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 23, 2009

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 23, 2009, Innovative Solutions and Support, Inc. (the “Company”) issued a press release announcing that the Board of Directors has approved a stock repurchase program pursuant to which the Company may repurchase up to 1,000,000 shares of its common stock.  The program will remain in effect until February 22, 2010, unless extended by the Board of Directors.  The program replaces the Company’s previous stock repurchase program, which expired as of February 21, 2009.  The press release is attached as Exhibit 99.1 to this report.

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:

       99.1         Innovative Solutions and Support, Inc. press release dated February 23, 2009.

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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 23, 2009	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 23, 2009.

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EX-99.1

Exhibit 99.1

Board of Directors Authorizes Stock Repurchase Program

EXTON, Pa.—February 23, 2009—Innovative Solutions & Support, Inc. (NASDAQ:ISSC - News) (the “Company”) today announced that the Board of Directors has approved a stock repurchase program pursuant to which the Company may repurchase up to 1,000,000 shares of its common stock.  The program will remain in effect until February 22, 2010, unless extended by the Board of Directors.  This program replaces the Company’s previous stock repurchase program, which expired as of February 21, 2009.

Geoffrey S. M. Hedrick, Chief Executive Officer of Innovative Solutions & Support, said, “The Board’s repurchase authorization demonstrates our commitment to improve shareholder value.  Given the Company’s strong financial position, our Board has encouraged us to opportunistically use this repurchase authorization so long as our stock remains at a level they believe is significantly below our intrinsic value.”

Under the repurchase program, the Company may purchase shares of its common stock through open market transactions or in privately negotiated block purchases or other private transactions (either solicited or unsolicited). The timing and amount of repurchase transactions under this program will depend on market conditions and corporate and regulatory considerations, and the program may be discontinued or suspended at any time.  The Company anticipates funding for this program to come from available corporate funds, including cash on hand and future cash flow.

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