8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  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):

September 29, 2006

INTEGRATED SECURITY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-11900	75-2422983
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

8200 Springwood Drive Suite 230 Irving, Texas	75063
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (972) 444-8280

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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))

Item 5.02  

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)

On September 29, 2006, Integrated Security Systems, Inc. (the “Company”) and Peter Beare entered into a letter agreement pursuant to which Mr. Beare resigned his position as a member of the Board of Directors of the Company, and also resigned as an employee and officer of the Company.   The letter agreement provided for severance pay for Mr. Beare in the amount of $10,000, and mutual releases.

Item 9.01

Financial Statements and Exhibits.

(c)

Exhibits.

10.1

Letter agreement between Integrated Security Systems, Inc. and Peter Beare, dated September 29, 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.

INTEGRATED SECURITY SYSTEMS, INC.

Dated:   September 29, 2006

By:

/s/ C.A. RUNDELL, JR.

Name:

C.A. Rundell, Jr.

Title:

Director, Chairman of the Board

Exhibit Index

Exhibit No.

Description

10.1

Letter agreement between Integrated Security Systems, Inc. and Peter Beare, dated September 29, 2006.

EX-10

Exhibit 10.1

September 29, 2006

Mr. Peter Beare

1648 Kimble Drive

Carrollton, TX  75010

Dear Peter:

This letter constitutes the complete understanding between you and Integrated Security Systems, Inc. and its related subsidiaries (collectively, the “Company”) regarding the termination of your employment and your membership on the Board of Directors of the Company and the other matters contemplated in this letter.

The Company will pay to you, as severance pay, a lump sum in the aggregate amount of $10,000.00.  Such payment will be made in accordance with the Company’s normal payroll schedule and will be subject to applicable tax deductions.  

For and in consideration of the payment described in the preceding paragraph, you hereby knowingly and voluntarily fully and irrevocably waive and release the Company, its successors, stockholders, subsidiaries, affiliates and assigns and their directors, officers, employees, agents and representatives from any and all complaints, claims, liabilities, obligations, agreements, controversies, actions, suits, demands, sanctions, costs and losses of any nature whatsoever, in law, in equity or otherwise (collectively, “Claims”) existing or accruing at any time prior to or on the date of this letter which you had or have by reason of any fact, matter, cause or thing whatsoever, including without limitation all Claims arising out of or related to your employment with the Company or the termination of your employment.

The Company hereby knowingly and voluntarily fully and irrevocably releases you, your heirs and assigns, from all Claims existing or accruing at any time prior to or on the date of this letter which the Company had or has by reason of any fact, matter, cause or thing whatsoever, including all Claims arising out of or related to your employment with the Company or the termination of your employment.

By execution of this letter below, you also hereby resign (i) effective as of September 29, 2006, all positions as an employee and officer of the Company and (ii) effective as of September 29, 2006, as a member of the Board of Directors of the Company.  You also agree that all confidential information regarding the Company will not be divulged to any third party for any reason except as required by law.

Integrated Security Systems, Inc.

/s/ C.A. RUNDELL, JR.

_________

C. A. Rundell, Jr.,

Chairman of the Board

Agreed and Acknowledged:

/s/ PETER BEARE_______

Peter Beare