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

                                 SCHEDULE 14A

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )

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Filed by a Party other than the Registrant [_]

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[_]  CONFIDENTIAL, FOR USE OF THE
     COMMISSION ONLY (AS PERMITTED BY
     RULE 14A-6(E)(2))

[X]  Definitive Proxy Statement

[_]  Definitive Additional Materials

[_]  Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

                    Innovative Solutions and Support, Inc.
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               (Name of Registrant as Specified In Its Charter)


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   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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Notes:






Reg. (S) 240.14a-101.

SEC 1913 (3-99)




                    INNOVATIVE SOLUTIONS AND SUPPORT, INC.
                                 420 Lapp Road
                          Malvern, Pennsylvania 19355
                                (610) 889-9898

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                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                              CHANGE IN LOCATION
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     Innovative Solutions and Support, Inc. announces a change in location for
the Annual Meeting of Shareholders that will take place on October 31, 2001 at
10:00 a.m., Eastern Standard Time. The changed location will be at the company's
new design, manufacturing and office facility located at:

                            720 Pennsylvania Drive
                            Exton, PA  19341

     Please refer to the previously distributed proxy statement for important
information regarding the proposals to be voted upon at the meeting. If you do
not expect to attend the meeting in person, please sign and date the proxy card
which was previously delivered to you and return it promptly.

     Shareholders who have questions about the location of the annual meeting or
would like additional copies of the proxy statement or the proxy card should
contact the Company's Chief Financial Officer by calling (610) 651-5550.

     Briefly, the new facility can easily be reached from the Pennsylvania
Turnpike at Exit #23. Proceed North on Route 100 for approximately one-half mile
and at the 2nd traffic light turn left onto Township Line Road. This road
immediately becomes Pennsylvania Drive and we are on the right side of the
street