COVER 5 filename5.htm Cover Letter to Insignia Systems, Inc. Form S-3 dated December 23, 2004

Direct Dial: 612-341-9726
E-Mail: cberquist@bestlaw.com

December 23, 2004

Securities and Exchange Commission
450 Fifth Street Northwest
Washington, D.C. 20549

Re:    Insignia Systems, Inc.

Dear Sir or Madam:

Enclosed for filing is Form S-3 to register 2,490,000 shares of common stock of the above registrant. The registrant has instructed its bank to transmit the filing fee by wire transfer.

Please direct any comments to the undersigned or Jim Diracles in this office.

Sincerely,

BEST & FLANAGAN LLP



By:   Charles C. Berquist

CCB/kmk

Encl.