UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 45769N-10-5

1.

Names of Reporting Persons
Geoffrey S. M. Hedrick

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,650,467

6.

Shared Voting Power
408

7.

Sole Dispositive Power
3,650,467

8.

Shared Dispositive Power
408

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,650,875

10.

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row 9
21.8%

12.

Type of Reporting Person
IN

CUSIP No. 45769N-10-5

Item 1

(a).

Name of Issuer:
Innovative Solutions and Support, Inc. (the “Company”)

Item 1

(b).

Address of Issuer’s Principal Executive Offices:
720 Pennsylvania Drive, Exton, Pennsylvania 19341

Item 2

(a).

Name of Person Filing:
Geoffrey S. M. Hedrick

Item 2

(b).

Address of Principal Business Office or, if None, Residence:
c/o Innovative Solutions and Support, Inc.

720 Pennsylvania Drive, Exton, Pennsylvania 19341

Item 2

I.

Citizenship:
United States

Item 2

(d).

Title of Class of Securities:
Common Stock, $.001 par value

Item 2

(e)

CUSIP Number:
45769N-10-5

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable.

(a)

o

Broker or dealer registered under section 15 of the Exchange Act.

(b)

o

Bank as defined in section 3(a)(6) of the Exchange Act.

(c)

o

Insurance company as defined in section 3(a)(19) of the Exchange Act.

(d)

o

Investment company registered under section 8 of the Investment Company Act.

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with Rule 13d 1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

o

A church plan that is excluded from the definition of an investment company under section 3I(14) of the Investment Company Act;

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

CUSIP No. 45769N-10-5

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

3,650,875

(b)

Percent of class:   

21.8%, based upon 16,743,209 shares of common stock outstanding as of January 20, 2009 as reported in the Company’s Proxy Statement.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote   

3,650,467

(ii)

Shared power to vote or to direct the vote    

408

(iii)

Sole power to dispose or to direct the disposition of   

3,650,467

(iv)

Shared power to dispose or to direct the disposition of    

408

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.

Not Applicable.

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.

CUSIP No. 45769N-10-5

Item 10.

Certifications.

Not Applicable.

02/05/2009

Date

/s/ Geoffrey S. M. Hedrick

Signature

Geoffrey S. M. Hedrick

Name/Title