As filed with the Securities and Exchange Commission on February 20, 2002

                                           Registration No. 333-
                                                                 ---------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------

                                    FORM S-8
             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.)

                               5025 CHESHIRE LANE
                               PLYMOUTH, MN 55446
              (Address of Principal Executive Offices and zip code)
                          ----------------------------


                             INSIGNIA SYSTEMS, INC.

                         WARRANT AGREEMENT OF DON SCHULZ
                        WARRANT AGREEMENT OF ERWIN KELEN
                       WARRANT AGREEMENT OF FRANK TRESTMAN
                    WARRANT AGREEMENT OF FRANK TRESTMAN TRUST
                         WARRANT AGREEMENT OF GARY VARS


                            (Full title of the Plan)

                          ----------------------------
            Scott F. Drill                                 Copy to:
 Chief Executive Officer and President                 Richard D. McNeil
        Insignia Systems, Inc.                    Lindquist & Vennum P.L.L.P.
          5025 Cheshire Lane                            4200 IDS Center
          Plymouth, MN 55446                        80 South Eighth Street
            (612) 392-6200                           Minneapolis, MN 55402
(Name, address, including zip code and                  (612) 371-3211
telephone number of agent for service)



<PAGE>





                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                     Proposed               Proposed
       Title of                       Maximum                Maximum
      Securities                      Amount                Offering               Aggregate               Amount of
         to be                         to be                  Price                Offering              Registration
      Registered                    Registered            Per Share(1)               Price                    Fee
----------------------------------------------------------------------------------------------------------------------
<S>                               <C>                      <C>                     <C>                      <C>

    Common Stock,                 190,000 shares           $2.00(1)                $380,313                 $90.89
    $.01 par value

----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The Proposed Maximum Offering Price Per Share is based upon the average
     exercise price per share of the Common Stock being registered solely for
     the purpose of determining the registration fee pursuant to Rule 457(h).


<PAGE>





               INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
                                  BY REFERENCE


                                     PART I

         Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                     PART II
Item 3  Incorporation of Documents by Reference.
-----------------------------------------------

         The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:

         (a) The Annual Report of the Company on Form 10-K for the year ended
December 31, 2000.

         (b) The Quarterly Reports of the Company for the quarters ended March
31, 2001, June 30, 2001 and September 30, 2001.

         (c) The description of the Company's capital stock as set forth in the
Company's Form S-18 Registration Statement dated June 17, 1991 (File No.
33-40765-C), including any amendment or report filed for the purpose of updating
such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.
----------------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

         The Company's Bylaws provide that the Company shall indemnify its
officers, directors, committee members and employees in accordance with, and to
the fullest extent permitted by, the provisions of the Minnesota Business
Corporation Act, as it may be amended from time to time.

         Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person against judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:


<PAGE>

         (1)      Has not been indemnified by another organization or employee
                  benefit plan for the same judgments, penalties, fines,
                  including, without limitation, excise taxes assessed against
                  the person with respect to an employee benefit plan,
                  settlements, and reasonable expenses, including attorneys'
                  fees and disbursements, incurred by the person in connection
                  with the proceeding with respect to the same acts or
                  omissions;

         (2)      Acted in good faith;

         (3)      Received no improper personal benefit and section 302A.255
                  (Director Conflicts of Interest), if applicable, has been
                  satisfied;

         (4)      In the case of a criminal proceeding, had no reasonable cause
                  to believe the conduct was unlawful; and

         (5)      In the case of acts or omissions occurring in the official
                  capacity described in subdivision 1, paragraph (c), clause (1)
                  or (2), reasonably believed that the conduct was in the best
                  interests of the corporation, or in the case of acts or
                  omissions occurring in the official capacity described in
                  subdivision 1, paragraph (c), clause (3), reasonably believed
                  that the conduct was not opposed to the best interests of the
                  corporation. If the person's acts or omissions complained of
                  in the proceeding relate to conduct as a director, officer,
                  trustee, employee, or agent of an employee benefit plan, the
                  conduct is not considered to be opposed to the best interests
                  of the corporation if the person reasonably believed that the
                  conduct was in the best interests of the participants or
                  beneficiaries of the employee benefit plan.

Item 7.  Exemption from Registration Claimed.
--------------------------------------------

         Not applicable.

Item 8.  Exhibits.
-----------------

      Exhibit
      -------

      4.1.1       Warrant Agreement of Don Schulz
      4.1.2       Warrant Agreement of Erwin Kelen
      4.1.3       Warrant Agreement of Frank Trestman
      4.1.4       Warrant Agreement of Frank Trestman Trust
      4.1.5       Warrant Agreement of Gary Vars


      5.1         Opinion of Lindquist & Vennum P.L.L.P.

     23.1         Consent of Lindquist & Vennum (included in Exhibit 5.1)

     23.2         Consent of Ernst & Young, LLP independent public accountants

     24.1         Power of Attorney (set forth on the signature page hereof)


<PAGE>

Item 9.  Undertakings.
---------------------

(a) The undersigned registrant hereby undertakes:

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

                  (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.

         (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 therein, 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.

(h) 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 connected 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.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis, State of Minnesota, on February
18, 2002.

                            INSIGNIA SYSTEMS, INC.

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


<PAGE>

                                POWER OF ATTORNEY

         The undersigned officers and directors of Insignia Systems, Inc. hereby
constitute and appoint Scott Drill and John Whisnant, or either of them, with
power to act one without the other, 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 and all amendments (including
post-effective amendments) to this Registration Statement and all documents
relating thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing necessary or advisable to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on the 18 day of February, 2002.

Signature                                            Title


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


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


/s/ John R. Whisnant                Vice President of Finance and Chief
----------------------------        Financial Officer
John R. Whisnant                    (principal financial officer)


/s/ Gary L. Vars                    Chairman, Executive Vice President and
----------------------------        General Manager POPS Division
Gary L. Vars


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


/s/ W. Robert Ramsdell                      Director
----------------------------
W. Robert Ramsdell


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


 /s/ Frank D. Trestman                      Director
----------------------------
Frank D. Trestman
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{"company-data": {"conformed-name": "INSIGNIA SYSTEMS INC/MN", "cik": "0000875355", "assigned-sic": "5040", "irs-number": "411656308", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83062", "film-number": "02554199"}, "business-address": {"street1": "5025 CHESHIRE LANE NORTH", "city": "PLYMOUTH", "state": "MN", "zip": "55446", "phone": "7633926200"}, "mail-address": {"street1": "5025 CHESHIRE LANE NORTH", "city": "PLYMOUTH", "state": "MN", "zip": "55346"}}
As filed with the Securities and Exchange Commission on February 20, 2002

                                           Registration No. 333-
                                                                 ---------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------

                                    FORM S-8
             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.)

                               5025 CHESHIRE LANE
                               PLYMOUTH, MN 55446
              (Address of Principal Executive Offices and zip code)
                          ----------------------------

                             INSIGNIA SYSTEMS, INC.

                         WARRANT AGREEMENT OF DON SCHULZ
                        WARRANT AGREEMENT OF ERWIN KELEN
                       WARRANT AGREEMENT OF FRANK TRESTMAN
                    WARRANT AGREEMENT OF FRANK TRESTMAN TRUST
                         WARRANT AGREEMENT OF GARY VARS

                            (Full title of the Plan)

                          ----------------------------
            Scott F. Drill                                 Copy to:
 Chief Executive Officer and President                 Richard D. McNeil
        Insignia Systems, Inc.                    Lindquist & Vennum P.L.L.P.
          5025 Cheshire Lane                            4200 IDS Center
          Plymouth, MN 55446                        80 South Eighth Street
            (612) 392-6200                           Minneapolis, MN 55402
(Name, address, including zip code and                  (612) 371-3211
telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                     Proposed               Proposed
       Title of                       Maximum                Maximum
      Securities                      Amount                Offering               Aggregate               Amount of
         to be                         to be                  Price                Offering              Registration
      Registered                    Registered            Per Share(1)               Price                    Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock,                 190,000 shares           $2.00(1)                $380,313                 $90.89
    $.01 par value

----------------------------------------------------------------------------------------------------------------------
(1)  The Proposed Maximum Offering Price Per Share is based upon the average
     exercise price per share of the Common Stock being registered solely for
     the purpose of determining the registration fee pursuant to Rule 457(h).
INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
                                  BY REFERENCE

                                     PART I

         Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                     PART II
Item 3  Incorporation of Documents by Reference.
-----------------------------------------------

         The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference herein:

         (a) The Annual Report of the Company on Form 10-K for the year ended
December 31, 2000.

         (b) The Quarterly Reports of the Company for the quarters ended March
31, 2001, June 30, 2001 and September 30, 2001.

         (c) The description of the Company's capital stock as set forth in the
Company's Form S-18 Registration Statement dated June 17, 1991 (File No.
33-40765-C), including any amendment or report filed for the purpose of updating
such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.
----------------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

         The Company's Bylaws provide that the Company shall indemnify its
officers, directors, committee members and employees in accordance with, and to
the fullest extent permitted by, the provisions of the Minnesota Business
Corporation Act, as it may be amended from time to time.

         Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person against judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person:
(1)      Has not been indemnified by another organization or employee
                  benefit plan for the same judgments, penalties, fines,
                  including, without limitation, excise taxes assessed against
                  the person with respect to an employee benefit plan,
                  settlements, and reasonable expenses, including attorneys'
                  fees and disbursements, incurred by the person in connection
                  with the proceeding with respect to the same acts or
                  omissions;

         (2)      Acted in good faith;

         (3)      Received no improper personal benefit and section 302A.255
                  (Director Conflicts of Interest), if applicable, has been
                  satisfied;

         (4)      In the case of a criminal proceeding, had no reasonable cause
                  to believe the conduct was unlawful; and

         (5)      In the case of acts or omissions occurring in the official
                  capacity described in subdivision 1, paragraph (c), clause (1)
                  or (2), reasonably believed that the conduct was in the best
                  interests of the corporation, or in the case of acts or
                  omissions occurring in the official capacity described in
                  subdivision 1, paragraph (c), clause (3), reasonably believed
                  that the conduct was not opposed to the best interests of the
                  corporation. If the person's acts or omissions complained of
                  in the proceeding relate to conduct as a director, officer,
                  trustee, employee, or agent of an employee benefit plan, the
                  conduct is not considered to be opposed to the best interests
                  of the corporation if the person reasonably believed that the
                  conduct was in the best interests of the participants or
                  beneficiaries of the employee benefit plan.

Item 7.  Exemption from Registration Claimed.
--------------------------------------------

         Not applicable.

Item 8.  Exhibits.
-----------------

      Exhibit
      -------

      4.1.1       Warrant Agreement of Don Schulz
      4.1.2       Warrant Agreement of Erwin Kelen
      4.1.3       Warrant Agreement of Frank Trestman
      4.1.4       Warrant Agreement of Frank Trestman Trust
      4.1.5       Warrant Agreement of Gary Vars

      5.1         Opinion of Lindquist & Vennum P.L.L.P.

     23.1         Consent of Lindquist & Vennum (included in Exhibit 5.1)

     23.2         Consent of Ernst & Young, LLP independent public accountants

     24.1         Power of Attorney (set forth on the signature page hereof)
Item 9.  Undertakings.
---------------------

(a) The undersigned registrant hereby undertakes:

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

                  (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.

         (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 therein, 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.

(h) 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 connected 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.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis, State of Minnesota, on February
18, 2002.

                            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 Scott Drill and John Whisnant, or either of them, with
power to act one without the other, 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 and all amendments (including
post-effective amendments) to this Registration Statement and all documents
relating thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing necessary or advisable to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on the 18 day of February, 2002.

Signature                                            Title

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

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

/s/ John R. Whisnant                Vice President of Finance and Chief
----------------------------        Financial Officer
John R. Whisnant                    (principal financial officer)

/s/ Gary L. Vars                    Chairman, Executive Vice President and
----------------------------        General Manager POPS Division
Gary L. Vars

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

/s/ W. Robert Ramsdell                      Director
----------------------------
W. Robert Ramsdell

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

 /s/ Frank D. Trestman                      Director
----------------------------
Frank D. Trestman