**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-Q/A**

**Amendment#1**

 

**(Mark One)**

 

ý                                  **QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934**

 

**For the quarterly period ended March 31,2004**

 

**OR**

 

o                                  **TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934**

 

**For the transition period from                 to                 **

 

**Commission file number 000-27012**

 

| **Insignia  Solutions plc**                                                                   |
|-----------------------------------------------------------------------------------------------|
| (Exact name of registrant as specified in  its charter)                                       |
|                                                                                          |   |   |
| **England and Wales**                                                                         |   | **Not applicable** |
| (State or other jurisdiction of  incorporation or  organization)                              |   | (I.R.S. Employer Identification No.) |
|                                                                                          |   |   |
| (Address of principal executive offices,  including zip code)                                 |
| **41300 Christy Street  Fremont  California 94538  United States of America  (510) 360-3700** |   | **Mercury Park, Wycombe Lane  Wooburn Green  High Wycombe, Bucks HP10 0HH  United Kingdom  (44) 1628-539500** |

 

Indicateby check mark whether the registrant: (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes  ý   No  o

 

Indicateby check mark whether the registrant is an accelerated filer (as defined inRule 12b-2 of the Act):  Yes  o   No  ý

 

Asof May 3, 2004, there were 29,141,353 ordinary shares of £0.20 each nominalvalue, outstanding.

 

 

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**EXPLANATORYNOTE**

 

The Registrant hereby amends Exhibits 31.1 and 31.2 of its Form 10-Qfor the quarterly period ended March 31, 2004 filed with the Securitiesand Exchange Commission on May 17, 2004.

 

**Part II - Other Information**

 

**Item 6.  Exhibits and Reports on Form 8-K**

 

(a)Exhibits

 

Thefollowing exhibits are filed as part of this Report:

 
| **Exhibit  Number** |   | **Exhibit  Title**                                                                                                                                |
|---------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                              |
| 10.03*              |   | Amended  and Restated 1995 Incentive Stock Option Plan for U.S. Employees                                                                         |
|                |   |                                                                                                                                              |
| 10.42*              |   | Amended  and Restated 1995 Employee Share Purchase Plan                                                                                           |
|                |   |                                                                                                                                              |
| 10.86*              |   | Assignment  of Intellectual Property Agreement between Insignia Solutions plc, Insignia  Solutions Inc. and esmertec A.G. dated February 13, 2004 |
|                |   |                                                                                                                                              |
| 31.1                |   | Section  302 certification of Chief Executive Officer                                                                                             |
|                |   |                                                                                                                                              |
| 31.2                |   | Section  302 certification of Chief Financial Officer                                                                                             |
|                |   |                                                                                                                                              |
| 32.1                |   | Section  906 certification of Chief Executive Officer                                                                                             |
|                |   |                                                                                                                                              |
| 32.2                |   | Section  906 certification of Chief Financial Officer                                                                                             |

 

----

*      Previously filed.

 

 

(b)Reports on Form 8-K

 

We filedtwo Current Reports on Form 8-K during the first quarter of 2004: one Form 8-Kwas filed on January 9, 2004, which reported matters under Items 7 (FinancialStatements, Pro Forma Financial Statements and Exhibits) and 12 (Results ofOperations and Financial Condition), and one Form 8-K was filed on February 5,2004, which also reported matters under Items 7 and 12.

 

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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 theundersigned thereunto duly authorized.

 
|                           | **Insignia Solutions  plc** |
|--------------------------------|-----------------------------|
|                           |                        |
|                           |                        |
|                           | By:                         |   /s/ Robert E. Collins |   |
|                           |                        |   Robert E. Collins |
|                           |                        |   Chief Financial Officer |
|                           |                        |
|                           |                        |
| Date:  July 23, 2004 |                        |

 

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**EXHIBITINDEX**

 
| **Exhibit  Number** |   | **Exhibit  Title**                                                                                                                                |
|---------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                              |
| 10.03*              |   | Amended  and Restated 1995 Incentive Stock Option Plan for U.S. Employees                                                                         |
|                |   |                                                                                                                                              |
| 10.42*              |   | Amended  and Restated 1995 Employee Share Purchase Plan                                                                                           |
|                |   |                                                                                                                                              |
| 10.86*              |   | Assignment  of Intellectual Property Agreement between Insignia Solutions plc, Insignia  Solutions Inc. and esmertec A.G. dated February 13, 2004 |
|                |   |                                                                                                                                              |
| 31.1                |   | Section  302 certification of Chief Executive Officer                                                                                             |
|                |   |                                                                                                                                              |
| 31.2                |   | Section  302 certification of Chief Financial Officer                                                                                             |
|                |   |                                                                                                                                              |
| 32.1                |   | Section  906 certification of Chief Executive Officer                                                                                             |
|                |   |                                                                                                                                              |
| 32.2                |   | Section  906 certification of Chief Financial Officer                                                                                             |

 

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*      Previously filed.

 

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