Exhibit 3.1
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                                  AMENDMENT TO

                                 SECOND 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 Amendment to its Amended and Restated Articles of Incorporation:

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

         B The Second Restated  Articles of  Incorporation  of this  Corporation
filed  with  the  Utah  Division  of  Corporations   and  Commercial  Code  (the
"Division") on June 7, 2002 (the "Articles of Incorporation") are hereby amended
to: (i) extend the "maturity  date" of the Series B Preferred Stock from October
31, 2003 to October 31, 2005, (ii) increase the amount of indebtedness  that the
Corporation  may incur  without the consent of the holders of the  Corporation's
Series B Preferred  Stock from  $18,000,000 to $18,500,000 and (iii) require the
Corporation  to  give  notice  to the  holders  of the  Corporation's  Series  B
Preferred Stock prior to making any capital  expenditures in excess of $300,000,
individually or in a series of related transactions.

         C. This Amendment to the Second 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 6, 2003 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 14,  2003.  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 Second  Restated  Articles of  Incorporation  are
hereby 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  October  31,  2005  (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 the 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



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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").

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

              (h) Consent of Series B Preferred  Stockholders  Required. So long
as  any  shares  of  the  Series  B  Preferred  Stock  remain  outstanding,  the
Corporation  shall  not,  without  obtaining  the prior  written  consent of the
holders of at least eighty percent (80%) in number of the shares of the Series B
Preferred Stock then issued and outstanding,  voting  separately as a class, (i)
adopt any amendment or supplement to its Articles of  Incorporation  or take any
other  action  which would alter or change the  powers,  preferences  or special
rights of the Series B  Preferred  Stock so as to  adversely  affect the holders
thereof,  (ii) issue any additional  shares of Series B Preferred  Stock,  (iii)
create,  authorize or issue (or permit any  subsidiary  to create,  authorize or
issue) any other  class or series of  capital  stock of the  Corporation  or any
subsidiary ranking senior to or on parity with the Series B Preferred Stock with
respect  to  dividend  rights,  redemption  rights or rights  upon  dissolution,
liquidation  or winding up of the  Corporation,  (iv) except as provided  below,
incur or issue  (or  permit  any  subsidiary  to  incur or  issue)  any Debt (as
hereinafter  defined),  (v) use the  proceeds  of any  Debt for  other  than (1)
general working capital  purposes,  (2) capital  expenditures,  (3) repayment of
short-term Debt or (4) the refinance of existing Debt on terms more favorable to
the  Corporation,  or (vi) make any capital  expenditures  that exceed $300,000,
either singularly or in any series of related expenditures,  without giving each
holder  of  Series B  Preferred  Stock  prior  written  notice  of such  capital
expenditure  (such  notice to include a  detailed  description  of the  business
purpose for making such expenditure). Nothwithstanding subsection (h) (v) above,
in no  event  shall  the  proceeds  of any  Debt be used to (i) pay any  amounts
associated  with the Officers  Deferred Salary  Compensation  Plan or (ii) repay
Debt due to an officer,  director or any  "Affiliate" of either of such persons,
other than  repayment  of Debt  associated  with either short term Debt that was
used by the Corporation for its working capital requirements or accrued expenses
or unpaid wages (excluding  amounts associated with the Officers Deferred Salary
Compensation  Plan). "Debt" means (a) all indebtedness of the Corporation or any
of its  subsidiaries  for  borrowed  money (but does not include  those  amounts
associated with "advance deposits" on the sale of the Corporation's  products or
those  amounts  associated  with  the  Corporation's  Officers  Deferred  Salary
Compensation  Plan or accrued  payroll  and payroll  related  expenses or unpaid
director's  fees,  whether or not represented by a note), (b) all obligations of
the Corporation or any of its  subsidiaries  for the deferred  purchase price of
property or  services,  (c) all  obligations  of the  Corporation  or any of its
subsidiaries evidenced by notes, bonds, debentures or other similar instruments,
(d)  all  indebtedness  of the  Corporation  or any of its  subsidiaries  which,
pursuant to any  contract,  agreement,  warrant or option may be converted  into
equity securities of the Corporation,  (e) all obligations of the Corporation or
any of its  subsidiaries  created or arising under any conditional sale or other
title retention  agreement with respect to property  acquired by the Corporation
or any of its subsidiaries, (f) all obligations of the Corporation or any of its
subsidiaries  as lessee under leases that have been or should be, in  accordance
with GAAP,  recorded  as capital  leases,  (g) all  obligations,  contingent  or
otherwise,  of  the  Corporation  or  any  of its  subsidiaries  in  respect  of
acceptances,  letters  of  credit  or  similar  extensions  of  credit,  (h) all



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obligations  of the  Corporation  or any of its  subsidiaries  in respect of any
hedge agreements,  (i) all Debt of others referred to in clauses (a) through (h)
above or clause (j) below guaranteed directly or indirectly in any manner by the
Corporation  or any of its  subsidiaries,  or in effect  guaranteed  directly or
indirectly by the  Corporation or any of its  subsidiaries  through an agreement
(1) to pay or purchase  such Debt or to advance or supply  funds for the payment
or purchase of such Debt,  (2) to purchase,  sell or lease (as lessee or lessor)
property, or to purchase or sell services, primarily for the purpose of enabling
the  debtor to make  payment  of such Debt or to assure  the holder of such Debt
against loss, (3) to supply funds to or in any other manner invest in the debtor
(including any agreement to pay for property or services irrespective of whether
such  property is received or such  services are  rendered) or (4)  otherwise to
assure a creditor  against  loss,  and (j) all Debt  referred  to in clauses (a)
through (i) above  secured by (or for which  holder of such Debt has an existing
right,  contingent  or  otherwise,  to be  secured  by)  any  lien  on  property
(including,  without  limitation,  accounts  and contract  rights)  owned by the
Corporation or any of its  subsidiaries,  even though the  Corporation or any of
its  subsidiaries has not assumed or become liable for the payment of such Debt.
Notwithstanding clause (iv) of this Section B(h) (but subject to clauses (v) and
(vi) of this Section  (B)(h)),  the  Corporation  may incur up to $18,500,000 of
Debt  without  the  consent  of the  holders of the  Series B  Preferred  Stock.
"Affiliate"  means a person,  trust or entity,  controlling,  controlled  by, or
under common control with another  person,  trust or entity.  Officers  Deferred
Salary  Compensation Plan shall mean that plan titled "Officers  Deferred Salary
Compensation Plan" as adopted by the Corporation on October 2, 2003

         IN WITNESS  WHEREOF,  this Second Amendment to the Amended and Restated
Articles of  Incorporation of GROEN BROTHERS  AVIATION,  INC. is hereby executed
this 6th day of October, 2003.


                                           GROEN BROTHERS AVIATION, INC.



                                           By  _____________________________

                                           Name:
                                           Title:


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