# UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC
20549-1004

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# FORM 8-K

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# CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE
ACT OF 1934

Date of Report:February 15, 2006

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INSIGNIA SYSTEMS, INC.(Exact name of
registrant as specified in its chapter)

|Minnesota                                      | 1-13471                  | 41-1656308                      
|---------------------------------------------- | ------------------------ | --------------------------------
|(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS EmployerIdentification No.)

|6470 Sycamore Court North, Maple Grove, Minnesota | 55369     
|------------------------------------------------- | ----------
|(Address of principal executive offices)          | (Zip Code)

(763) 392-6200(Registrants
telephone number, including area code)

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(Former name or
former address, if changed since last report)


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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:

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

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

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

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





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# Item 3.01(a).  Notice of
Delisting or Failure to Satisfy the Continued  Listing Rule or Standard;  Transfer of
Listing.

The registrant has received a Nasdaq
Staff Determination dated February 15, 2006 indicating that the registrant fails to comply
with the minimum bid price requirement for continued listing set forth in Marketplace Rule
4310(c)(4), and that its securities are, therefore subject to delisting from The Nasdaq
Capital Market. The registrant has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination, which stays any delisting action
pending determination of the appeal.

A copy of the registrants press
release is attached as Exhibit 99.1.

# Item 9.01.  Financial
Statements and Exhibits.

|(d) |  | Exhibits
|--- |  | --------

|99.1 |  | Press
Release dated February 21, 2006.
|---- |  | --------------------------------------

# 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 hereunto duly authorized.

|      | Insignia Systems, Inc.                               
|----- | -----------------------------------------------------
|      | (Registrant)                                         
|     
|     
|Date: | February 22, 2006                                    
|      | Scott F. Drill, President and Chief Executive Officer

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