8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, DC 20549-1004


                                    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):

                                 August 28, 2003


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


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


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


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


                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)

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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

(a)  On August 28, 2003, the Audit Committee of the Board of Directors of
     Insignia Systems, Inc. (the "Registrant") dismissed the Registrant's
     current independent public accountants, Ernst & Young LLP ("E&Y"). This
     dismissal followed the Audit Committee's decision to seek proposals from
     other independent auditors to audit the Registrant's financial statements
     for its fiscal year ending December 31, 2003.

     The audit reports of E&Y on the financial statements of the Registrant as
     of and for the last two fiscal years ended December 31, 2002 neither
     contained any adverse opinion or disclaimer of opinion, nor were these
     opinions qualified or modified as to uncertainty, audit scope or accounting
     principles. During the Registrant's two most recent fiscal years ended
     December 31, 2002, and during the subsequent interim period preceding the
     replacement of E&Y, there was no disagreement between the Registrant and
     E&Y on any matter of accounting principles or practices, financial
     statement disclosure, or auditing scope or procedure which, if not resolved
     to E&Y's satisfaction, would have caused E&Y to make reference to the
     subject matter of the disagreement in connection with its reports. During
     the two most recent years and the subsequent interim period through August
     28, 2003, there were no reportable events (as described in Regulation S-K
     Item 304 (a)(1)(v)).

(b)  On August 28, 2003, the Board of Directors, pursuant to the recommendation
     of the Audit Committee, approved the retention of Grant Thornton LLP
     ("Grant Thornton") as the Registrant's independent auditors with respect to
     the audit of the Registrant's financial statements for its fiscal year
     ending December 31, 2003.

     During the Registrant's two most recent fiscal years ended December 31,
     2002, and during the subsequent interim period preceding the replacement of
     E&Y, the Registrant has not consulted with Grant Thornton regarding the
     application of accounting principles to a specified transaction, either
     completed or proposed, or the type of audit opinion that might be rendered
     on the Registrant's financial statements.

     The Registrant requested that E&Y furnish it with a letter addressed to the
     Securities and Exchange Commission stating whether it agrees with the above
     statements made by the Registrant. A copy of that letter, dated September
     3, 2003, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits. The following exhibit is filed with this document:

     Item     Exhibit
     ----     -------
     16.1     Letter from Ernst & Young LLP to the Securities and Exchange
              Commission dated September 3, 2003.



                                    SIGNATURE

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: September 3, 2003

                                    By /s/ Denni J. Lester
                                       -----------------------------------------
                                       (Denni J. Lester, Vice President, Finance
                                       and Chief Financial Officer)



                                  EXHIBIT INDEX

Item
Number     Description
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16.1       Letter from Ernst & Young LLP to the Securities and Exchange
           Commission dated September 3, 2003.

EX-16

                                                                    EXHIBIT 16.1


September 3, 2003


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549


Gentlemen:

We have read Item 4 of Form 8-K dated September 3, 2003, of Insignia Systems,
Inc. and are in agreement with the statements contained in the second paragraph
of Item 4. We have no basis to agree or disagree with other statements of the
registrant contained therein.

                              Sincerely,

                              /s/ Ernst & Young LLP