SecProbe.io

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        GROEN BROTHERS AVIATION

        Stock Symbol:  GNBA    www.gbagyros.com

April 1, 2005

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

Re:      Groen Brothers Aviation, Inc.
         Form 10-KSB for the fiscal year ended June 30, 2004 Forms 10-QSB for
         the quarters ended September 30, and December 31, 2004 Commission file
         # 000-18958

Dear Ms. Cvrkel:

         Groen Brothers Aviation, Inc. (the "Company") has received your comment
letter dated March 4, 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

Note 8. Debt
------------

1. In Note 8 to the Company's Condensed Consolidated Financial Statements
included in Form 10-QSB for the quarter ended December 31, 2004, the Company
disclosed that it was delinquent in making payments on notes payable totaling
$1,338,000, which notes were included in related party notes payable and
long-term debt.

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

                                       1
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         The past due debt of $1,338,000 at December 31, 2004 is comprised of
the following:

           Short term notes payable to related parties        $  703,000
           Short-term notes payable                              113,000
           Current portion of long-term debt                     112,000
                                                             ------------

              Total included in current liabilities              928,000

           Long-term debt                                        410,000
                                                             -----------

           Total                                              $1,338,000
                                                             ============

         Of the past due long-term debt totaling $522,000 ($112,000 current
portion plus $410,000 long-term portion), $100,000 relates to a note outstanding
since 1991, which is currently in default. The principal is payable at the rate
of 3% of defined revenues. According to the terms of the note, in the event of
default, the lender in its sole and absolute discretion may request payment upon
written notice of default. This lender, a quasi-governmental funding agency, has
to date not provided a notice of default. The Company believes this lender will
continue its support of the Company and will not submit a notice of default. The
Company will attempt to obtain a written waiver from this lender stating the
lender will not provide a written letter of default for a period in excess of
one year from the next reporting period (March 31, 2005). In the event the
Company is unsuccessful in obtaining such a waiver, the entire $100,000 will
prospectively be classified as a current liability.

         The remaining past due long-term debt of $422,000 consists of four
notes payable to stockholders of the Company.

         The first note payable to stockholder of $224,000 is payable in 24
monthly installments of $10,544, beginning in January 2005, and therefore was
not delinquent until the January 2005 payment was missed.

         The second note payable to stockholder of $110,000 is payable in 24
monthly installments of $5,076, beginning in October 2004, and therefore was not
delinquent until the October 2004 payment was missed.

         The third note payable to stockholder of $33,000 is payable in 24
monthly installments of $1,523, beginning in November 2004, and therefore was
not delinquent until the November 2004 payment was missed.

         The fourth note payable to stockholder of $55,000 is payable in 24
monthly installments of $1,523, beginning in November 2004, and therefore was
not delinquent until the November 2004 payment was missed.

                                       2
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         The Company will attempt to bring these monthly payments current by the
time the Form 10-QSB for the quarter ended March 31, 2005 is filed, or
alternatively, seek to obtain a written waiver from these lenders stating the
lenders will not provide a written letter of default for a period in excess of
one year from March 31, 2005. The Company believes these stockholders will
continue their support of the Company and will not submit a notice of default.
In the event the Company is unsuccessful in obtaining a written waiver, the
entire balance of these notes payable of $422,000 will prospectively be
classified as a current liability.

         In connection with responding to your comments above, we provide the
following statement from the Company acknowledging that:

         o    The Company is  responsible  for the  adequacy and accuracy of the
              disclosures in the filings;

         o    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

         o    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.

         Please contact me directly at (801) 973-0177 should you have questions
or need additional information.

Yours truly,

/s/Dennis P. Gauger
Dennis P. Gauger
Chief Financial Officer

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