As filed with the Securities and Exchange Commission on January 6, 1998

                                                     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.)

                             10801 RED CIRCLE DRIVE
                              MINNETONKA, MN 55343
              (Address of Principal Executive Offices and zip code)
                          ----------------------------
                             INSIGNIA SYSTEMS, INC.
                                 1990 STOCK PLAN
                            (Full title of the Plan)
                          ----------------------------
            G. L. Hoffman                                  Copy to:
              President
         Insignia Systems, Inc.                        Richard D. McNeil
         10801 Red Circle Drive                        Kristin L. Johnson
          Minnetonka, MN  55343                   Lindquist & Vennum P.L.L.P.
             (612) 553-3200                            4200 IDS Center
 (Name, address, including zip code and             80 South Eighth Street
  telephone number of agent for service)             Minneapolis, MN 55402
                                                         (612) 371-3211


                         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(1)         Fee
------------------------------------------------------------------------------
Common Stock,     300,000 shares(2)    $1.31(1)    $393,750        $117
$.01 par value
------------------------------------------------------------------------------

(1)   Estimated solely for the purpose of determining the registration fee
      pursuant to Rule 457(c) and (h) and based upon the closing price of the
      Company's Common Stock on the Nasdaq National Market System on January 2,
      1998.

(2)   520,000 shares were registered on Form S-8 (No. 33-47003) on April 6,
      1992, 100,000 shares were registered on Form S-8 (No. 33-92376) on May 16,
      1995 and 300,000 shares are being registered herewith.

<PAGE>


               INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
                                  BY REFERENCE

      A Registration Statement on Form S-8 (File No. 33-47003) was filed with
the Securities and Exchange Commission on April 6, 1992 covering the
registration of 520,000 shares initially authorized for issuance under the
Company's 1990 Stock Plan (the "Plan"). A Registration Statement on Form S-8
(File No. 33- 92376) was filed with the Securities and Exchange Commission on
May 16, 1995 covering the registration of an additional 100,000 shares
authorized for issuance under the Plan. Pursuant to General Instruction E of
Form S-8, this Registration Statement is being filed to register the additional
300,000 shares authorized under the Plan. An amendment to the Plan to increase
the number of shares under the Plan by 300,000 shares was authorized by the
Company's Board of Directors and was approved by the shareholders on May 9,
1996. This Registration Statement should also be considered a post-effective
amendment to the prior Registration Statements. The contents of the prior
Registration Statements are incorporated herein 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, 1996.

      (b)   The Definitive Proxy Statement dated April 5, 1997 for the Annual
            Meeting of Shareholders held on May 8, 1997.

      (c)   The Quarterly Reports of the Company on Form 10-Q for the quarters
            ended March 31, 1997, June 30, 1997 and September 30, 1997.

      (d)   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.

<PAGE>


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.

<PAGE>


Item 8.  Exhibits.

      Exhibit

      4.1         Insignia Systems, Inc. 1990 Stock Plan, as amended

      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:

            (i) To include any prospectus required by Section 10(a)(3) of the
      Securities Act of 1933;

            (ii) To reflect in the prospectus any facts or events arising after
      the effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represents a fundamental change in the information set forth in the
      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;

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference 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.

<PAGE>


(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.

<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 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 December 31,
1997.

                                                  INSIGNIA SYSTEMS, INC.

                                                  By /s/ G.L. Hoffman
                                                     ---------------------------
                                                     G.L. Hoffman, President

                                POWER OF ATTORNEY

      The undersigned officers and directors of Insignia Systems, Inc. hereby
constitute and appoint G.L. Hoffman 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 31st day of December, 1997.

Signature                        Title
---------                        -----

/s/ G.L. Hoffman                 Chief Executive Officer and
-----------------------          Secretary
G.L. Hoffman

/s/ John Whisnant                Vice President of Finance and Chief Financial
-----------------------          Officer (Principal Financial and Accounting
John Whisnant                    Officer)

/s/ Erwin Kelen                  Director
-----------------------          
Erwin Kelen

/s/ Donald E. Schultz            Director
-----------------------          
Donald E. Schultz

/s/ Gordon Stofer                Director
-----------------------          
Gordon Stofer

/s/ Frank Trestman               Director
-----------------------          
Frank Trestman
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As filed with the Securities and Exchange Commission on January 6, 1998

                                                     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.)

                             10801 RED CIRCLE DRIVE
                              MINNETONKA, MN 55343
              (Address of Principal Executive Offices and zip code)
                          ----------------------------
                             INSIGNIA SYSTEMS, INC.
                                 1990 STOCK PLAN
                            (Full title of the Plan)
                          ----------------------------
            G. L. Hoffman                                  Copy to:
              President
         Insignia Systems, Inc.                        Richard D. McNeil
         10801 Red Circle Drive                        Kristin L. Johnson
          Minnetonka, MN  55343                   Lindquist & Vennum P.L.L.P.
             (612) 553-3200                            4200 IDS Center
 (Name, address, including zip code and             80 South Eighth Street
  telephone number of agent for service)             Minneapolis, MN 55402
                                                         (612) 371-3211

                         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(1)         Fee
------------------------------------------------------------------------------
Common Stock,     300,000 shares(2)    $1.31(1)    $393,750        $117
$.01 par value
------------------------------------------------------------------------------

(1)   Estimated solely for the purpose of determining the registration fee
      pursuant to Rule 457(c) and (h) and based upon the closing price of the
      Company's Common Stock on the Nasdaq National Market System on January 2,
      1998.

(2)   520,000 shares were registered on Form S-8 (No. 33-47003) on April 6,
      1992, 100,000 shares were registered on Form S-8 (No. 33-92376) on May 16,
      1995 and 300,000 shares are being registered herewith.
INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
                                  BY REFERENCE

      A Registration Statement on Form S-8 (File No. 33-47003) was filed with
the Securities and Exchange Commission on April 6, 1992 covering the
registration of 520,000 shares initially authorized for issuance under the
Company's 1990 Stock Plan (the "Plan"). A Registration Statement on Form S-8
(File No. 33- 92376) was filed with the Securities and Exchange Commission on
May 16, 1995 covering the registration of an additional 100,000 shares
authorized for issuance under the Plan. Pursuant to General Instruction E of
Form S-8, this Registration Statement is being filed to register the additional
300,000 shares authorized under the Plan. An amendment to the Plan to increase
the number of shares under the Plan by 300,000 shares was authorized by the
Company's Board of Directors and was approved by the shareholders on May 9,
1996. This Registration Statement should also be considered a post-effective
amendment to the prior Registration Statements. The contents of the prior
Registration Statements are incorporated herein 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, 1996.

      (b)   The Definitive Proxy Statement dated April 5, 1997 for the Annual
            Meeting of Shareholders held on May 8, 1997.

      (c)   The Quarterly Reports of the Company on Form 10-Q for the quarters
            ended March 31, 1997, June 30, 1997 and September 30, 1997.

      (d)   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         Insignia Systems, Inc. 1990 Stock Plan, as amended

      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:

            (i) To include any prospectus required by Section 10(a)(3) of the
      Securities Act of 1933;

            (ii) To reflect in the prospectus any facts or events arising after
      the effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represents a fundamental change in the information set forth in the
      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;

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference 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, 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 December 31,
1997.

                                                  INSIGNIA SYSTEMS, INC.

                                                  By /s/ G.L. Hoffman
                                                     ---------------------------
                                                     G.L. Hoffman, President

                                POWER OF ATTORNEY

      The undersigned officers and directors of Insignia Systems, Inc. hereby
constitute and appoint G.L. Hoffman 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 31st day of December, 1997.

Signature                        Title
---------                        -----

/s/ G.L. Hoffman                 Chief Executive Officer and
-----------------------          Secretary
G.L. Hoffman

/s/ John Whisnant                Vice President of Finance and Chief Financial
-----------------------          Officer (Principal Financial and Accounting
John Whisnant                    Officer)

/s/ Erwin Kelen                  Director
-----------------------          
Erwin Kelen

/s/ Donald E. Schultz            Director
-----------------------          
Donald E. Schultz

/s/ Gordon Stofer                Director
-----------------------          
Gordon Stofer

/s/ Frank Trestman               Director
-----------------------          
Frank Trestman