8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 21, 2008

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-31157	23-2507402
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

720 Pennsylvania Drive

Exton, Pennsylvania 19341

(Address of principal executive offices) (Zip Code)

(610) 646-9800

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01       Regulation FD Disclosure.

On February 21, 2008, Innovative Solutions and Support, Inc. (the “Company”) issued a press release announcing the highlights of its 2008 Annual Shareholders Meeting held on February 21, 2008.  The Company announced that at the meeting, current Board members Glenn R. Bressner, Robert E. Mittelstaedt, Jr. and Raymond J. Wilson were all re-elected to the Board of Directors to serve a term expiring at the 2011 annual meeting of shareholders.  The Company also announced that in order to provide greater clarity and certainty in the operation of the Company’s proposed 2008 Stock-Based Incentive Compensation Plan, the Board of Directors withdrew the proposal for shareholder approval of that plan.  It is the Board’s intention to clarify these provisions before resubmitting the plan to shareholders for their approval.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01.  Financial Statements and Exhibits

(d)Exhibits

The following exhibits relating to Item 7.01 shall be deemed to be furnished, and not filed:

99.1Innovative Solutions and Support, Inc. press release dated February 21, 2008.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

Date: February 21, 2008	By:	/s/ John C. Long
		John C. Long
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Innovative Solutions and Support, Inc. press release dated February 21, 2008.

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EX-99.1

Exhibit 99.1

D R A F T

Innovative Solutions & Support, Inc. Announces Highlights of

2008 Annual Meeting

Glenn R. Bressner, Robert E. Mittelstaedt, Jr., and Raymond J. Wilson

 Re-Elected to Board of Directors

EXTON, Pa.—February 21, 2008—Innovative Solutions & Support, Inc. (NASDAQ:ISSC - News) today announced the highlights of its 2008 Annual Stockholders Meeting held on Thursday, February 21, 2008.  At the meeting, current Board members Glenn R. Bressner, Robert E. Mittelstaedt, Jr., and Raymond J. Wilson, were all re-elected to the Board of Directors to serve a term expiring at the 2011 annual meeting of shareholders.

Geoffrey S.M. Hedrick, Founder and Chairman of Innovative Solutions & Support, said, “I am pleased that all of our Directors with expiring terms have been re-elected to serve new three-year terms on our Board.  I am look forward to working with them during one of the most exciting times in the Company’s history.”

In order to provide greater clarity and certainty in the operation of the Company’s proposed 2008 Stock-Based Incentive Compensation Plan, the Board of Directors withdrew the proposal for shareholder approval of that Plan.  It is the Board’s intention to clarify these provisions before resubmitting the Plan to Shareholders for their approval.

About Innovative Solutions & Support, Inc.

Headquartered in Exton, Pa., Innovative Solutions & Support, Inc. (www.innovative-ss.com) designs, manufactures and markets flight information computers, electronic displays and advanced monitoring systems that measure and display critical flight information. This includes data relative to aircraft separation (RVSM), airspeed and

altitude, as well as engine and fuel data measurements.

Certain matters contained herein that are not descriptions of historical facts are “forward-looking” (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those discussed in filings made by the Company with the Securities and Exchange Commission. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements, which reflects management’s views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

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Contact:

Investor Contact:

John Long, Chief Financial Officer

610-646-0350

jlong@innovative-ss.com

Press Contact:

Theresa Murray

610-642-8253 x164

Theresa@GregoryFCA.com