POWER OF ATTORNEY



      Know all by these presents, that the undersigned hereby constitutes and appoints

each of Geoffrey S.M. Hedrick, James J. Reilly and Thomas Hess, signing individually, the

undersigned's true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's

capacity as an officer and/or trustee of Innovative Solutions and Support, Inc. (the

"Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the

Securities Exchange Act of 1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned

which may be necessary or desirable to complete and execute any such

Form 3, 4, or 5, complete and execute any amendment or amendments

thereto, and timely file such form with the United States Securities and

Exchange Commission and any stock exchange or similar authority; and



(3) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit

to, in the best interest of, or legally required by, the undersigned, it being

understood that the documents executed by such attorney-in-fact on behalf

of the undersigned pursuant to this Power of Attorney shall be in such form

and shall contain such terms and conditions as such attorney-in-fact may

approve in such attorney-in-fact's discretion.



     The undersigned hereby grants to each such attorney-in-fact full power and

authority to do and perform any and every act and thing whatsoever requisite, necessary or

proper to be done in the exercise of any of the rights and powers herein granted, as fully to all

intents and purposes as the undersigned might or could do if personally present, with full power

of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or

such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of

this power of attorney and the rights and powers herein granted.  The undersigned acknowledges

that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned,

are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to

comply with Section 16 of the Securities Exchange Act of 1934.



     This Power of Attorney shall remain in full force and effect until the undersigned

is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and

transactions in securities issued by the Company, unless earlier revoked by the undersigned in a

signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to

be executed as of this 30th day of August, 2002.







                                                     /s/ Robert E. Mittelstaedt, Jr.