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                                  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): JANUARY 19, 2005
                  

                     INNOVATIVE SOLUTIONS AND SUPPORT, INC.
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             (Exact name of registrant as specified in its charter)

      PENNSYLVANIA                      0-31157                23-2507402
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(State or other jurisdiction        (Commission File       (I.R.S. Employer
   of Incorporation)                    Number)            Identification No.)
                  

                             720 PENNSYLVANIA DRIVE
                            EXTON, PENNSYLVANIA 19341
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               (Address of principal executive offices) (Zip Code)

                                 (610) 646-9800
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              (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:

|_| Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act 
    (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the 
    Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the 
    Exchange Act (17 CFR 240.13e-4(c))


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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On January 19, 2005, Innovative Solutions & Support, Inc. issued a
press release announcing its financial results for its first quarter ended
December 31, 2004. A copy of that press release along with the press release
financial schedules are attached as Exhibit 99.1 to this report and incorporated
herein by reference.

         The information in this report (including Exhibit 99.1) is being
furnished pursuant to Item 2.02 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.




                                    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 & Support, Inc.



Date: January 20, 2005                    By: /s/ James J. Reilly
                                              ---------------------------------
                                              James J. Reilly
                                              Chief Financial Officer






                                  EXHIBIT INDEX

Exhibit No.                Description
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   99.1                    Press Release dated January 19, 2005 announcing
                           financial results for the first quarter ended
                           December 31, 2004.