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+Proc-Type: 2001,MIC-CLEAR
+Originator-Name: webmaster@www.sec.gov
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+<SEC-DOCUMENT>0001036050-01-000102.txt : 20010130
+<SEC-HEADER>0001036050-01-000102.hdr.sgml : 20010130
+ACCESSION NUMBER:		0001036050-01-000102
+CONFORMED SUBMISSION TYPE:	10-K/A
+PUBLIC DOCUMENT COUNT:		1
+CONFORMED PERIOD OF REPORT:	20000930
+FILED AS OF DATE:		20010129
+
+FILER:
+
+	COMPANY DATA:	
+		COMPANY CONFORMED NAME:			INNOVATIVE SOLUTIONS & SUPPORT INC
+		CENTRAL INDEX KEY:			0000836690
+		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
+		IRS NUMBER:				232507402
+		STATE OF INCORPORATION:			PA
+		FISCAL YEAR END:			0930
+
+	FILING VALUES:
+		FORM TYPE:		10-K/A
+		SEC ACT:		
+		SEC FILE NUMBER:	000-31157
+		FILM NUMBER:		1517924
+
+	BUSINESS ADDRESS:	
+		STREET 1:		420 LAPP RD
+		CITY:			MALVERN
+		STATE:			PA
+		ZIP:			19355
+		BUSINESS PHONE:		6108899898
+
+	MAIL ADDRESS:	
+		STREET 1:		420 LAPP ROAD
+		CITY:			MALVERN
+		STATE:			PA
+		ZIP:			19355
+</SEC-HEADER>
+<DOCUMENT>
+<TYPE>10-K/A
+<SEQUENCE>1
+<FILENAME>0001.txt
+<DESCRIPTION>INNOVATIVE SOLUTIONS AND SUPPORT, INC FORM 10-K/A
+<TEXT>
+
+<PAGE>
+
+================================================================================
+
+                       SECURITIES AND EXCHANGE COMMISSION
+                             Washington, D.C. 20549
+
+                           __________________________
+
+                                  FORM 10-K/A
+
+                       For annual and transition reports
+                    pursuant to sections 13 or 15(d) of the
+                        Securities Exchange Act of 1934
+
+[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
+    ACT OF 1934
+
+For the fiscal year ended September 30, 2000
+
+                                      OR
+
+[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
+    EXCHANGE ACT OF 1934
+
+For the transition period from ________ to ________.
+
+                          Commission File No. 0-31157
+
+                    INNOVATIVE SOLUTIONS AND SUPPORT, INC.
+                 --------------------------------------------
+            (Exact name of registrant as specified in its charter)
+
+                PENNSYLVANIA                               23-2507402
+             -----------------                           --------------
+         (State or other jurisdiction          (IRS Employer Identification No.)
+              of incorporation)
+
+   420 LAPP ROAD, MALVERN, PENNSYLVANIA                     19355
+  --------------------------------------                    -----
+(Address of principal executive offices)                  (Zip Code)
+
+
+                                (610) 889-9898
+                             --------------------
+             (Registrant's telephone number, including area code)
+
+Securities registered pursuant to Section 12 (b) of the Act:  None
+Securities registered pursuant to Section 12 (g) of the Act:  Common Stock, par
+                                                              value $.001
+
+     Indicate by check mark whether registrant: (1) has filed all reports
+required to be filed by section 13 or 15(d) of the Securities Exchange Act of
+1934 during the preceding 12 months (or for such shorter period that the
+registrant was required to file such reports), and (2) has been subject to such
+filing requirements for the past 90 days. Yes  X   No__
+                                              ---
+
+     Indicate by check mark if disclosure of delinquent filers pursuant to Item
+405 of Regulation S-K is not contained herein, and will not be contained, to the
+best of the Registrant's knowledge, in definitive proxy or information
+statements incorporated by reference in Part III of this Form 10-K or any
+amendment to this Form 10-K.[X]
+<PAGE>
+
+The aggregate market value of the Registrant's common stock held by non-
+affiliates of the Registrant as of December 15, 2000 was approximately
+$70,706,188. Shares of common stock held by each executive officer and director
+and by each person who owns 10% or more of our outstanding common stock have
+been excluded since such persons may be deemed affiliates. This determination of
+affiliate status is not necessarily a conclusive determination for other
+purposes.
+
+As of December 15, 2000, there were 12,615,427 outstanding shares of the
+Registrant's Common Stock.
+
+                                       2
+<PAGE>
+
+     Part III of the Annual Report on Form 10-K for the year ended September
+30,2000 of Innovative Solutions and Support, Inc. is hereby amended and restated
+in its entirety as follows:
+
+Item 10.  Directors and Executive Officers of the Registrant.
+- -------------------------------------------------------------
+
+     Set forth below is certain information regarding our directors and
+executive officers:
+
+Name                              Age  Position
+- ----                              ---  --------
+
+Geoffrey S. M. Hedrick........    58   Chairman of the Board and Chief Executive
+                                       Officer(3)
+Robert J. Ewy.................    55   President
+James J. Reilly...............    60   Chief Financial Officer
+David J. Marvin...............    47   Vice President of Marketing and Business
+                                       Development
+Roger E. Mitchell.............    46   Vice President of Operations
+Joel P. Adams.................    43   Director(1)(5)
+Glen R. Bressner..............    40   Director(2)(5)
+Winston J. Churchill..........    60   Director(3)(4)
+Benjamin A. Cosgrove..........    74   Director(3)(4)
+Ivan M. Marks.................    59   Director(1)(5)
+Robert E. Mittelstaedt, Jr....    57   Director(2)(4)
+
+______________
+
+(1)  Term expires at 2001 annual meeting.
+(2)  Term expires at 2002 annual meeting.
+(3)  Term expires at 2003 annual meeting.
+(4)  Member of the Compensation Committee of the Board of Directors.
+(5)  Member of the Audit Committee of the Board of Directors.
+
+
+   Geoffrey S. M. Hedrick has been our Chief Executive Officer since he founded
+IS&S in February 1988 and our Chairman of the Board since 1997. Prior to
+founding us, Mr. Hedrick served as President and Chief Executive Officer of
+Smiths Industries North American Aerospace Companies. He also founded Harowe
+Systems, Inc. in 1971, which was subsequently acquired by Smiths Industries.
+
+   Robert J. Ewy has been our President since May 1999. Prior to joining us,
+from 1971 to 1999, Mr. Ewy was employed by AlliedSignal, Inc., Electronics and
+Avionics Systems, where he held various positions. From 1998 to 1999, Mr. Ewy
+was General Manager of Business Aviation. From 1997 to 1998, he was Vice
+President of Flight Information Systems, and from 1996 to 1997, he was Vice
+President of Communications and Cabin Systems. Prior thereto, from 1993 to 1996,
+Mr. Ewy was Director of Strategic Business Enterprises. Mr. Ewy holds a Bachelor
+of Science degree in Engineering from the University of Missouri.
+
+   James J. Reilly has been our Chief Financial Officer since February 2000.
+From 1996 to 1999, Mr. Reilly was employed by B/E Aerospace, Inc., Seating
+Products Group, where he served as Vice President and Chief Financial Officer.
+From 1989 to 1996, Mr. Reilly was employed by E-Systems, Inc. as Vice President
+and Principal Accounting Officer. Mr. Reilly holds a Bachelor of Science degree
+and a Masters of Business Administration degree from the University of Hartford.
+
+                                       3
+<PAGE>
+
+   David J. Marvin has been our Vice President of Marketing and Business
+Development since August 2000. Until joining us, Mr. Marvin was employed by
+Smiths industries from 1992 as the Director of Marketing. Mr. Marvin has 23
+years experience in the Aerospace Industry including nine years in Systems
+Engineering with Boeing, and the last twelve years in Director and Vice
+President of Marketing roles. Mr. Marvin holds a Bachelor of Science degree from
+Kent State University and a Masters of Science degree in Engineering from Drexel
+University.
+
+   Roger E. Mitchell has been our Vice President of Operations since September
+1999. From July 1998 until September 1999, Mr. Mitchell served as our Director
+of Operations. Prior to joining us, Mr. Mitchell was employed by AlliedSignal,
+where he held various positions, including Operations Manager from 1994 to 1998.
+Mr. Mitchell received a Bachelor of Arts degree from Lewis University.
+
+   Joel P. Adams has been a director since 1995. Mr. Adams has been the
+President of Adams Capital Management, Inc., a venture capital management
+company, since he founded it in 1994. Mr. Adams also serves on the board of
+directors of AirNet Communications Corporation and NetSolve Inc. Mr. Adams holds
+a Masters of Science degree from Carnegie Mellon University and a Bachelor of
+Science degree in Nuclear Engineering from the State University of New York at
+Buffalo.
+
+   Glen R. Bressner has been a director since 1999. Mr. Bressner has been a
+partner of Mid-Atlantic Venture Funds, a venture capital firm, since 1997. Mr.
+Bressner is also a partner of NEPA Venture Fund, L.P., a venture capital firm, a
+position he has held since 1985. From 1996 to 1997, Mr. Bressner served as the
+Chairman of the Board of Directors of the Greater Philadelphia Venture Group.
+Mr. Bressner holds a Bachelor of Science degree in Business Administration from
+Boston University and a Masters of Business Administration degree from Babson
+College.
+
+   Winston J. Churchill has been a director since 1990. Since 1996, Mr.
+Churchill has been a managing general partner of SCP Private Equity Partners,
+L.P., a private equity fund sponsored by Safeguard Scientifics, Inc. In
+addition, since 1991, Mr. Churchill has been the Chairman of the Board of
+Churchill Investment Partners, Inc. and CIP Capital, Inc., both of which are
+venture capital firms. Mr. Churchill is also a director of Amkor Technology,
+Inc., Freedom Securities Corp., Griffin Land and Nurseries, Inc. and CinemaStar
+Luxury Theaters, Inc. Mr. Churchill is a member of the Executive Committee of
+the Council of Institutional Investors. Mr. Churchill holds a Bachelor of
+Science degree from Fordham University, a Masters of Business Administration
+from Oxford University and a Juris Doctor from Yale Law School.
+
+   Benjamin A. Cosgrove has been a director since 1992. Mr. Cosgrove has been a
+consultant to The Boeing Company since he retired from Boeing in 1993. Prior to
+his retirement, Mr. Cosgrove was employed by Boeing for 44 years and held a
+number of positions, including Senior Vice President for Technical and
+Government Affairs. Mr. Cosgrove is currently a member of the NASA Advisory
+Council's Task Force on the Shuttle-Mir Rendezvous and Docking Missions and the
+Task Force on International Space Station Operational Readiness. Mr.
+
+                                       4
+<PAGE>
+
+Cosgrove holds a Bachelor of Science degree in Aeronautical Engineering from
+Notre Dame University.
+
+   Ivan M. Marks has been a director since 1996. Mr. Marks has been the Vice
+President-Controller of Parker Aerospace Group, which is the aerospace segment
+of Parker Hannifin Corporation, since 1979. Mr. Marks holds a Bachelor of
+Science degree in Business Administration from Drake University and is a
+Certified Public Accountant.
+
+   Robert E. Mittelstaedt, Jr. has been a director since 1989 and served as our
+Chairman of the Board of Directors from 1989 to 1997. Since 1989, Mr.
+Mittelstaedt has been Vice Dean of The Wharton School of the University of
+Pennsylvania. Mr. Mittelstaedt also serves on the Board of Directors of
+Laboratory Corporation of America Holdings, Inc. He holds a Bachelor of Science
+degree from Tulane University and a Masters of Business Administration degree
+from The Wharton School of the University of Pennsylvania.
+
+Section 16(a) Beneficial Ownership Reporting Compliance
+
+     Pursuant to Section 16(a) of the Securities Exchange Act of 1934, our
+executive officers and directors are required to file reports with the SEC
+relating to their ownership of and transactions in our equity securities.  Based
+on our records and other information, we believe that all Section 16(a) filing
+requirements were met for fiscal year 2000, except that David J. Marvin, who was
+hired as an executive officer in August 2000, inadvertently filed an untimely
+Form 3 upon becoming an executive officer.
+
+                                       5
+<PAGE>
+
+     Item 11.  Executive Compensation.
+     ---------------------------------
+
+     Summary Compensation Table
+
+          The following table sets forth the cash compensation as well as
+certain other compensation paid or accrued during fiscal years 1999 and 2000 to
+the Named Executives for services rendered in such years:
+
+<TABLE>
+<CAPTION>
+- ---------------------------------------------------------------------------------------------------------------------
+                               Annual                                            Long-Term
+                            Compensation                                        Compensation
+                           ---------------                                      ------------
+- ---------------------------------------------------------------------------------------------------------------------
+                                                                                  Awards
+                                                                                 ---------
+                                                               Other
+                                                               Annual           Securities
+     Name and                                                Compensa-          Underlying               All Other
+ Principal Position    Year      Salary($)      Bonus ($)    tion ($)           Options (#)         Compensation ($)
+- --------------------------------------------------------------------------------------------------------------------
+<S>                    <C>       <C>            <C>          <C>                <C>                 <C>
+Geoffrey S.M.          2000       250,765         --             --                1,000                   --
+Hedrick, Chief         1999       167,307         --             --                   --                   --
+Executive Officer
+- --------------------------------------------------------------------------------------------------------------------
+Robert J. Ewy,         2000       225,000         --             --                1,000               14,074(2)
+President              1999        94,712(1)      --             --              328,872                8,173
+- --------------------------------------------------------------------------------------------------------------------
+Roger E. Mitchell,     2000       131,000         --             --                1,000                   --
+Vice President of      1999       113,994         --             --               27,406                   --
+Operations
+- --------------------------------------------------------------------------------------------------------------------
+</TABLE>
+
+     __________________________
+
+     (1)  Mr. Ewy joined us in May 1999 and, pursuant to his employment
+          agreement, was being compensated on the basis of an annual base salary
+          of $225,000 at the end of fiscal 1999.
+
+     (2)  This amount represents a relocation bonus.
+
+
+     Stock Option Grants
+
+          The following table contains information concerning grants of stock
+     options to the Named Executives during fiscal year 2000:
+
+                         Option Grants in Fiscal 2000
+                         ----------------------------
+
+ <TABLE>
+<CAPTION>
+                                   Individual Grants
+                         ------------------------------------
+                                                                                                  Potential Realizable Value at
+                         Number of                                                                Assumed Annual Rates of Stock
+                         Securities      % of Total                                               Price Appreciation for Option
+                         Underlying      Options Granted                                          Term(2)
+                         Options         to Employees in      Exercise Price    Expiration        ------------------
+  Name                   Granted(#)(1)   2000                 ($/Sh)            Date                5%             10%
+- --------                 ----------      ---------------      ---------------   -----------       -------       -------
+<S>                      <C>             <C>                  <C>               <C>               <C>           <C>
+Geoffrey S. M. Hedrick      1,000               .28%                11.00         8/4/2010         $ 8,853       $20,613
+
+Robert J. Ewy               1,000               .28%                11.00         8/4/2010         $ 8,853       $20,613
+
+Roger E. Mitchell           1,000               .28%                11.00         8/4/2010         $ 8,853       $20,613
+</TABLE>
+
+____________________
+
+                                       6
+<PAGE>
+
+          (1)  The options were granted under our 1998 Stock Option Plan. All of
+     the options granted vest five equal annual installments beginning on the
+     first anniversary of their grant.
+
+          (2)  Illustrates the value that might be received upon exercise of
+     options immediately prior to the assumed expiration of their term at the
+     specified compounded rates of appreciation based on the market price for
+     the common stock when the options were granted. Assumed rates of
+     appreciation are not necessarily indicative of future stock performance.
+
+     Stock Option Exercises and Holdings
+
+          The following table sets forth the value of options held by each of
+     the Named Executives at September 30, 2000. None of the Named Executives
+     exercised any options during 2000.
+
+                      Aggregated Option Exercises in 2000
+                    and Option Values at September 30, 2000
+
+<TABLE>
+<CAPTION>
+- -----------------------------------------------------------------------------------------------------------------------------
+                                                        Number of Securities Underlying       Value of Unexercised
+                                                        Unexercised Options at                In-the-Money Options
+                                                        September 30, 2000 (#)                at September 30, 2000 ($)(1)
+- -----------------------------------------------------------------------------------------------------------------------------
+
+                           Shares         Value
+                           Acquired on    Realized
+Name                       Exercise (#)   ($)            Exercisable    Unexercisable         Exercisable     Unexercisable
+- -----------------------------------------------------------------------------------------------------------------------------
+<S>                        <C>             <C>           <C>            <C>                   <C>               <C>
+Geoffrey S.M.  Hedrick         -              -               0             1,000                       -     $    6,125
+- -----------------------------------------------------------------------------------------------------------------------------
+Robert J. Ewy                  -              -         109,624           220,248              $1,517,306     $3,040,737
+- -----------------------------------------------------------------------------------------------------------------------------
+Roger E. Mitchell              -              -          38,368            17,444              $  531,051     $  233,726
+- -----------------------------------------------------------------------------------------------------------------------------
+</TABLE>
+
+     (1)  The value of unexercised in-the-money options is based on the
+          difference between the last sale price of a share of our common stock
+          as reported on the Nasdaq National Market on September 29, 2000
+          ($17.13) and the exercise price of the options, multiplied by the
+          number of options.
+
+     Compensation of Directors
+
+          In February 2000, our board adopted a Non-Employee Director
+     Compensation Plan under which each non-employee director who serves on the
+     board at the beginning of each fiscal year, commencing October 1, 2000
+     (fiscal year 2001), will be entitled to receive shares of common stock with
+     a fair market value of $25,000, determined as of the first day of such
+     fiscal year. The shares will vest quarterly during the fiscal year,
+     provided that the director is still serving on the board on the date the
+     shares are scheduled to vest. Additionally, each non-employee director
+     receives $1,000 for each board meeting attended. All directors are
+     reimbursed for reasonable travel and lodging expenses associated with
+     attendance at meetings.
+
+     Prior to the adoption of the plan described above, our board had a non-
+     employee director share bonus program under which each incumbent non-
+     employee director who had completed a year of service on the board was
+     entitled to 5,481 shares of common stock issuable on April 11 of the
+     following year; provided that the first 16,443 shares attributable to a
+     director's first three years' of service on the board vested at the
+     expiration of the third year. Pursuant to this share bonus program,
+     effective April 11, 1999, each of our non-employee directors at such time
+     was issued 5,481 shares of common stock for service on the board during
+     fiscal year 1998.
+
+                                       7
+<PAGE>
+
+Employment Contracts
+
+     In May 1999, we entered into an employment agreement with Robert J. Ewy to
+serve as our President at an annual salary of $225,000. The employment agreement
+has a three-year term expiring in May 2002 that is automatically renewable at
+the end of such term for an additional year and each year thereafter unless
+either party gives notice of nonrenewal. In addition, we granted Mr. Ewy an
+option to purchase 328,872 shares of our common stock at an exercise price of
+$3.28 per share, which option vest in three equal annual installments beginning
+in May 2000. In the event that a "termination without cause" (as defined in the
+agreement) occurs, Mr. Ewy will continue to receive, subject to offset, the
+remaining compensation and benefits payable under the agreement until the
+expiration date of the agreement. In the event that a "voluntary termination" or
+a "termination for cause" (as those terms are defined in the agreement) occurs,
+Mr. Ewy will continue to receive his salary until the date his employment is
+terminated and will forfeit all unexercised stock options. In the event that a
+termination for death or disability occurs, Mr. Ewy will continue to receive his
+salary until the date his employment is terminated and will retain the right to
+exercise any options that have vested as of the date his employment was
+terminated.
+
+     In July 1998, we entered into an employment letter agreement with Roger E.
+Mitchell to serve as our Director of Operations at an annual salary of $110,000.
+Under the agreement, we granted Mr. Mitchell options to purchase 54,812 shares
+of common stock at $3.28 per share. Of these options, 27,406 vest in five equal
+annual installments beginning on the first anniversary of Mr. Mitchell's
+employment with us. The remaining 27,406 options vested upon the achievement by
+us of certain performance objectives.
+
+                                       8
+<PAGE>
+
+Item 12.  Security Ownership of Certain Beneficial Owners and Management.
+- -------------------------------------------------------------------------
+
+Security Ownership of Principal Shareholders
+
+     The following table sets forth certain information with respect to the
+beneficial ownership, as of December 15, 2000, of each person who we knew to be
+the beneficial owner of more than 5% of our common stock.  Each of the
+shareholders named below has sole voting and investment power with respect to
+such shares, unless otherwise indicated.
+
+<TABLE>
+<CAPTION>
+- ---------------------------------------------------------------------------------------------------
+                                                                    Common Stock
+                                                             ----------------------------
+- ---------------------------------------------------------------------------------------------------
+  Name and Address of
+  Beneficial Owner                                   Number of Shares              Percent
+  ----------------                                   ----------------              -------
+- ---------------------------------------------------------------------------------------------------
+<S>                                            <C>                           <C>
+
+  Geoffrey S. M. Hedrick (1)                              3,328,184                 26.1%
+- ---------------------------------------------------------------------------------------------------
+  Parker Hannifin Corporation (2)                         1,458,141                 11.5
+- ---------------------------------------------------------------------------------------------------
+  The P/A Fund (3)                                        1,673,541                 13.3
+- ---------------------------------------------------------------------------------------------------
+  NEPA Venture Fund, L.P. (4)                               833,142                  6.6
+- ---------------------------------------------------------------------------------------------------
+  James M. Draper (5)                                       745,443                  5.9
+- ---------------------------------------------------------------------------------------------------
+  Joel P. Adams (6)                                       1,673,541                 13.3
+- ---------------------------------------------------------------------------------------------------
+  Glen R. Bressner (7)                                      833,142                  6.6
+- ---------------------------------------------------------------------------------------------------
+</TABLE>
+
+(1)  Mr. Hedrick's address is c/o Innovative Solutions and Support, Inc., 420
+Lapp Road, Malvern, PA 19355. Includes warrants to purchase 149,088 shares of
+common stock.
+(2)  The address of Parker Hannifin Corporation is 18321 Jamboree Boulevard,
+Irvine, California 92612. The board of directors of Parker Hannifin has
+dispositive and voting power over the shares held by Parker Hannifin. The board
+members are Patrick S. Parker, John G. Breen, Duane E. Collins, Paul C. Ely,
+Jr., Peter W. Likens, Giulio Mazzalupi, Klaus-Peter Muller, Hector R. Ortino,
+Allan L. Rayfield, Wolfgang R. Schmitt, Debra L. Starnes and Dennis W. Sullivan.
+Includes warrants to purchase 11,006 shares of common stock.
+(3)  The address of The P/A Fund is 518 Broad Street, Sewickley, Pennsylvania
+15143. Through various entities, Joel P. Adams has sole voting and investment
+power over the shares held by The P/A Fund.
+(4)  The address of NEPA Venture Fund, L.P. is 125 Goodman Drive, Bethlehem,
+Pennsylvania 18015. Through various entities, Glen R. Bressner, Frederick Beste
+and Marc Benson share voting and investment power over the shares held by NEPA
+Venture Fund, L.P.
+(5)  Mr. Draper's address is c/o Innovative Solutions and Support, Inc., 420
+Lapp Road, Malvern, PA 19355. Includes warrants to purchase 21,924 shares of
+common stock. Also includes 548,120 shares of common stock and warrants to
+purchase 21,924 shares of common stock held by a trust for the benefit Stephanie
+Hedrick, the daughter of Geoffrey Hedrick, our Chairman and Chief Executive
+Officer, for which Mr. Draper serves as trustee. Mr. Draper disclaims beneficial
+ownership of these shares.
+(6)  Mr. Adams' address is c/o The P/A Fund, 518 Broad Street, Sewickley,
+Pennsylvania 15143. Consists of 1,673,541 shares owned by The P/A Fund. Mr.
+Adams is the President of Adams Capital Management, Inc., a venture capital firm
+that manages The P/A Fund. Mr. Adams disclaims beneficial ownership of these
+shares.
+(7)  Mr. Bressner's address is c/o NEPA Venture Fund, L.P., 125 Goodman Drive,
+Bethlehem, Pennsylvania 18015. Consists of 833,142 shares beneficially owned by
+NEPA Venture Fund, L.P. Mr. Bressner is a partner of Mid-Atlantic Venture Funds,
+a venture capital firm that manages the NEPA Venture Fund, L.P. Mr. Bressner
+disclaims beneficial ownership of these shares.
+
+                                       9
+<PAGE>
+
+Security Ownership of Management
+
+     The following table sets forth certain information with respect to the
+beneficial ownership as of January 24, 2001 of (i) each director, (ii) our chief
+executive officer and each other executive officer who earned more than $100,000
+during fiscal year 2000 (collectively, the "Named Executives") and (iii) all the
+directors and executive officers as a group.  Each of the shareholders named
+below has sole voting and investment power with respect to such shares.
+
+<TABLE>
+<CAPTION>
+- ---------------------------------------------------------------------------------------------------
+  Name of Beneficial Owner                     Number of Shares(1)            Percent of Class
+  ------------------------                     -------------------            ----------------
+- ---------------------------------------------------------------------------------------------------
+<S>                                           <C>                             <C>
+  Geoffrey S. M. Hedrick                               3,328,184(2)               26.1%
+- ---------------------------------------------------------------------------------------------------
+  Robert J. Ewy                                          109,624(3)                  *
+- ---------------------------------------------------------------------------------------------------
+  Roger E. Mitchell                                       38,368(4)                  *
+- ---------------------------------------------------------------------------------------------------
+  All executive officers and directors                 6,606,400(2)(5)            51.1%
+  as a group (11 persons)
+- ---------------------------------------------------------------------------------------------------
+</TABLE>
+
+*    Less than 1 percent.
+(1)  With respect to each shareholder, includes any shares issuable upon
+     exercise of any options or warrants held by such shareholder that are or
+     will become exercisable within sixty days of January 24, 2001.
+(2)  Includes warrants to purchase 149,088 shares of common stock.
+(3)  Consists of options to purchase 109,624 shares of common stock.
+(4)  Consists of options to purchase 38,368 shares of common stock.
+(5)  Includes options to purchase 165,532 shares of common stock.
+
+
+Item 13.  Certain Relationships and Related Transactions.
+- ---------------------------------------------------------
+     We derived revenues of approximately $88,566 during fiscal 2000 from the
+manufacture and assembly of certain products on behalf of Parker Hannifin
+Corporation, which holds approximately 11.5% of our common stock.
+
+                                       10
+<PAGE>
+
+                                   SIGNATURES
+
+     Pursuant to the requirements of Section 13 or 15(d) 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.
+
+
+Dated:  January 29, 2001
+
+                            By: /s/ James J. Reilly
+                                ___________________________________________
+                                James J. Reilly, Chief Financial Officer
+
+                                       11
+</TEXT>
+</DOCUMENT>
+</SEC-DOCUMENT>
+-----END PRIVACY-ENHANCED MESSAGE-----