SecProbe.io

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January 20, 2005

Ms. Linda Cvrkel
Branch Chief
Mail Stop 03-05
United States Securities and Exchange Commission
Washington, D.C. 20549

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

Dear Ms. Cvrkel:

         Groen Brothers Aviation, Inc. (the "Company") has received your comment
letter dated January 6, 2005 (copy attached as Exhibit A to this letter), and we
respectfully submit our responses to the comments. Our responses are numbered to
correspond to the numbered comments in your letter.

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

Item 6.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------

Results of Operations, page 13
------------------------------

1. In addition to cash compensation, the Company has a deferred compensation
plan for certain of its senior executive officers that accrues additional
salary. The deferred compensation accrued is payable in part or in whole only by
resolution of the Company's Board of Directors. Through June 30, 2004, the Board
of Directors has not authorized payment of any of the deferred compensation, and
will not authorize payments until the Board determines such payment would be
prudent in light of the Company's financial condition and availability of cash.

         GROEN BROTHERS AVIATION, INC. 2640 W. California Ave., Suite A,
         Salt Lake City, Utah 84101, (801) 973-0177, Fax (801) 973-4027

                                        1

<PAGE>

         The accrual of deferred compensation through June 30, 2004 includes
amounts for five executive officers, with amounts originating from fiscal year
1998 for some officers and from fiscal years 2000 and 2001 for others. In fiscal
year 2001, the Company began accruing interest expense on the unpaid deferred
compensation at the rate of 8% per annum. The accrual of interest expense was
discontinued on July 1, 2004. At June 30, 2004, deferred compensation and
accrued interest were as follows:

                                         Deferred
              Name and Position        Compensation         Accrued Interest
-----------------------------------------------------------------------------
David Groen
   President and Chief
   Executive Officer                     $1,060,937                  $224,711
-----------------------------------------------------------------------------
Jay Groen
   Chairman of the Board                    432,220                    97,531
-----------------------------------------------------------------------------
Jim Mayfield
   Vice President of Subsidiary
   Corporation                              699,771                   118,466
-----------------------------------------------------------------------------
Robin Wilson
   Vice President of Subsidiary
   Corporation                              352,973                    41,158
-----------------------------------------------------------------------------
Nathan Drage
   Chief Legal Counsel                        6,500                        --
-----------------------------------------------------------------------------
Totals                                   $2,552,401                  $481,866
--------------------------------------=======================================

         The deferred compensation is included in accrued compensation and the
accrued interest on the deferred compensation is included in accrued related
party interest in the detail of accrued expenses in Note 4 to the consolidated
financial statements as of June 30, 2004. The deferred compensation arrangement
has also been disclosed in Item 10, Executive Compensation, in our Form 10-KSB.

         In future filings, we will disclose more fully the nature of the
deferred compensation, the basis for accruing interest on the deferred
compensation, and the rate and amount of accrued interest. In our Management's
Discussion and Analysis of Financial Condition and Results of Operations we will
use the term "deferred compensation" rather than "payroll" to clarify the
disclosure.

Item 8A.  Controls and Procedures, page 18
------------------------------------------

2. The material weakness disclosed in Item 8A, Controls and Procedures resulted
from the failure of the Company's executive officers responsible for financial
reporting to timely analyze and record the accounting and financial reporting
consequences of two transactions occurring in the second quarter of fiscal year
2004: (1) the change in terms of the Company's Series B Preferred Stock and (2)
an amendment to the Company's Common Stock Purchase Agreement Dated November 7,
2000.

                                       2
<PAGE>

         As disclosed in Note 9 to the Notes to Consolidated Financial
Statements for the year ended June 30, 2004, the Company and the holders of the
Company's Series B Preferred Stock agreed to modifications to the features of
the Series B Preferred Stock, and the Company amended its Articles of
Incorporation to, among other changes, require that all redemptions of the
Series B Preferred Stock be made wholly in cash. When originally issued in
February 2002, the Company had the option to pay the redemption price of the
Series B Preferred Stock, for a premium, in registered, unrestricted, shares of
common stock of the Company, with a redemption price equal to 125% of the Stated
Value of the Series B Preferred Shares plus 125% of all accrued but unpaid
dividends. Because of its restrained cash position, the Company anticipated the
redemption of the Series B Preferred Stock with shares of its common stock and,
therefore, computed accretion of the anticipated premium, using the
straight-line method, over the life of Series B Preferred Stock beginning in
February 2002.

         While preparing the disclosure for the Series B Preferred Stock and
further analyzing the financial statement results for the changes to the
features of the Series B Preferred Stock during the audit of the Company's
consolidated financial statements for the year ended June 30, 2004, the Chief
Financial Officer of the Company noted that the Company should have discontinued
the accretion of the anticipated premium when the changes in the features of the
Series B Preferred Stock occurred in the second quarter. As disclosed in Note 21
to the consolidated financial statements, adjusting entries totaling $478,000
were recorded in the fourth quarter in the Company's consolidated statement of
operations to eliminate the excess accretion related to the anticipated premium.

         In addition, during the audit of the Company's consolidated financial
statements for the year ended June 30, 2004, the Company's external auditors
advised the Company that the amendments to the Common Stock Purchase Agreement
Dated November 7, 2000 made in the second quarter of the Company's fiscal year
2004 resulted in this agreement being subject to the accounting requirements of
SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics
of Both Liabilities and Equity", which the Company adopted during the year. As a
result, the Company had failed to record a liability for the put option feature
of this agreement. The Company estimated the value of its obligation under the
put option using the Black-Scholes pricing model, and, as disclosed in Note 21
to the consolidated financial statements, recorded an adjustment of $1,148,000
in the fourth quarter.

         In future filings, the Company will more fully disclose the problems
that resulted in these fourth quarter adjustments and that were reported as
material weaknesses.

                                       3
<PAGE>

                  The Company reported in its Quarterly Report on Form 10-QSB
for the quarter ended September 30, 2004, that "during the first quarter of
fiscal year 2005, the Company has continued to implement changes to improve its
internal controls over financial reporting. These changes include, among other
matters, more comprehensive documentation of accounting policies and procedures,
implementation of analytical review procedures, schedules and checklists for the
preparation of interim and annual financial statements, and executive level
review of journal entries."

         More specifically, the Company has implemented the following internal
control procedures:

         o    Made changes in its executive management team to strengthen the
              role of the Chief Financial Officer.

         o    Developed comprehensive checklists for the review of Board of
              Directors unanimous consents and minutes to identify transactions
              that result in accounting entries and footnote disclosure.

         o    Developed procedures for timely submission of agreements and
              documents for all equity and debt transactions to the Chief
              Financial Officer and to the Company's outside auditors, which can
              be timely reviewed and analyzed for financial statement impact and
              disclosure.

         o    Developed procedures requiring the President and CEO to
              communicate at the end of each reporting period to the Chief
              Financial Officer regarding any financing transactions or
              amendments to financing transactions still in progress.

         o    Implemented the use of comprehensive checklists for accounting and
              financial disclosures through subscription to an on-line SEC and
              GAAP compliance service.

         o    Implemented the requirement that all journal entries be reviewed
              by senior level management, including review and approval of
              journal entries prepared by the Chief Financial Officer by the
              President and CEO of the Company.

         The Company believes that the implementation of and compliance with
these controls and procedures will effectively correct the material weaknesses
identified by management and the Company's external auditors.

Item 11.  Security Ownership of Certain Beneficial Owners and Management, page
------------------------------------------------------------------------------
26
--

3. Significant disclosure of the features of the Series A Preferred stock was
provided in Note 22 to the consolidated financial statements, including a
description of the voting features. Each share of the Series A Preferred Stock
entitles the holder to cast one hundred (100) votes on all matters submitted to
the stockholders for a vote, voting together with the holders of the common
stock of the Company as a single class. Currently, the ownership of the Series A
Preferred Stock by the Company's President and Chief Executive Office and its
Chairman provides these two individuals with voting control over matters
submitted to a vote of stockholders. We will revise the notes to the
consolidated financial statements and other sections of the Form 10-KSB in
future filings to more clearly disclose the existence of this voting control.

                                       4
<PAGE>

Item 12. Certain Relationships and Related Transactions, page 27
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4. Voting control by one of the Company's founders, David Groen, had existed
from November 7, 2000 by means of shares of Series A Preferred Stock issued to
him in exchange for a note receivable. The note receivable matured in November
2003, and the President surrendered all Series A Preferred Stock in cancellation
of the note. See Notes 9 and 10 to the consolidated financial statements. The
Board of Directors and management of the Company believed that the continuity of
voting control by the founders of the Company was crucial to the ongoing
operations and growth of the Company. Therefore, on October 8, 2004, the Board
of Directors amended and restated its Articles of Incorporation to change the
rights and terms of its Series A Preferred Stock and approved the issuance of
1,400,000 shares of Series A Preferred Stock to its founders, David and Jay
Groen. See Note 22 to the consolidated financial statements.

         The Board of Directors of the Company, financial management and outside
legal counsel conducted extensive discussions, evaluated several factors, and
considered many uncertainties in arriving at a purchase price of $.05 per share
for the Series A Preferred Stock. Even though the holders of Series A Preferred
Stock may cast one hundred votes on all matters submitted to a vote of
stockholders, voting together with holders of the Company's common stock as a
single class, significant differences in the features and terms of the Series A
Preferred Stock as compared to common stock led the Board to arrive at a
purchase price that was not tied directly to the market price of the Company's
common stock. The purchase of $.05 per share for the Series A Preferred Stock
was set by the Board after consideration of the following:

         o    The voting rights have a limited life, expiring seven years from
              the date of issue.

         o    The Series A Preferred Stock is non-transferable and
              non-assignable.

         o    The Series A Preferred Stock has no dividend or liquidation
              rights.

         o    The Series A Preferred Stock is convertible into shares of common
              stock of the Company on a one-for-one hundred (1:100) basis at a
              conversion price of $.50 per share of common stock. The closing
              price of the Company's common stock on October 8 was $.20 per
              share. The conversion feature was, and still is, significantly
              "under water".

         o    The Series A Preferred Stock is convertible into shares of common
              stock upon, and only upon, the Company reaching significant
              revenue milestones. Conversion is allowed at the rate of 25% of
              the preferred shares for each $30 million in defined cumulative
              gross sales, for a total of $120 million in sales. To date, the
              Company has not had sales in excess of $1 million in any year.

                                       5
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         o    This convertibility is also only available if these significant
              revenue milestones are met within seven years from the date of
              issue of the Series A Preferred Stock.

         o    According to the Company's current business plan, in order to meet
              these significant revenue milestones, the Company must complete
              the FAA or equivalent international certification of its Hawk 4
              gyroplane. Significant investment, estimated currently at $40
              million, and a time frame of approximately 3 years will be
              required to complete this certification. The Company currently has
              no commitment from investors for these funds.

         After consideration of these factors, limitations and uncertainties,
the Board of Directors considered the purchase price of $.05 per share to be
reasonable. The total purchase price of $70,000 was paid to the Company through
offset of a like amount of accrued interest payable to David and Jay Groen. The
notes to the consolidated financial statements of the Company will be expanded
in future filings to disclose how the purchase price was determined and the
nature of the consideration received by the Company.

Statements of Operations, page F-4
----------------------------------

5. The Company adopted SFAS No. 150, "Accounting for Certain Instruments with
Characteristics of Both Liabilities and Equity', effective July 1, 200