As filed with the Securities and Exchange Commission on July __, 1998
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

MINNESOTA 41-1656308
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

10801 Red Circle Drive
Minnetonka, Minnesota 55343
(612) 930-8200

(Address, including zip code, and telephone number, including area code,
of registrant's principal executive office)

Scott F. Drill
President, Chief Executive Officer
Insignia Systems, Inc.
10801 Red Circle Drive
Minnetonka, Minnesota 55343
(612) 930-8200

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

COPIES TO:

Richard D. McNeil, Esq.
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
Telephone: (612) 371-3211

Approximate date of commencement of proposed sale to public: From time to
time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: |X|

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earliest effective registration statement
for the same offering: [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Maximum Maximum
Amount to be Offering Aggregate Amount of
Title of Each Class of Registered Price Offering Price Registration
Securities to be Registered Per Unit Fee

Common Stock, no par value................................... 2,470,000 (1) $2.5625(2) $6,329,375(2) $1,868
- ------------------------------------------------------------- --------------- ------------- ---------------- ---------------

(1) Issuable upon exercise of outstanding warrants.

(2) Estimated solely for the purpose of determining the registration fee based
on the average of the closing bid and asked prices of the Company's Common
Stock on the Nasdaq SmallCap Market on July 28, 1998 pursuant to Rule
457(c).

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

PROSPECTUS
INSIGNIA SYSTEMS, INC.

2,470,000 SHARES OF
COMMON STOCK

This Prospectus relates to the sale of up to 2,470,000 shares (the
"Shares") of Common Stock of Insignia Systems, Inc. (the "Company") which may be
offered from time to time by the shareholders named herein (the "Selling
Shareholders"). Of the Shares being offered, 1,600,000 Shares are now owned by
the Selling Shareholders and 870,000 Shares may be obtained by them by exercise
of stock purchase warrants (the "Warrants") held by the Selling Shareholders
which have an exercise price of $1.625 per Share and expire on June 24, 2001.
The Company will receive proceeds upon the exercise of the Warrants, but will
not receive any of the proceeds from the sale of the Shares by the Selling
Shareholders. See "Use of Proceeds."

The Company will bear all expenses of the offering hereunder other than
underwriting discounts and commissions incurred in connection with the sale of
the Shares by the Selling Shareholders. The Company's Common Stock is traded on
the NASDAQ SmallCap Market under the symbol "ISIG". The closing bid price of the
Company's Common Stock on July 28, 1998 was $2.5625 per share, as reported by
NASDAQ.

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE " RISK FACTORS"
BEGINNING ON PAGE 4 OF THIS PROSPECTUS.

The Selling Shareholders have advised the Company that they intend to
sell the Shares from time to time in transactions on the Nasdaq SmallCap Market
at prices prevailing at the time of the sale or otherwise as set forth below.
The Selling Shareholders have also advised the Company that, as of the date
hereof, they have made no arrangement with any brokerage firm for the sale of
the Shares. The Selling Shareholders may be deemed to be "underwriters" within
the meaning of the Act, in which case any commissions received by a broker or
dealer may be deemed to be underwriting commissions or discounts under the Act.
See "Plan of Distribution."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

PRICE TO UNDERWRITING PROCEEDS TO PROCEEDS TO SELLING
PUBLIC DISCOUNTS AND ISSUER SHAREHOLDERS
COMMISSIONS

Per Share $2.5625(1) (2) None $2.5625(1)
- ------------------------------- ------------------- --------------------------- ----------------- --------------------------
Total $6,329,395(1) (2) None $6,329,375(1)
- ------------------------------- ------------------- --------------------------- ----------------- --------------------------

(1) Estimated based on a per share price of $2.5625 as of July 28, 1998 and
assuming the sale of all Shares by the Selling Shareholders, with no
adjustment for commissions, discounts, brokerage and other fees that
may be paid by the Selling Shareholders, or expenses of the offering to
be paid by the Company.
(2) Commissions, discounts and brokerage fees will be payable to the
Selling Shareholders in such amounts as the Selling Shareholders may
agree to from time to time.

THE DATE OF THIS PROSPECTUS IS JULY __, 1998

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy and information
statements and other information can be inspected and copied at the public
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C., and the Commission's regional offices located at 7 World Trade
Center, 14th Floor, New York, New York 10048, and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Electronic
filings made through the Electronic Data Gathering Analysis and Retrieval System
are also publicly available through the Securities and Exchange Commission's Web
Site (http://www.sec.gov).

The Company has filed with the Commission a registration statement
under the Securities Act of 1933 with respect to the shares offered hereby. This
Prospectus does not contain all information set forth in such registration
statement. For further information with respect to the Company and the shares
offered hereby, reference is made to such registration statement, including the
exhibits and financial schedules filed as part thereof. Such information may be
inspected at the Chicago regional office of the Commission at Northwestern
Atrium Center, 500 West Madison, Suite 1400, Chicago, Illinois 60661 and at the
public reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies thereof may be obtained from the Commission at prescribed prices.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been filed by the Company with the
Commission, are incorporated by reference in this Prospectus: (i) the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (ii) the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998;
(iii) the Company's Proxy Statement dated April 15, 1998 for the 1998 Annual
Meeting of Shareholders on May 21, 1998; and (iv) the description of the
Company's Common Stock contained in the Company's Form S-18 Registration
Statement, Registration No. 33-40765-C. All documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15 of the 1934 Act after the date of
this Prospectus and prior to the termination of the offering of securities
contemplated hereby shall also be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded hereby to the extent that a
statement contained herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, upon the written or oral request of such
person, a copy of any or all of the documents which are incorporated by
reference into this Prospectus, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference in such documents.)
Requests for such copies should be directed to Scott F. Drill, Insignia Systems,
Inc., 10801 Red Circle Drive, Minnetonka, Minnesota 55343, telephone number
(612) 930-8200.

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS APPEARING ELSEWHERE IN THIS PROSPECTUS AND
IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE.

THE COMPANY

Insignia Systems, Inc. (the "Company") markets software, services and
supplies for production of point-of-purchase signs by retailers. The Company's
Stylus software is used by retail stores to produce signs and posters by
importing information from a computer database and then electronically
transmitting it to store-level printers. The Company has recently developed and
introduced a new service, called the Insignia POPS(TM) program, in which the
Company enters into agreements with manufacturers of brand name consumer
products under which the Company is paid to collect, organize and format product
messages and art provided by the manufacturer and to transmit that information
to the retailer, who combines it with the retailer's logo, designs, color and
pricing information and produces point-of-purchase signs.

The Company was incorporated in 1990 under the laws of the State of
Minnesota. Its principal executive offices are located at 10801 Red Circle
Drive, Minnetonka, Minnesota 55343 and its telephone number is (612) 930-8200.

THE OFFERING

The 2,470,000 Shares being offered by the Selling Shareholders consist
of 1,600,000 Shares now owned by the Selling Shareholders and an additional
870,000 Shares which may be purchased in whole or in part by the Selling
Shareholders pursuant to Warrants which have an exercise price of $1.625 per
Share and expire on June 24, 2001. The 1,600,000 Shares and 800,000 Warrants
were issued by the Company on June 25, 1998 in a private placement of 1,600,000
units, each consisting of one Share and a Warrant to purchase one-half of one
Share, for a purchase price of $1.25 per unit. Warrants for an additional 70,000
shares were issued on June 25, 1998 for consultation services. The closing bid
price of the Company's common stock on the NASDAQ SmallCap Market on June 25,
1998, the date the units were issued was $1.6875 per share. The reason that
resales of the Shares are being registered is to permit the Shares to be resold
by the Selling Stockholders in the public market.

Common Stock offered by Selling Shareholders......... 2,470,000
Common Stock outstanding after offering (1).......... 10,967,721
NASDAQ Symbol........................................ ISIG

(1) Assumes the exercise of the Warrants. Excludes 1,293,004 shares of common
stock issuable upon exercise of outstanding warrants and outstanding stock
options granted pursuant to the Company 1990 Stock Plan.

USE OF PROCEEDS

If all of the Warrants are exercised, the gross proceeds to the Company
will be $1,413,750, though there is no assurance that any of the Warrants will
be exercised. After payment of the Company's expenses relating to this offering,
which are estimated to be approximately $12,500, any remaining net proceeds will
be added to the Company's working capital and used for general corporate
purposes. The Company will not receive any proceeds from sales of the Shares by
the Selling Shareholders. See "USE OF PROCEEDS."

RISK FACTORS

This offering involves substantial investment risk and the Shares
should be purchased only by persons who can afford the loss of their entire
investment. See "RISK FACTORS."

RISK FACTORS

AN INVESTMENT IN THE SECURITIES OFFERED HEREBY IS HIGHLY SPECULATIVE
AND INVOLVES A HIGH DEGREE OF RISK. INVESTORS COULD LOSE THEIR ENTIRE
INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING
FACTORS, ALONG WITH THE OTHER INFORMATION SET FORTH OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS, IN EVALUATING THE COMPANY, ITS BUSINESS AND PROSPECTS BEFORE
PURCHASING THE SECURITIES OFFERED HEREBY. THIS PROSPECTUS CONTAINS
FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S
ACTUAL RESULTS OF OPERATIONS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN
THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE
SET FORTH IN THE FOLLOWING RISK FACTORS AND ELSEWHERE IN THIS PROSPECTUS.

OPERATING LOSSES

The Company was incorporated in January 1990 and had an accumulated
deficit of ($10,838,867) as of March 31, 1998. For 1995, 1996, 1997 and the
first three months of 1998 the Company experienced net losses of ($1,451,402),
($999,226), ($3,379,512) and ($1,484,218), respectively. The Company anticipates
that it will continue to experience losses through the fourth quarter of 1998,
but there is no assurance that the Company will achieve profitability
thereafter.

LIQUIDITY AND SHORT-TERM SECURED DEBT

As of March 31, 1998, the Company's indebtedness to its asset based
lender was $703,392. This indebtedness is secured by a security interest in
substantially all of the Company's assets and is payable on demand. The credit
line expires on December 29, 1999. The lender has no obligation to make
additional advances to the Company, and all advances made must be supported by a
borrowing base of the Company's accounts receivable and inventory. If the lender
were to demand repayment in full of the Company's indebtedness to it, the
Company would need to seek replacement financing in order to avoid a substantial
disruption of its business and depletion of all its cash. There is no assurance
that such replacement financing would be available, or that the terms on which
it might be available would be reasonable from the Company's point of view.

COSTS AND RISKS OF NEW PRODUCT INTRODUCTION

The Company has recently introduced a new service, referred to as
Insignia POPS. In order to achieve and maintain profitability, this service
needs to achieve national program status through use at approximately 3,000
retail locations. There is no assurance that the Company will be successful in
introducing Insignia POPS or that it will achieve marketplace acceptance or
profitability.

POSSIBLE WRITEDOWN OF CERTAIN INVENTORY

In April 1998 the Company discontinued sale of the SIGNright machine.
The Company presently has approximately 400 SIGNright machines in inventory with
a recorded cost of approximately $200,000. Depending on how the Company
determines to liquidate this inventory, there is no assurance that the Company
will recover its cost.

SIGN CARD REVENUE

The Company derives a significant portion of its revenue from the sale
of the bar coded sign cards required by the Impulse and SIGNright machines which
were formerly sold by the Company. If competitors are able to reproduce the
barcode and successfully market sign cards bearing it, there could be a serious
adverse effect on the Company's revenue.

SIGN CARD SUPPLIERS

The thermal paper used by the Company in its sign cards is purchased
exclusively from one supplier. While the Company believes that an alternative
supplier would be available if necessary, any disruption in the relationship
with or deliveries by the current supplier could have a serious adverse effect
on the Company.

COMPETITION

The two main competitors of the Company's Stylus product are dESIGN,
Inc. (a privately-held company based in Seattle, WA) and Electronic Label
Technology, Inc. (a privately-held company based in Oklahoma City, OK). Insignia
POPS competes for the marketing expenditures of branded product manufacturers,
who use various forms of point of purchase marketing methods, such as displays,
coupons, in-store samples, etc. The POPS program also competes with other
companies, such as ACTMEDIA, INCORPORATED and Catalina Marketing, which provide
in-store marketing programs to retailers. There is no assurance that Insignia
POPS will compete successfully with these traditional and alternative marketing
methods.

DEPENDENCE ON KEY EMPLOYEES

The Company is highly dependent upon the services of its present
officers, and the loss of any of them could have a material adverse effect on
the Company. None of the Company's officers are bound by employment or
noncompetition agreements with the Company. The success of the Company will also
depend on its ability to attract and retain capable sales and marketing
personnel.

CONTINUED ELIGIBILITY FOR NASDAQ SMALLCAP MARKET

In order for the Company's Common Stock to continue to be traded on the
NASDAQ SmallCap Market, the Company must maintain at least $2 million of "net
tangible assets" (defined as the book value of total assets, minus intangible
assets, minus all liabilities), have a bid price for the Common Stock of at
least $1 per share, have a public float of 500,000 shares, and meet certain
other criteria. There is no assurance that the Company will be able to maintain
continued eligibility for inclusion on the NASDAQ SmallCap Market, and loss of
eligibility would impair the marketability of the Company's Common Stock.

MARKET OVERHANG FROM WARRANTS AND OPTIONS

In addition to the Warrants for the purchase of 870,000 Shares, the
Company has outstanding options and warrants for the purchase of an additional
1,293,004 shares of common stock. The exercise of a significant portion of the
Warrants and existing stock options and resale of the common stock thereby
obtained could depress the trading price of the Company's common stock.

LACK OF DIVIDENDS

The Company has never paid and does not plan to pay any dividends on
its Common Stock in the foreseeable future.

USE OF PROCEEDS

SELLING SHAREHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock by the Selling Shareholders
as of July 29,1998, and as adjusted to reflect the sale of Shares obtained by
the Selling Shareholders through the exercise of the Warrants.

NAME NUMBER OF SHARES MAXIMUM NUMBER OF SHARES TO BE BENEFICIALLY
BENEFICIALLY OWNED SHARES TO BE SOLD (1)(2) OWNED AFTER THE OFFERING(1)(2)
PRIOR TO OFFERING
NUMBER PERCENT

Ramsdell Irrevocable Trust U/A/D 12/28/92 208,000 168,000 40,000 *
Ramsdell Family Trust U/A/D 7/7/94(3) 463,000 270,000 193,000 2.2
Delaware Charter Guarantee and Trust co. FBO 581,900 480,000 101,900 1.2
W. Ramsdell-IRA
ERAMKO 140,000 90,000 50,000 *
Salvatore Totino and Lorraine D. Totino, TIC(4) 64,000 54,000 10,000 *
Elyse A. Ramsdell 70,000 60,000 10,000 *
Robert S. Ramsdell 40,000 30,000 10,000 *
Richard Berger(5) 248,875 60,000 188,875 2.2
G. Tyler Runnels 174,564 60,000 114,564 1.3
Nancy D. Singer and Edward S. Singer, JTWROS(6) 67,500 38,000 29,500 *
Milfam I 300,000 300,000 -0- *
Delaware Charter Guarantee and Trust Co. FBO 48,000 48,000 -0- *
Dana Benson IRA Rollover Acct. #W073006553
Dana Benson Recovery Fund Acct. #W073006538 12,000 12,000 -0- *
Mark L. Levin 30,000 30,000 -0- *

NAME NUMBER OF SHARES MAXIMUM NUMBER OF SHARES TO BE BENEFICIALLY
BENEFICIALLY OWNED SHARES TO BE SOLD (1)(2) OWNED AFTER THE OFFERING(1)(2)
PRIOR TO OFFERING
NUMBER PERCENT

Delaware Charter Gty & Tr Co. FBO 30,000 30,000 -0- *
Mark L. Levin IRA R/O
Invest, Inc. 60,000 60,000 -0- *
Craig C. Avery Prof. Sh. Tr. 70,000 60,000 10,000 *
Jack R. Swenson 66,000 60,000 6,000 *
Randall Wooster 45,000 45,000 -0- *
Delaware Charter Gty & Tr. Co. FBO 45,000 45,000 -0- *
Randall Wooster IRA
The Avalon Total Return Fund, L.P. 270,000 270,000 -0- *
Bear Stearns as Custodian FBO J. Steven Emerson 275,000 180,000 95,000 1.1
IRA R/O II Account #48360160
Stella Rochelle Totino(7) 20,000 20,000 -0- *
TOTALS . . . . . . . . . . . . . . . . . . . . . . . . . 3,328,839 2,470,000 858,839

(1) Includes Shares to be acquired by the Selling Shareholders upon exercise of
the Warrants.

(2) Assumes the sale of all Shares offered hereunder.

(3) Includes 30,000 shares issuable upon exercise of a consultants' warrant.

(4) Includes 10,000 shares beneficially by Lorraine Totino individually. Mr.
Totino disclaims beneficial ownership.

(5) Includes 44,875 shares beneficially owned by Marilyn Olin Berger. Mr.
Berger disclaims beneficial ownership to such shares.

(6) Includes 67,500 shares beneficially owned by Mr. Singer individually of
which 40,000 shares are issuable upon exercise of a consultants' warrant.
Mrs. Singer disclaims beneficial ownership of these shares.

(7) Includes 20,000 shares issuable upon exercise of a consultants' warrant.

* Less than 1%.

PLAN OF DISTRIBUTION

The Company has been advised that the Selling Shareholders may sell
Shares from time to time in one or more transactions (which may include block
transactions) on the NASDAQ SmallCap System at market prices prevailing at the
time of the sale or at prices otherwise negotiated.

The Shares may, without limitation, be sold by one or more of the
following: (i) a block trade in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (ii) purchases by a broker
or dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; and (iii) ordinary brokerage transactions and
transactions in which the broker solicits purchasers.

The Company has been advised that, as of the date hereof, the Selling
Shareholders have made no arrangement with any broker for the sale of the
Shares. Underwriters, brokers or dealers may participate in such transactions as
agents and may, in such capacity, receive brokerage commissions from the Selling

Shareholders or purchasers of such securities. Such underwriters, brokers or
dealers may also purchase Shares and resell such Shares for their own account in
the manner described above. The Selling Shareholders and such underwriters,
brokers or dealers may be considered "underwriters" as that term is defined by
the Securities Act of 1933, although the Selling Shareholders disclaim such
status. Any commissions, discounts or profits received by such underwriters,
brokers or dealers in connection with the foregoing transactions may be deemed
to be underwriting discounts and commissions under the Securities Act of 1933.

LEGAL MATTERS

The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Lindquist & Vennum P.L.L.P., Minneapolis,
Minnesota.

EXPERTS

The financial statements of the Company incorporated by reference in
the Registration Statement of which this Prospectus is a part have been audited
by Ernst & Young LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated herein in reliance upon their
report and as experts in accounting and auditing.

INDEMNIFICATION

The Company's Articles of Incorporation eliminate or limit certain
liabilities of its directors and the Company's Bylaws provide for
indemnification of directors, officers and employees of the Company in certain
instances. Insofar as exculpation of, or indemnification for, liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers
or persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such exculpation or indemnification is against public policy as
expressed in the Act and is therefore unenforceable.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

SEC registration fee ..................... $ 1,868
Accounting fees and expenses ............. 2,000
Legal fees and expenses .................. 8,500
Miscellaneous ............................ 132
--------
Total .................................. 12,500

Except for the SEC fee, all of the foregoing expenses have been
estimated.

ITEM 15: INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 302A.521 of the Minnesota Statutes requires, among other
things, the indemnification of persons made or threatened to be made a party to
a proceeding by reason of acts or omissions performed in their official capacity
as an officer, director, employee or agent of the corporation against judgments,
penalties and fines (including attorneys' fees) if such person is not otherwise
indemnified, acted in good faith, received no improper benefit, reasonably
believed that such conduct was in the best interests of the corporation, and, in
the case of criminal proceedings, had no reason to believe the conduct was
unlawful. In addition, Section 302A.521, subd. 3, of the Minnesota Statutes
requires payment by the corporation, upon written request, of reasonable
expenses in advance of final disposition in certain instances if a decision as
to required indemnification is made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board, by special legal counsel, by the
Shareholders or by a court.

The Company's Bylaws provide for the indemnification of its directors,
officers, employees, and agents in accordance with, and to the fullest extent
permitted by, the provisions of the Minnesota Business Corporation Act, as
amended from time to time.

ITEM 16. EXHIBITS

Exhibit No. Description
- ----------- -----------
5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P., counsel to
the Company
23.1 Consent of Ernst & Young, LLP, independent public accountants
23.2 Consent of Lindquist & Vennum P.L.L.P. (see Exhibit 5.1 above)
24 Powers of Attorney (included on signature page hereof)

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

II-1

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the Prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing a Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minnetonka, State of Minnesota, on the 29th day of
July, 1998.

INSIGNIA SYSTEMS, INC.

By /s/ Scott F. Drill
Scott F. Drill, President and
Chief Executive Officer

POWER OF ATTORNEY

The undersigned officers and directors of Insignia Systems, Inc. hereby
constitute and appoint G.L. Hoffman our true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution for us and in our
stead, in any and all capacities, to sign any or all amendments to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
such person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on July 29, 1998
in the capacities indicated.

Signature Title
--------- -----

/s/ Scott F. Drill President, Chief Executive
Scott F. Drill Officer, and Director (principal executive
officer)

/s/ John R. Whisnant Vice President, Finance (principal financial
John R. Whisnant and accounting officer)

/s/ G.L. Hoffman Director and Secretary
G.L. Hoffman

/s/ Erwin A. Kelen Director
Erwin A. Kelen

/s/ Gordon F. Stofer Director
Gordon F. Stofer

/s/ Frank D. Trustman Director
Frank D. Trustman

/s/ Donald E. Schultz Director
Donald E. Schultz

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