SecProbe.io

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										March 4, 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
      Forms 10-Q for the quarter ended September 30, 2004 and
December 31, 2004
	Commission file #: 000-18958

Dear Mr. Gauger:

We have reviewed your February 24, 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 December 31, 2004

Note 8.  Debt

1. We note that you are delinquent in making payments on other
notes
payable totaling $1,338,000 which is included in related party
notes
payable and long-term debt.  Please supplementally tell us how
much
of this amount is included in long-term debt and whether the
default
makes the debt callable.  If the debt is callable due to the
default,
please tell us the basis for classifying the amount as long-term
debt.

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

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.
March 4, 2005
Page 1

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