FY
2006 over FY 2005 was for both Air Data and Flat Panel Display products.
Approximately $1.4 million of the increase specifically relates to satisfying
three independent Department of Defense (DoD) requirements that would replace
Solid State Barometric Altimeters (“SSBA”) on A-10 and F-16 USAF airplanes and
on F-16 airplanes under a Foreign Military Sales agreement. These orders were
initially expected in the fourth quarter of FY 2006 and, because of DoD
initiatives to prioritize spending, these orders were delayed and are now
expected in subsequent periods. Equipment that allows aircraft to be compliant
with the RVSM mandate continues to be sold into this market.   The balance of the increase, $1.2 million,
was primarily in anticipation of Flat Panel Display System orders for C-130
military airplanes and Boeing 757 and 767 commercial airplanes.

The Company continually reviews its physical
inventory and compares actual inventory to part number requirements that are
loaded into the Company’s Material Resource Planning (MRP) system. Part numbers
that show no requirements are reviewed and written off if appropriate. The
inventory levels reported on the Company’s balance sheet as of September 30,
2006 show active requirements, and as a result the Company determined no
adjustment was needed.  None of this
inventory is obsolete or has declined in value now that peak demand associated
with the RVSM mandate has been accommodated.

Consolidated Statements of Operations, page 31

2.                                      We note that the Company enters
into multiple element arrangements that include product sales and non-recurring
engineering services. Tell us how you considered presenting separate line items
for revenue earned from the sale of your products and services, as well as cost
of revenue, in your consolidated statements of operations. Refer to Rule
5-03(b)(1) and (2) of Regulation S-X.

Response: Occasionally, the Company receives orders
that encompass both non- recurring engineering services and hardware
deliverables. The non-recurring engineering service portion of an order
represents a small percentage of the total order. For example, in FY 2006
combined sales were $16.7 million and non-recurring engineering sales were $0.8
million, or 5% of the total. In FY 2005 combined sales totaled $63.3 million.
Non-recurring engineering sales that year totaled $1.2 million, or 2% of the
total. In FY2004 total sales were $46.1 million and non-recurring engineering
sales were $0.9 million or 2% of the total.

Regulation S-X Rule 5-03 (b) (1), states that
if income is derived from more than one of the sub captions described under
§210.5-03.1, each class which is not more than 10% of the sum of the items may
be combined with another class. The Company believes it is appropriate to
aggregate sales as one line item based on the percentages discussed above.
Additionally, because sales are presented as one line item, the Company
believes it is also acceptable to aggregate cost of sales as one line item.

Note 3. Summary of Significant Accounting Policies

Revenue Recognition

3.                                      We note your disclosure on page
24 where you indicate that for multiple element arrangements, the Company
allocates revenue to each deliverable based on fair

value that is “established
with the customer during contact negotiations.” Tell us how you considered
paragraph 9 of EITF-00-21 in determining that such arrangements include
multiple deliverables. Also, tell us how you considered paragraph 16 of EITF
00-21 which states, contractually stated prices in an arrangement with multiple
deliverables should not be presumed to be representative of fair value. In this
regard, explain how your determination of fair values based on customer
negotiations complies with guidance. Furthermore, tell us when you recognize
revenue for each element and explain your revenue recognition policy for
multiple element arrangements if fair value of all elements does not exist.

Response:  In determining whether an arrangement with
multiple deliverables consists of more than one unit of accounting, the Company
reviews the contract to ensure compliance with the guidelines as set forth in paragraph
9 of EITF 00-21, “Revenue Arrangements with Multiple Deliverables.”
Specifically, the Company determines that the delivered items should be
considered a separate unit of accounting if all of the following criteria are
met:

·                  The delivered items have value to the
customer on a standalone basis.

·                  There is objective and reliable evidence of
the fair value of the undelivered items.

·                  If
the arrangement includes a general right of return relative to the delivered
item, delivery or performance of the undelivered item is considered probable
and substantially in the Company’s control.

As stated in the Company’s filing, the first
step in its analysis is to identify all of the deliverables in a contract and
then determine whether each has value on a standalone basis. In the Company’s
contracts with multiple deliverables, there are generally two deliverables. One
is for non-recurring engineering services and the other for product or
equipment. Each of these items has value on a standalone basis as each could be
sold separately by a third party.

As it relates to step two of the Company’s
analysis, in most, if not all of the cases, the non-recurring engineering
services are fully delivered prior to any product or equipment sales being
delivered. The product or equipment is the undelivered item and there is
objective and reliable evidence of the fair value of any undelivered
items.  The fair value of the delivered
item, the non-recurring engineering services, is determined based on the
residual method per paragraph 12 of EITF 00-21.

In complying with the guidance in paragraph
16 of EITF 00-21, the Company does not presume that the stated prices for the
individual products/equipment are representative of fair value. The Company
applies vendor-specific objective evidence, which includes (1) the price
charged when the same element is sold separately or (2) for an element not yet
being sold separately, the price established by management having the relevant
authority with knowledge of the price being charged by competitors; it must be
probable that the price, once established, will not change before the separate
introduction of the element into the marketplace.

Finally, although the arrangement includes a
general right of return, delivery of the products is considered probable and
substantially in the Company’s control.

Once the Company has established that an
arrangement with multiple deliverables consists of more than one unit of
accounting, it determines how to recognize revenue for each deliverable.

The non-recurring engineering services
revenue are recognized using the percentage-of- completion method. In
accordance with SOP 81-1, “Accounting for Performance on Construction-Type and
Certain Production-Type” Contracts,” percentage-of-completion method is an
appropriate revenue recognition method because (1) there is an enforceable
agreement between parties who can fulfill their obligations and (2) there are
reasonably reliable estimates of total revenue, total cost, and the progress
toward completion.

The Company recognizes revenue for products
when the revenue is realized and earned and all of the following criteria are
met per SOP 97-2 (refer to the responses to comment #4 below).

4.                                      We note your disclosures on page
24 and your reference to EITF 03-5. Do the Company’s products include software
that is more than incidental to the products? If so, please explain how your
accounting for such product sales complies with EITF 03-5 and SOP 97-2. If not,
than please explain the reference to this guidance in your disclosures.

Response:  Software is imbedded in the Company’s
products and is more than incidental to the product. The Company’s reference to
EITF Issue 03-5, “Applicability of AICPA Statement of Position 97-2 to
Non-Software Deliverables in an Arrangement Containing More-Than-Incidental
Software,” was initially included to make the reader aware that the Company had
reviewed the Issue along with SOP 97-2, “Software Revenue Recognition,” and
used the guidance to determine applicability to the Company.

In reviewing the
applicability of EITF Issue 03-5 and SOP 97-2 to its products, the Company
considered indicators of whether software is incidental to a product as a
whole, including whether the software is a significant focus of the marketing
effort or is sold separately. The technology and engineering design of the
products offered by the Company are the marketing focus. A customer purchasing
one of the Company’s products recognizes the software it acquires is more than
incidental to that product. The interest in acquiring the Company’s product is
in the interoperability between the hardware and software as it combines to
meet their specific objective.

Based on the considerations of the above
guidance, the Company’s product sales (non-long term) should be accounted for
under the guidance of SOP 97-2. Per SOP 97-2 revenue is recognized when all of
the following criteria are met:

·                  Persuasive evidence of an arrangement exists;

·                  Delivery has occurred or services have been
rendered;

·                  The seller’s price to the buyer is fixed or
determinable; and

·                  Collectibility
is reasonably assured.

The requirements of SOP 97-2 are consistent
with the general requirements of SAB 104 noted above. As noted in SOP 97-2,
software contracts may include post contract support and other related
services. Although the Company’s product sales fall within the scope of SOP
97-2, the current product sales transactions do not include post contract
support and other related services. As such, these portions of SOP 97-2 are not
applicable to the Company. For product sales, the Company recognizes revenue
upon shipment from the corporate warehouse when each of the above criteria of
SOP 97-2 is met.

In future filings, the Company will revise
its disclosure to clarify its accounting for such product sales in accordance
with EITF 03-5 and SOP 97-2. The Company proposes the following language: The
Company accounts for transactions with software that is more than incidental to
the products under SOP 97-2, “Software Revenue Recognition,” and EITF Issue
03-5, “Applicability of AICPA Statement of Position 97-2, Software
Revenue Recognition, to Non-Software Deliverables in an Arrangement
Containing More-Than-Incidental Software.” Accordingly, revenue is
recognized when all of the following criteria are met:

·                  Persuasive evidence of an arrangement exists;

·                  Delivery has occurred or services have been
rendered;

·                  The seller’s price to the buyer is fixed or
determinable; and

·                  Collectibility
is reasonably assured.

Note 8. Notes Payable,
page 42

5.                                      Clarify for us why the current
and long-term portion of the notes payable to Chester County Pennsylvania
Industrial Development Authority have not changed since inception of the loan.
Tell us how the Company has determined the current and long-term portion at
September 30, 2006 and 2005, respectively and the 5-year schedule of maturities
included in note 8 to the audited financial statements. Tell us whether there
have been any amendments to the loan that have effected the Company’s repayment
requirement.

Response: The Company’s loan
agreement with the Chester County, Pennsylvania Industrial Development
Authority was funded with Industrial Development Bonds in the amount of
$4,335,000. The loan agreement includes an “optional redemption schedule” that
allows the Company the option of forgoing any principal pay-down until such time
the bonds expire in 2015. The Company has exercised its option not to pay-down
the outstanding balance. The $100,000 current portion of notes payable on the
balance sheet represents the optional pay-down in year one, and the balance of
$4,235,000 is the long-term portion of the notes payable. The five year
schedule of maturities shown on the balance sheet uses the optional redemption
schedule amounts for years one through five with the balance shown as
“thereafter.”

After further consideration, the Company has
determined that the first year pay-down of $100,000 in the option redemption
schedule should be classified as long-term unless the Company believes it will
be remitting payment within one year from the balance sheet date.

In future filings (beginning with our Form
10-Q for Quarterly Period Ended March 31, 2007), we intend to change the
classification of the notes payable to include the full amount of $4,335,000 as
long-term note payable on the balance sheet. We will reclassify all periods
presented to conform to the current period presentation and disclose such
reclassification of prior years in the notes to the financial statements and
elsewhere in Form 10-Q.

The
$100,000 reclassification is approximately 2% and 1% of total current
liabilities and total liabilities, respectively and the reclassification does
not have a significant impact on working capital. Additionally, the
reclassification has no impact on the financial covenants associate

CORRESP
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February 8, 2007

Ms. Kathleen Collins

Securities and Exchange Commission

Washington, D.C. 20549

Mail Stop 4561

  Re:

  (1)

  Innovative Solutions and Support, Inc.

  Form 10-K for Fiscal Year Ended September 30, 2006

  File No. 000-31157

  (2)

  Your letter to Mr. Geoffrey S.M. Hedrick dated
  February 5, 2007 regarding

  reference (1), above

  (3)

  Your February 7th telephone conversation with me regarding an
  extension to

  March 2, 2007 for a formal response to reference
  (2).

Dear Ms. Collins,

Your letter to Mr.
Hedrick dated February 5, 2007 included comments that you want us to respond to
within 10 business days. Based on pre planned travel for key members of
management we respectively request an extension in time to March 2, 2007. Thank
you in advance for your consideration in this matter. Would you please advise
me of your decision at (610) 646-9800 X550 or at my email address;
jreilly@innovative-ss.com.

Sincerely,

James J. Reilly

Chief Financial Officer

Innovative Solutions and
Support, Inc.

Mail Stop 4561

        February 5, 2007

Geoffrey S. M. Hedrick
Chief Executive Officer
Innovative Solutions and Support, Inc.
720 Pennsylvania Drive
Exton, Pennsylvania 19341

 Re: Innovative Solutions and Support, Inc.
Form 10-K for Fiscal Year Ended September 30, 2006
File No. 000-31157

Dear Mr. Hedrick:

We have reviewed the above referenced filings and 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.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
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 Fiscal Year Ended September 30, 2006

Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations

Liquidity and Capital Resources, page 22
1. Clarify for us the nature of the significant increase in inventories at September 31, 2006.  Tell us what portion of your inve ntory relates to air data products
associated with the FAA’s RVSM mandate.  If material, clarify for us, how the
Company determined that no adjustment was needed to write-down these amounts
to reflect potential obsolescence, excess qua ntities and declines in market value

Geoffrey S. M. Hedrick
Innovative Solutions and Support, Inc.
February 5, 2007 Page 2
given the fact that peak demand associ ated with this mandate has now been
accommodated.

Consolidated Statements of Operations, page 31
2. We note that the Company enters into mu ltiple element arrangements that include
product sales and non-recurring engineering services.  Tell us how you considered
presenting separate line items for revenue  earned from the sale of your products
and services, as well as cost of revenu e, in your consolidated statements of
operations. Refer to Rule 5-03(b)(1 ) and (2) of Regulation S-X.

Note 3.  Summary of Significant Accounting Policies

Revenue Recognition
3. We note your disclosures on page 24 wher e you indicate that for multiple element
arrangements, the Company allocates revenue to each deliverable based on fair value that is “established with the custom er during contract negotiations.”  Tell us
how you considered paragraph 9 of EITF 00-21 in determining that such arrangements include multiple deliverables.  Also, tell us how you considered paragraph 16 of EITF 00-21 which states, contractually stat ed prices in an
arrangement with multiple deliverables should
not be presumed to be
representative of fair value.   In this regard, explain how  your determination of fair
values based on customer negotiations comp lies with this guidance.  Furthermore,
tell us when you recognize revenue for each element and explain your revenue recognition policy for multiple element arrange ments if fair value of all elements
does not exist.
4. We note your disclosures on page 24 and your reference to EITF 03-5.  Do the Company’s products include soft ware that is more than incidental to the products?
If so, please explain how your accounting for such product sales complies with EITF 03-5 and SOP 97-2.  If not, then please explain the reference to this
guidance in your disclosures.

Note 8.  Notes Payable, page 42
5. Clarify for us why the current and long -term portion of the notes payable to
Chester County, Pennsylvania Industrial Development Authority have not changed since inception of the loan.  Tell us how th e Company has determined
the current and long-term portion at  September 30, 2006, and 2005, respectively
and the 5-year schedule of maturities in cluded in note 8 to the audited financial
statements.  Tell us whether there have been any amendments to the loan that
have effected the Company’s repayment requirement.

Geoffrey S. M. Hedrick
Innovative Solutions and Support, Inc.
February 5, 2007 Page 3
******

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of any amendm ent to expedite our review.  Please furnish
a cover letter with any amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating 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 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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.

Geoffrey S. M. Hedrick
Innovative Solutions and Support, Inc.
February 5, 2007 Page 4
You may contact Megan Akst, Staff Accountant, at (202)  551-3407 or me at (202)
551-3499 if you have questions regarding comm ents on the financial statements and
related matters.

       Very truly yours,

       Kathleen Collins
Branch Chief

February 1, 2007

Mail Stop 4561

Geoffrey S. M. Hedrick
Chief Executive Officer
Innovative Solutions and Support, Inc.
720 Pennsylvania Drive
Exton, PA 19341

RE: Innovative Solutions and Controls, Inc.
  Registration Statement on Form S-3
Filed January 16, 2007
  File number 333-140018

  Form 10-K for September 30, 2006
  Filed December 12, 2006
  File number 0-31157

Dear Mr. Hedrick:

We have limited our review of your filings to those issues we have addressed in
our comments.  We think you should revi se your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comments
are 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 information so we may better understand your disclosure.  After reviewing this information, we may
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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form S-3
Selling Shareholders, page 7
1. Please disclose the details of any transact ions within the past three years where
the selling shareholders acquired the shares or the rights to the shares that they are
seeking to register.  Please include the specifics of each transaction such as the
date, the remuneration paid for the securities, and the material terms of the transaction.

Geoffrey S. M. Hedrick
Innovative Solutions and Support, Inc.
February 1, 2007 Page 2 of 4
2. Further, please confirm, if true, that there are no registered broker-dealers or
affiliates of a registered broker-deal er among the selling shareholders.
3. Please identify the natural persons who ex ercise voting and/or dispositive power
over the shares being offered for resale by Lifepath, Inc.  Plea se see Interpretation
I.60 of our July 1997 Manual of Publicly Available Telephone Interpretations and Interpretation 4S of the Regulation S- K portion of the March 1999 Supplement to
our July 1997 Manual of Publicly Available Telephone Interpretations.
Plan of Distribution, page 9
4. You note that the selling shareholders may engage in short sales of your common stock.  Please confirm that you are aw are of Corporation Finance Telephone
Interpretation A.65.

Incorporation of Certain Docu ments by Reference. Page 10
5. We note that you have incorporated your Form 10-K for the fiscal year ended
September 30, 2006 into the registration statement.  This Form 10-K has incorporated its Part III information from  the definitive proxy soliciting materials,
which will be filed within 120 days from th e end of the fiscal year.  Please note
that since your definitive proxy materials have not been filed, we will not be able to accelerate your registration until such ma terial has been filed. (Alternatively, an
amended From 10-K may be filed that incl udes the Part III information.)  Please
see Telephone Interp. H.6 in the Ju ly 1997 Manual of Publicly Available
Telephone Interpretations.

Part II
Item 16. Exhibits
Exhibit 5.1, Form of Opinion of Dechert LLP
6. You have filed a form of opinion.  Pleas e file a completed and properly signed
opinion of counsel regarding the lega lity of the shares to be sold.

Form 10-K
Item 9A. Controls and Procedures, page 46
7. In future filings, please revise the disclo sure in the final sentence of the first
paragraph to use the complete definiti on specified in Rule 13a-15(e) of the
Securities Exchange Act of 1934 or cite the Ru le itself.  Confirm, if true, that for
purposes of this filing the information required to be disclosed was accumulated and communicated to the appropriate persons  to allow timely decisions regarding

Geoffrey S. M. Hedrick
Innovative Solutions and Support, Inc.
February 1, 2007 Page 3 of 4
required disclosure.

**********************************

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment 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 even t 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 re spect to the filing;

• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing eff ective, does not re lieve the company
from its full responsibility for the ade quacy and accuracy of the disclosure
in the filing; and

• the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal secu rities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision 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 conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Geoffrey S. M. Hedrick
Innovative Solutions and Support, Inc.
February 1, 2007 Page 4 of 4
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

We direct your attention to Rule 461  regarding requesting acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

Please contact Hugh Fuller at (202) 5 51-3853 or me at (202) 551-3730 with any
other questions.

     S i n c e r e l y ,

     Barbara C. Jacobs
     A s s i s t a n t  D i r e c t o r

CC: Henry N. Nassau
 Dechert LLP
 Cira Centre
 2929 Arch Street
 Philadelphia, PA 19104-2808
 Facsimile number: (215) 655-2138