UNITED STATES               OMB APPROVAL
                        SECURITIES AND EXCHANGE COMMISSION     OMB Number:
                                                               3235-0145
                              WASHINGTON, D.C. 20549           Expires: December
                                                               31, 2005
                                   SCHEDULE 13G                Estimated average
                                  (RULE 13D-102)               burden hours per
                                                               response. . 11



             INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                             INSIGNIA SYSTEMS, INC.
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                    45765Y105
                                 (CUSIP Number)

                                DECEMBER 3, 2004
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

   [ ]   Rule 13d-1(b)
   [X]   Rule 13d-1(c)
   [ ]   Rule 13d-1(d)


The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).




CUSIP NO.  45765Y105

     1.     NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
            PERSONS (ENTITIES ONLY)

            Potomac Capital Management LLC
            13-3984298

     2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

            (A)     [  ]
            (B)     [  ]

     3.     SEC USE ONLY

     4.     CITIZENSHIP OR PLACE OF ORGANIZATION

            New York

NUMBER OF          5.   SOLE VOTING POWER
SHARES                  0
BENEFICIALLY
OWNED BY           6.   SHARED VOTING POWER
EACH                    1,019,700 shares of Common Stock
REPORTING
PERSON WITH        7.   SOLE DISPOSITIVE POWER
                        0

                   8.   SHARED DISPOSITIVE POWER
                        1,019,700 shares of Common Stock

     9.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            1,019,700 shares of Common Stock

     10.    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
            (SEE INSTRUCTIONS)  [ ]

     11.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            6.8%

     12.    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

            HC; OO (Limited Liability Corporation)






                                        2



 CUSIP NO.  45765Y105

     1.     NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
            PERSONS (ENTITIES ONLY)

            Potomac Capital Management Inc.
            13-3984786

     2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

            (A)     [  ]
            (B)     [  ]

     3.     SEC USE ONLY

     4.     CITIZENSHIP OR PLACE OF ORGANIZATION

            New York

NUMBER OF          5.   SOLE VOTING POWER
SHARES                  0
BENEFICIALLY
OWNED BY           6.   SHARED VOTING POWER
EACH                    1,019,700 shares of Common Stock
REPORTING
PERSON WITH        7.   SOLE DISPOSITIVE POWER
                        0

                   8.   SHARED DISPOSITIVE POWER
                        1,019,700 shares of Common Stock

     9.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            1,019,700 shares of Common Stock

     10.    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
            (SEE INSTRUCTIONS)  [ ]

     11.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            6.8%

     12.    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

            HC; CO



                                        3



CUSIP NO. 45765Y105

     1.     NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
            PERSONS (ENTITIES ONLY)

            Paul J. Solit

     2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

            (A)     [  ]
            (B)     [  ]

     3.     SEC USE ONLY

     4.     CITIZENSHIP OR PLACE OF ORGANIZATION

            U.S.

NUMBER OF          5.   SOLE VOTING POWER
SHARES                  0
BENEFICIALLY
OWNED BY           6.   SHARED VOTING POWER
EACH                    1,019,700 shares of Common Stock
REPORTING
PERSON WITH        7.   SOLE DISPOSITIVE POWER
                        0

                   8.   SHARED DISPOSITIVE POWER
                        1,019,700 shares of Common Stock


     9.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            1,019,700 shares of Common Stock

     10.    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
            (SEE INSTRUCTIONS)  [     ]

     11.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            6.8%

     12.    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

            IN; HC






                                        4



ITEM 1.
           (A)  NAME OF ISSUER

                Insignia Systems, Inc.

           (B)  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
                6470 Sycamore Court North
                Maple Grove, MN 55367

ITEM 2.
           (A)  NAME OF PERSON FILING

                This statement is being filed by (i) Potomac Capital Management
                LLC; (ii) Potomac Capital Management Inc.; and
                (iii) Paul J. Solit

           (B)  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

                (i), (ii), and (iii)

                153 E. 53rd Street,
                26th Floor
                New York, New York 10022

           (C)  CITIZENSHIP

                (i) New York 
                (ii) New York 
                (iii) U.S.

           (D)  TITLE OF CLASS OF SECURITIES

                Common Stock, par value $0.01 per share

           (E)  CUSIP NUMBER

                45765Y105

ITEM 3.    Not Applicable



ITEM 4.      OWNERSHIP
PROVIDE THE FOLLOWING INFORMATION REGARDING THE AGGREGATE NUMBER AND PERCENTAGE
OF THE CLASS OF SECURITIES OF THE ISSUER IDENTIFIED IN ITEM 1.

         Potomac Capital Management LLC
         Potomac Capital Management Inc.
         Paul J. Solit

         (A)  AMOUNT BENEFICIALLY OWNED:    1,019,700 shares of Common Stock
         (B)  PERCENT OF CLASS:    6.8%
         (C)  NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

              (i)   SOLE POWER TO VOTE OR TO DIRECT THE VOTE 0
              (ii)  SHARED POWER TO VOTE OR TO DIRECT THE VOTE 1,019,700
                    shares of Common Stock.
              (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
                    0
              (iv)  SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
                    1,019,700 shares of Common Stock.


                                        5



ITEM 5.      OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this Statement is being filed to report the fact that as of the date hereof
the Reporting Persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [X]


ITEM 6.      OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

             Not Applicable.

ITEM 7.      IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
             ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
             COMPANY OR CONTROL PERSON

             See Exhibit A attached hereto.

ITEM 8.      IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

             Not Applicable.

ITEM 9.      NOTICE OF DISSOLUTION OF GROUP

             Not Applicable.

ITEM 10.     CERTIFICATION

By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.




                                        6



                                    SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.


Dated this 7th day of December, 2004


                                         POTOMAC CAPITAL MANAGEMENT LLC

                                         By:    /s/      Paul J. Solit
                                               -------------------------------
                                                Paul J. Solit, Managing Member


                                         POTOMAC CAPITAL MANAGEMENT INC.

                                         By:    /s/     Paul J. Solit
                                               -------------------------------
                                               Paul J. Solit, President


                                         PAUL J. SOLIT

                                         By:    /s/ Paul J. Solit
                                               -------------------------------
                                                Paul J. Solit





EXHIBIT INDEX

The following exhibits are filed with this report on Schedule 13G:

Exhibit A    Identification of entities which acquired the shares which are the
             subject of this report on Schedule 13G

Exhibit B    Joint Filing Agreement dated December 7, 2004 among Potomac Capital
             Management LLC, Potomac Capital Management, Inc. and Paul J. Solit