SecProbe.io

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										February 7, 2005

Via US Mail and Facsimile

Dennis P. Gauger
Chief Financial Officer and Secretary
2640 W. California Avenue, Suite A
Salt Lake City, Utah 84104-4593

Re:	Groen Brothers Aviation, Inc.
	Form 10-KSB for the fiscal year ended June 30, 2004
      Form 10-Q for the quarter ended September 30, 2004
	Commission file #: 000-18958

Dear Mr. Gauger:

We have reviewed your January 20, 2005 response letter and have
the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If
you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary.  We also
ask
you to provide us with supplemental information so we may better
understand your disclosure.  Please be as detailed as necessary in
your explanation.  We look forward to working with you in these
respects and welcome any questions you may have about any aspects
of
our review.

* * * * * * * * * * * * * * * * * * * * * * *

Form 10-KSB for the year ended June 30, 2004

Consolidated Statement of Stockholders` Deficit

1. We note from your response to comment 7 that you have not
assigned
a value to certain shares of restricted common stock because they
have been issued as collateral for certain notes payable.
However,
it appears from the statements of operations that you are
including
these shares of restricted common stock in your calculation of
weighted average shares outstanding for purposes of your earnings
per
share calculation.  Based on your response to our comment and the
fact that these shares do not have an assigned value, please
supplementally tell us your basis for including these shares in
the
amount of weighted average shares outstanding included in the
earnings per share calculation.

Notes to the Financial Statements

Note 21.  Significant Fourth Quarter Adjustments

2. We note the Company`s responses to our prior comment numbers 2
and
18. However, we do not concur with the Company`s conclusion that
the
adjustments for the Series B Preferred Stock and the put option
liability recognized during the fourth quarter of 2004, which
related
to the Company`s second and third quarters, were not material in
relation to the Company`s consolidated results of operations and
net
losses for the applicable quarters or the related year to date
periods. Given the significant period of time which has elapsed
since
the affected periods, we will not object to the Company`s decision
not to restate its Quarterly Reports on Form 10-QSB for the
affected
periods. However, to the extent that the reported results for the
affected periods are included in future filings, please ensure
that
the results for the affected periods are restated to correct the
errors described in your response and in Note 21. The notes to the
financial statements should also be revised to explain the nature
of
the errors for which corrections have been made in the restated
financial statements. Refer to the requirements of paragraph 37 of
APB 20.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comments
and
provides any requested supplemental information.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact Claire Lamoureux at 202-824-5663 or me at 202-942-
1936 if you have questions.
								Sincerely,

								Linda Cvrkel
								Branch Chief
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Groen Brothers Aviation, Inc.
February 7, 2005
Page 1

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