Exhibit 3.5
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                               SECOND AMENDMENT TO

                                 THIRD RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                          GROEN BROTHERS AVIATION, INC.


         Pursuant to authority  expressly  granted to and vested in the Board of
Directors of Groen Brothers  Aviation,  Inc. (the  "Corporation") by the Amended
and Restated  Articles of  Incorporation  of the Corporation and pursuant to the
Utah Revised Business Corporation Act (the "Act"), the Corporation hereby adopts
the following Second Amendment to its Third Restated Articles of Incorporation:

         A. The name of this corporation is Groen Brothers Aviation, Inc.

         B The Third  Restated  Articles of  Incorporation  of this  Corporation
filed  with  the  Utah  Division  of  Corporations   and  Commercial  Code  (the
"Division")  on October 12, 2004, as amended by the Amendment to Third  Restated
Articles of Incorporation of this Corporation filed with the Division on January
31, 2005, (the "Third Restated  Articles of  Incorporation")  are hereby further
amended to: (i) extend the "maturity  date" of the Series B Preferred Stock from
October 31, 2005 to January 1, 2007.

         C.  This  Second   Amendment   to  the  Third   Restated   Articles  of
Incorporation of the Corporation (this "Amendment") was adopted by (i) unanimous
written consent of the Corporation's  Board of Directors on October 11, 2005 and
(ii) the  holders  of in  excess  of  eighty  percent  (80%) of the  issued  and
outstanding  shares of the Corporation's  Series B Preferred Stock pursuant to a
written  consent  dated  October 11,  2005.  The vote cast by the holders of the
Corporation's  Series  B  Preferred  Stock  was  sufficient  to  authorize  this
Amendment.  In order to effectuate  the  foregoing,  the Amended Third  Restated
Articles of Incorporation are hereby further amended as follows:

1. By deleting Section B(e)(1) of Article III and replacing such section with
the following text:

         (e) Mandatory Redemption.

                     (1) On the first to occur of (i)  January 1,  2007,  (ii) a
Liquidation  Event, or (iii) the date that is six (6) months  following the date
in  which  the  Corporation  or any  one or more  of its  Affiliate(s)  receives

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aggregate  cash proceeds  from one or more  Financing  Transactions  (as defined
below) in excess of fifty million dollars  ($50,000,000)  (the "Maturity Date"),
the Corporation  shall be obligated to redeem all issued and outstanding  shares
of Series B Preferred Stock from the holders thereof. For each share of Series B
Preferred Stock, the Corporation shall be obligated to pay to the holder thereof
(upon  surrender  by such holder at the  Corporation's  principal  office of the
certificate  representing  such share of Series B Preferred  Stock) an amount in
cash  equal to the  Stated  Value of such  share  (plus all  accrued  and unpaid
dividends thereon) (the "Redemption  Price"). The Redemption Price must be paid,
in cash,  within  three (3)  business  days  following  the  Maturity  Date.  In
addition,  if the  Corporation or an Affiliate  engages in one or more Financing
Transactions  at any time after the effective  date hereof in which the proceeds
paid to the Corporation or any Affiliate(s) (taken together with the proceeds of
any prior  Financing  Transaction  that occurs after the effective  date hereof)
exceed twenty million dollars  ($20,000,000)  in the aggregate (such  cumulative
amount,  the "Aggregate  Proceeds"),  then the  Corporation  will be required to
redeem,  on the date that is six (6) months  following  the closing date of such
relevant Financing  Transaction,  a percentage of the then outstanding shares of
Series B Preferred Stock (the "Base Number of Outstanding  Shares") equal to the
quotient  determined by dividing the Aggregate  Proceeds by $50,000,000.  On the
date that is six (6) months  following  each  subsequent  occasion  on which the
Corporation or any Affiliate(s)  receives proceeds from a Financing  Transaction
(but in no event  later  than  the  Maturity  Date),  the  Corporation  shall be
required to redeem a number of  additional  shares of Series B  Preferred  Stock
equal to a  percentage  of the Base  Number of  Outstanding  Shares,  where such
percentage  shall equal the quotient  determined  by dividing the amount of such
additional proceeds by $50,000,000.  For example,  (A) if the Aggregate Proceeds
are  $21,000,000 and the Base Number of Outstanding  Shares is 20,000,  then the
Corporation  will be required to redeem 8,400 shares of Series B Preferred Stock
(42% of the Base Number of Outstanding  Shares) and (B) if the Corporation or an
Affiliate  subsequently  receives  an  additional  $10,000,000  from a Financing
Transaction, then the Corporation will be required to redeem an additional 4,000
shares of Series B  Preferred  Stock (an  additional  20% of the Base  Number of
Outstanding  Shares).  All such  partial  redemptions  shall be made in cash and
shall be effected  pro rata among the  holders of the Series B  Preferred  Stock
based on the number of shares of Series B Preferred  Stock held by such holders.
"Financing  Transaction"  means debt,  equity,  stock purchase,  asset purchase,
license,  tender  offer,  merger  or other  transaction  involving  the  assets,
securities  or  shareholders  of  the   Corporation;   provided  that  any  such
transaction  in which (i) the aggregate  proceeds paid to the  Corporation,  its
shareholders or their respective Affiliates is less than $3,000,000 and (ii) the
purchaser,  acquirer,  lender,  licensee  or other  contracting  party is not an
Affiliate  of any other  person or entity  who has,  at any time,  engaged  in a
Financing  Transaction of any dollar amount or value with the  Corporation,  its
shareholders or their respective  Affiliates shall not be considered a Financing
Transaction for purposes hereof.

2. By adding a new Section B(j) to Article III as follows:

              (f)  Company's  Election  to Redeem.  The  Company  shall have the
right,  upon not less than ten (10) days prior written  notice to each holder of
Series B  Preferred  Stock  specifying  (A) the  number  of  shares  of Series B
Preferred  Stock to be  redeemed  from such  holder,  (B) the date on which such
redemption is to occur and (C) the aggregate redemption price to be paid to such
holder on such  redemption  date, to redeem any or all of the shares of Series B


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Preferred  Stock  held  by  such  holder;  provided,   however,  that  any  such
redemption:  (i) must be made for a whole  number of shares;  (ii) must,  if the
number of shares of Series B  Preferred  Stock to be  redeemed  is less than the
entire number of then issued and outstanding shares of Series B Preferred Stock,
reduce the aggregate  outstanding Stated Value of all then outstanding shares of
Series B Preferred Stock by at least Five Hundred Thousand  Dollars  ($500,000);
and  (iii)  must be made pro rata  among  the  holders  of the then  issued  and
outstanding  shares of Series B Preferred  Stock based upon the number of shares
held by such holders.  The price at which each share of Series B Preferred Stock
may be redeemed pursuant hereto shall be the Redemption Price thereof.


         IN  WITNESS  WHEREOF,  this  Second  Amendment  to the  Third  Restated
Articles of  Incorporation of GROEN BROTHERS  AVIATION,  INC. is hereby executed
this 11th day of October 2005.


                                  GROEN BROTHERS AVIATION, INC.



                                  By  /s/ David Groen
                                  -------------------
                                  Name:  David Groen
                                  Title:  President and Chief Executive Officer





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