UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

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FORM 10-Q/A

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xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934



for the quarterly period ended June 30, 2007

or

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from ___________________ to _________________



Commission File Number:  1-13471

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INSIGNIA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)



Minnesota
        41-1656308(State or other jurisdiction of incorporation or organization)
        (IRS Employer Identification No.)




6470 Sycamore Court North

Maple Grove, MN 55369

(Address of principal executive offices)



(763) 392-6200

(Registrants telephone number, including area code)



Not applicable.

(Former name, former address and former fiscal year if changed since last report)



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Indicate by check mark whether the 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 report(s), and (2) has been subject to such filing requirements for the past 90 days.

Yesx
        Noo




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated fileroAccelerated fileroNon-accelerated filerx



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yeso
        Nox




Number of shares outstanding of Common Stock, $.01 par value, as of July 31, 2007, was 15,425,837.



1





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EXPLANATORY NOTE



The registrant is filing this amendment to its Form 10-Q for the quarter ended June 30, 2007, to modify the references to its request for confidential treatment for portions of Exhibit 10.1, in accordance with the requirements of Commission Staff Legal Bulletin 1 (Feb. 28, 1997).





PART II.OTHER INFORMATION



Item 6.
        Exhibits




The following exhibits are included herewith:



10.1
        Amendment #2 to Exclusive Reseller Agreement(Material on two pages has been omitted pursuant to a request for confidential treatment. A complete copy of the agreement, including the omitted material, has been filed separately with the Commission.)


10.2
        Warrant To Valassis Communications, Inc. to Purchase Shares of Common Stock of Insignia Systems, Inc. (Filed with original Form 10-Q.)


31.1
        Certification of Principal Executive Officer


31.2
        Certification of Principal Financial Officer


32
        Section 1350 Certification


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SIGNATURES



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.



Dated:  January 3, 2008
        
        Insignia Systems, Inc.(Registrant)/s/  Scott F. DrillScott F. DrillPresident and Chief Executive Officer(principal executive officer)/s/ Justin W. ShiremanJustin W. ShiremanVice President, Finance andChief Financial Officer(principal financial officer)






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EXHIBIT INDEX



10.1
        Amendment #2 to Exclusive Reseller Agreement(Material on two pages has been omitted pursuant to a request for confidential treatment. A complete copy of the agreement, including the omitted material, has been filed separately with the Commission.)




10.2
        Warrant To Valassis Communications, Inc. to Purchase Shares of Common Stock of Insignia Systems, Inc. (Filed with original Form 10-Q.)




31.1
        Certification of Principal Executive Officer




31.2
        Certification of Principal Financial Officer




32
        Section 1350 Certification


4

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