UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

INNOVATIVE SOLUTIONS AND SUPPORT, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45769N105
(CUSIP Number)

12/31/10

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

/ X / Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of thatsection of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 45769N105
---------------------------------------------------------------------

1. Names of Reporting Persons.
 I.R.S. Identification Nos. of above persons (entities only).

 INGALLS & SNYDER, LLC

 13-5156620
 ------------------------------------------------------------

2. Check the Appropriate Box if a Member of a Group
 (a)
 -----
 (b)
 -----

3. SEC Use Only
 ---------------------------------------------

4. Citizenship or Place of Organization

 New York

 ----------------------------------------

 Number of Shares Beneficially Owned by Each Reporting Person With:

 5. Sole Voting Power 0
 --------------------------
 6. Shared Voting Power 0
 --------------------------
 7. Sole Dispositive Power 0
 --------------------------
 8. Shared Dispositive 1,343,807
 --------------------------

9. Aggregate Amount Beneficially Owned by Each Reporting Person

 1,343,807
 ---------

10. Check if the Aggregate Amount in Row (9) Excludes Certain
 Shares

 ---------

11. Percent of Class Represented by Amount in Row (9)


 8.0%
 ---------

12. Type of Reporting Person

 BD,IA
 ---------


Item 1.

 (a) Name of Issuer

 INNOVATIVE SOLUTIONS AND SUPPORT, INC.
 ---------------------------------------------------

 (b) Address of Issuer's Principal Executive Offices

 720 PENNSYLVANIA DRIVE
 EXTON, PA 19341


 ---------------------------------------------------




Item 2.

 (a) Name of Persons Filing

 INGALLS & SNYDER, LLC
 -------------------------------------------------------

 (b) Address of Principal Business Office or, if none,
 Residence

 61 BROADWAY, NEW YORK, NY 10006
 -------------------------------------------------------

 (c) Citizenship

 NEW YORK
 -------------------------------------------------------

 (d) Title of Class of Securities

 COMMON STOCK
 -------------------------------------------------------

 (e) CUSIP Number

 45769N105
 -------------------------------------------------------

Item 3. This statement is filed pursuant to Rule 13d-1(b), and the Person
 Filing is a:

 (a) [X] Broker or dealer registered under section 15 of the Act
 (15 U.S.C. 78o);
 (e) [X] An investment adviser in accordance with
 section 240.13d-1(b)(1)(ii)(E);

Item 4. Ownership

 (a) Amount beneficially owned: 1,343,807

 (b) Percent of Class: 8.0%

 (c) Number of shares as to which such person has:

 (i) sole power to vote or to direct the vote:

 0

 (ii) shared power to vote or to direct the vote:

 0

 (iii)sole power to dispose or to direct the disposition of:

 0

 (iv) shared power to dispose or to direct the disposition of:

 1,343,807

Item 5. Ownership of Five Percent or Less of a Class

 Not Applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person

 Ingalls & Snyder, LLC ("I&S") is a registered broker dealer and a
 registered investment advisor. Shares reported under shared
 dispositive power include shares held in accounts managed under
 investment advisory contracts.

Item 7. Identification and Classification of the Subsidiary Which
 Acquired the Security Being Reported on by the Parent Holding
 Company

 Not applicable.

Item 8. Identification and Classification of Members of the Group

 Not applicable.

Item 9. Notice of Dissolution of Group

 Not applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.


 SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.




 January 11, 2011
 -------------------------------
 Date


 INGALLS & SNYDER, LLC

 By: /s/ Thomas O. Boucher, Jr.
 -------------------------------

 Thomas O. Boucher, Jr.

 Manager

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