Exhibit 3.3
                                  -----------





                                 THIRD RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                          GROEN BROTHERS AVIATION, INC.


         Groen Brothers Aviation,  Inc., a Utah corporation (the  "Corporation")
does hereby amend and restate its Second Amended and Second Restated Articles of
Incorporation in accordance with the Utah Revised Business Corporation Act.

         1. The name of the Corporation is: Groen Brothers Aviation, Inc.

         2. The Second  Restated  Articles of  Incorporation  are hereby further
amended as follows:

              A.  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, as amended by the Second  Amendment to Second
Restated  Articles of Incorporation of this Corporation  filed with the Division
on November  20, 2003 (the  "Second  Restated  Articles of  Incorporation")  are
hereby amended to: (i) change the vote per share  entitlement  under the "Voting
Rights" of the Series A  Preferred  Stock to one  hundred  (100)  votes for each
share of Common Stock issuable upon conversion of the Series A Preferred  Stock;
(ii) change the "Relevant Number" under the "Conversion  Rights" of the Series A
Preferred  Stock to one hundred  (100);  (iii) change the "Per Share  Conversion
Price" under the  "Conversion  Rights" of the Series A Preferred  Stock to fifty
cents ($0.50);  (iv) restate  "revenues"  under the  "Conversion  Rights" of the
Series A Preferred Stock as "cumulative Gross Revenues" defined as "consolidated
gross  revenues  reported  by the  Corporation  and its  subsidiaries  and gross
revenues  reported by an affiliate or joint venture in which the  Corporation or
any  of its  subsidiaries  is a  participant  that  derives  revenues  from  the
technology  developed  by the  Corporation;"  (v)  add a time of  expiration  to
convert  Series A Preferred  Stock into "Common  Shares"  under the  "Conversion
Rights" of the Series A  Preferred  Stock to "seven (7) years from the date they
are  issued  and  will  be   cancelled   by  the   Corporation;"   (vi)   change
transferability upon death under  "Transferability;  Forfeiture" of the Series A
Preferred Stock to include "permanent mental  incapacity," and "temporary mental
incapacity;"  (vii)  change  the  terms  of  transferability  upon  death  under
"Transferability; Forfeiture" of the Series A Preferred Stock to "Upon the death
or permanent  mental  incapacity  of a holder of Series A Preferred  Stock,  all
shares held by such holder shall be divided  between the then existing  Board of
Directors on a pro-rata basis,  based upon the number of months they have served
on the Board,  with the holder's  survivor(s) (if more than one person,  treated
collectively in the aggregate as one person) being included in the same pro-rata
basis  crediting  the  survivor's  "months  served" as those of the  deceased or
permanently mentally incapacitated holder. Upon a temporary mental incapacity of
a holder of Series A Preferred  Stock, all shares will be voted by the remaining
holders of Series A Preferred Stock until the end of the temporary incapacity."

                                       1
<PAGE>

              B. This amendment to the Second Restated Articles of Incorporation
of  the  Corporation   (this   "Amendment")   was  adopted  by  meeting  of  the
Corporation's  Board of  Directors  on October 8, 2004.  Approval  of the Common
Shareholders was not required to authorize this Amendment to the Second Restated
Articles of Incorporation.

         3. The amended Second  Restated  Articles of  Incorporation  are hereby
restated in their entirety in order to effectuate the foregoing as follows:


                                ARTICLE I - NAME
                                ----------------

         The name of the  corporation  is Groen  Brothers  Aviation,  Inc.  (the
"Corporation").


                              ARTICLE II - PURPOSES
                              ---------------------

         The  Purpose of the  Corporation  shall be to conduct any or all lawful
business for which corporations may be organized under the Utah Revised Business
Corporation Act (the "Revised Act").


                          ARTICLE III - CAPITALIZATION
                          ----------------------------

         1. Four Hundred Million  (400,000,000)  shares, having no par value, of
which Two Hundred  Million  (200,000,000)  is designated  "Common Stock" and Two
Hundred Million (200,000,000) is designated "Preferred Stock." Of the authorized
shares of Preferred  Stock,  50,000,000  shares have been designated as Series A
Preferred Stock and 50,000,000 shares have been designated as Series B Preferred
Stock. The Common Stock shall have unlimited  voting rights,  with each share of
Common Stock being  entitled to one vote. The  Corporation's  Board of Directors
shall have the  authority,  without  shareholder  approval,  to set the  rights,
preferences,  and privileges  relating to the Preferred Stock of the Corporation
and take all further  actions with respect  thereto as may be allowed by Section
602 of the Revised Act.

         Description of Class A Preferred Shares:

A. Series A Preferred Stock.

         The  Corporation  shall have a class of Preferred  Stock  designated as
"Series A  Preferred  Stock" (the  "Series A  Preferred  Stock") and does hereby
designate the rights, preferences, privileges and other attributes of the shares
of Series A Preferred Stock, as follows:

              (a) Designation and Number of Shares. The Series A Preferred Stock
shall consist of 50,000,000 shares of the authorized shares of the Corporation's
Preferred Stock, no par value per share.


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<PAGE>

              (b) Dividends.  The Series A Preferred Stock shall not be entitled
to any  dividends,  whether  payable in cash or otherwise,  and no such dividend
shall be paid or declared by the Corporation on the Series A Preferred Stock.

              (c) Voting Rights.  The holders of Series A Preferred  Stock shall
be  entitled  to notice of all  stockholders  meetings  in  accordance  with the
Corporation's  bylaws and shall be entitled to vote on all matters  submitted to
the  stockholders  for a vote  together  with the  holders of the Common  Stock,
voting  together as a single class,  with each share of Common Stock entitled to
one (1) vote per share and each share of Series A  Preferred  Stock  entitled to
one hundred (100) votes for each share of Common Stock issuable upon  conversion
of the Series A Preferred  Stock,  in each case,  as of the record date for such
vote or, if no record date is specified, as of the date of such vote.

              (d)  Liquidation  Rights.  No assets of the  Corporation  shall be
distributed  to the  holders of Series A Preferred  Stock upon any  liquidation,
dissolution, or winding up of the Corporation. For purposes of this paragraph, a
consolidation  or merger of the Corporation with any other  corporation,  or the
sale,  transfer or lease by the Corporation of all or  substantially  all of its
assets,  shall  be  deemed  a  liquidation,  dissolution  or  winding  up of the
Corporation.

              (e) Conversion Rights.

                     (1) Subject to compliance with the conditions to conversion
set forth in subparagraph  (e)(2) below,  any holder of Series A Preferred Stock
may  convert  all or any  portion of the Series A  Preferred  Stock held by such
holder  into a number of shares of Common  Stock  computed  by  multiplying  the
number of shares of Series A Preferred  Stock to be  converted  by the  Relevant
Number then in effect.  The initial  "Relevant  Number" is one hundred (100) (as
the same may be adjusted in accordance with subparagraph (e)(5) below).

                     (2)  Notwithstanding  anything else herein to the contrary,
no  holder  of  Series A  Preferred  Stock  may  convert  any  share of Series A
Preferred Stock held by such holder unless such holder pays to the  Corporation,
together with the surrender of the stock certificate(s)  representing the number
of shares of Series A Preferred  Stock to be  converted,  a cash amount equal to
the Per Share  Conversion  Price for each share of Common  Stock to be issued in
connection with such conversion. The initial Per Share Conversion Price is fifty
cents  ($0.50)  (as the same may be  adjusted in  accordance  with  subparagraph
(e)(5) below). In addition, the right of the holders of Series A Preferred Stock
to convert  their  shares of Series A  Preferred  Stock  shall be limited to the
achievement by the  Corporation of the following  revenue targets (which will be
determined  by the  Corporation  in  accordance  with its  customary  accounting
practices):  Upon the Corporation  achieving  cumulative  "Gross Revenues" of at
least  (i)  thirty  million  dollars  ($30,000,000),  the  holders  of  Series A
Preferred  Stock may  convert up to 25% of their  respective  shares of Series A
Preferred Stock; (ii) sixty million dollars ($60,000,000), the holders of Series
A Preferred Stock may convert up to 50% of their  respective  shares of Series A
Preferred  Stock;  (iii) ninety million  dollars  ($90,000,000),  the holders of
Series A  Preferred  Stock may convert up to 75% of their  respective  shares of
Series  A  Preferred   Stock;   (ii)  one   hundred   twenty   million   dollars
($120,000,000),  the holders of Series A Preferred  Stock may convert up to 100%
of their  respective  shares of Series A Preferred  Stock.  "Gross Revenues" are
defined as  consolidated  gross  revenues  reported by the  Corporation  and its
subsidiaries  and gross  revenues  reported by an affiliate or joint  venture in
which the Corporation or any of its  subsidiaries is a participant  that derives
revenues from the technology developed by the Corporation.


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<PAGE>

                     (3) Each  conversion  of Series A Preferred  Stock shall be
deemed to have been  effected  as of the close of  business on the date on which
(i) the certificate or certificates representing the Series A Preferred Stock to
be converted have been surrendered for conversion at the principal office of the
Corporation  and (ii) payment of the Per Share  Conversion  Price then in effect
for each share of Common Stock to be issued in connection  with such  conversion
has been  made to the  Corporation.  At the time  any such  conversion  has been
effected, the rights of the holder of the shares converted as a holder of Series
A  Preferred  Stock shall cease and the Person or Persons in whose name or names
any certificate or certificates for shares of Common Stock are to be issued upon
such  conversion  shall be deemed to have become the holder or holders of record
of the shares of Common Stock represented thereby.

                     (4) As  soon  as  possible  after  a  conversion  has  been
effected,  the  Corporation  shall  deliver  to  the  converting  holder  (i)  a
certificate or  certificates  representing  the number of shares of Common Stock
issuable  by  reason  of  such  conversion  in  such  name  or  names  and  such
denomination or denominations as the converting  holder has specified and (ii) a
certificate  representing  any  shares of Series A  Preferred  Stock  which were
represented by the certificate or  certificates  delivered to the Corporation in
connection with such conversion but which were not converted.

                     (5) If the Corporation at any time subdivides (by any stock
split, stock dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares, the Relevant
Number in effect  immediately prior to such subdivision shall be proportionately
increased (and the Per Share Conversion Price shall be proportionately reduced),
and if  the  Corporation  at any  time  combines  (by  reverse  stock  split  or
otherwise) one or more classes of its outstanding  shares of Common Stock into a
smaller number of shares,  the Relevant  Number in effect  immediately  prior to
such combination shall be proportionately  reduced (and the Per Share Conversion
Price shall be proportionately increased).

                     (6) Shares of Series A Preferred  Stock,  to the extent not
converted into Common Shares, will expire seven (7) years from the date they are
issued and will be cancelled by the Corporation.

              (f) Transferability;  Forfeiture.  No holder of Series A Preferred
Stock  may,  whether  voluntarily  or  involuntarily,  sell,  pledge,  assign or
otherwise transfer (collectively, "Transfer") any of his or her shares of Series
A Preferred  Stock.  Any transfer or attempted  Transfer of such shares shall be
void ab initio.  Upon the death or permanent  mental  incapacity  of a holder of
Series A  Preferred  Stock,  all  shares  held by such  holder  shall be divided
between the then existing Board of Directors on a pro-rata basis, based upon the
number of months they have served on the Board,  with the  holder's  survivor(s)
(if more than one person,  treated  collectively in the aggregate as one person)
being  included in the same  pro-rata  basis  crediting the  survivor's  "months
served" as those of the deceased or permanently mentally  incapacitated  holder.
Upon a temporary mental  incapacity of a holder of Series A Preferred Stock, all
shares will be voted by the remaining  holders of Series A Preferred Stock until
the end of the temporary incapacity.

                                       4
<PAGE>


         B. Series B 15% Cumulative Non-Voting Preferred Stock.

         The Corporation  shall have a series of Preferred  Stock  designated as
"Series B 15% Cumulative  Non-Voting  Preferred  Stock" (the "Series B Preferred
Stock") and does hereby designate the rights, preferences,  privileges and other
attributes of the shares of Series B Preferred Stock, as follows:

              (a) Designation and Number of Shares. The Series B Preferred Stock
shall consist of 50,000,000  shares of the authorized and unissued shares of the
Corporation's Preferred Stock, no par value per share.

              (b) Dividends.

                     (1) The annual rate of  dividends on each share of Series B
Preferred  Stock shall be 15% of its Stated Value.  "Stated  Value" means $1,000
per share of Series B Preferred  Stock or such higher number as may be in effect
pursuant  to the  adjustment  provisions  set forth  below in this  subparagraph
(b)(1). Such dividends,  at the Corporation's  option, may be paid in cash or in
kind in equal  quarterly  payments (as nearly as reasonably may be possible) for
each  quarterly  dividend  period.  Dividends  payable on the Series B Preferred
Stock for any period  more than or less than a full  quarterly  dividend  period
shall be computed on the basis of a 360-day  year  consisting  of twelve  30-day
months.  Dividends  shall  begin to accrue on shares of the  Series B  Preferred
Stock commencing on the earlier of the day of issuance of the shares in question
and  the  date  upon  which  payment  for  such  shares  was  reflected  on  the
Corporation's  books, and shall be payable,  out of funds legally  available for
the payment of dividends,  on March 31, June 30, September 30 and December 31 of
each year (each such date being called a "Dividend  Payment  Date") with respect
to the period ending on the Dividend  Payment Date.  Each such dividend shall be
paid to the holders of record of shares of the Series B Preferred  Stock as they
appear in the stock records of the  Corporation  on the close of business on the
date that is 20 days preceding the relevant  Dividend Payment Date.  Accumulated
but unpaid dividends for any past quarterly dividend periods shall be cumulative
and shall be added to the Stated  Value for  purposes  of  subsequent  quarterly
dividend  calculations.  However,  the Stated  Value shall  revert to $1,000 per
share upon payment of such  accumulated  and unpaid  dividend.  Accumulated  but
unpaid dividends may be declared and paid at any time,  without reference to any
regular  Dividend Payment Date, to holders of record on the close of business on
the date  specified  by the  Board of  Directors  at the time such  dividend  is
declared;  provided,  however, that such date shall not be more than 30 nor less
than 10 days preceding the payment date thereof.

                     (2) So long as any shares of the Series B  Preferred  Stock
are  outstanding,  no  dividends  or  distributions  shall,  for any period,  be
declared, paid or set apart for payment, and no other distribution shall be made
on any other class or series of the  Corporation's  capital stock, and no shares
of any  other  class or  series  of the  Corporation's  capital  stock  shall be
redeemed,   purchased  or  otherwise   acquired  by  the   Corporation  for  any
consideration  (except by  conversion  into or exchange for capital stock of the
Corporation  ranking  junior to the Series B  Preferred  Stock as to  dividends,

                                       5
<PAGE>

redemptions and liquidation  rights,) unless full cumulative dividends have been
or  contemporaneously  are declared and paid on the Series B Preferred  Stock in
cash or in kind for all dividend payment periods  terminating on or prior to the
date of payment of such dividends (and a cash sum or in kind amount,  sufficient
for  payment  of the  dividends  due and  owing  to  such  holders  on the  next
succeeding Dividend Payment Date is set aside for such payment).

              (c) Voting  Rights.  The holders of the Series B  Preferred  Stock
shall have no voting  rights  with  regard to shares of the  Series B  Preferred
Stock,  other than those  voting  rights  otherwise  provided  herein and voting
rights provided under applicable laws.

              (d) Liquidation Rights.

                     (1)   Subject  to  the  rights  of   creditors,   upon  the
dissolution,  liquidation  or  winding  up of the  Corporation  (a  "Liquidation
Event"),  the holders of shares of Series B Preferred Stock shall be entitled to
receive  and to be paid  out of the  assets  of the  Corporation  available  for
distribution to its  stockholders,  before any payment or distribution  shall be
made on any other class or series of the Corporation's  capital stock, an amount
in cash,  equal to the  Stated  Value of the Series B  Preferred  Stock plus all
accrued but unpaid dividends thereon to the date of final distribution.

                     (2) For the purposes of this  paragraph  (d), a Liquidation
Event shall be deemed to include (a) any sale, transfer or issuance or series of
sales,  transfers and/or  issuances of Common Stock or Common Stock  Equivalents
(as hereinafter defined) by the Corporation or any holders thereof which results
in any person or "group" of persons  obtaining  "beneficial  ownership"  (as the
terms "group" and "beneficial  ownership" are defined and interpreted  under the
Securities  Exchange  Act  of  1934)  of  more  than  50% of  the  Common  Stock
outstanding  on a  fully-diluted  basis at the time of such  sale,  transfer  or
issuance or series of sales, transfers and/or issuances,  but only to the extent
that any such  transaction or series of  transactions  concludes  after June 30,
2002, (b) any sale or transfer of more than 50% of the assets of the Corporation
and  its  subsidiaries  on a  consolidated  basis  (measured  by book  value  in
accordance with generally accepted accounting  principles  consistently applied)
in any  transaction  or series of  related  transactions,  or (c) any  merger or
consolidation to which the Corporation is a party,  except for a merger in which
the holders of the Corporation's  outstanding capital stock immediately prior to
the  merger  continue  to  own  the  Corporation's   outstanding  capital  stock
possessing the voting power (under ordinary  circumstances)  to elect a majority
of the  Corporation's  Board of  Directors.  "Common  Stock  Equivalents"  means
securities directly or indirectly convertible into or exchangeable for shares of
Common Stock.

                     (3)  After  the  payment  to the  holders  of shares of the
Series B Preferred Stock of the full  preferential  amounts provided for in this
paragraph (d), the holders of the Series B Preferred Stock as such shall have no
right or claim to any of the  remaining  assets of the  Corporation.

                     (4) In the event the  assets of the  Corporation  available
for distribution to the holders of shares of the Series B Preferred Stock upon a
Liquidation  Event are  insufficient  to pay in full all  amounts  to which such
holders are entitled pursuant to this paragraph (d), no such distribution  shall
be made on account of any shares of any other  class or series of capital  stock
of the Corporation.


                                       6
<PAGE>

              (e) Mandatory Redemption.

                     (1) On the first to occur of (i) October 31,  2005,  (ii) a
Liquidation  Event, or (iii) the date that is six (6) months  following the date
on  which  the  Corporation  or any  one or more  of its  Affiliate(s)  receives
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.


                                        7
<PAGE>

                     (2) Dividends After  Redemption  Date. No share of Series B
Preferred  Stock shall be entitled to any dividends  accruing  after the date on
which  the  Redemption  Price is paid to the  holder  of such  share of Series B
Preferred  Stock.  On such date,  all  rights of the holder of such share  shall
cease with  respect to such  share and such  share of Series B  Preferred  Stock
shall no longer be deemed to be issued and outstanding.

             (f) Optional Redemption Following an Event of Default.

                     (1) If an Event of Default (as defined below) has occurred,
all of the Series B Preferred  Stock then held by a holder shall,  at the option
of such holder,  be subject to redemption by the Corporation upon written notice
from such holder to the  Corporation.  The  Corporation  shall be obligated,  no
later  than  the  third  business  day  following  receipt  of  such  notice  of
redemption,  to pay to the holder thereof (upon  surrender by such holder at the
Corporation's  principal  office of the  certificate  representing  the redeemed
shares)  an  amount  in cash  equal to the  aggregate  Redemption  Price of such
shares.  If the funds of the  Corporation  legally  available for redemption are
insufficient  to redeem the total  number of shares to be redeemed on such date,
those  funds which are legally  available  therefor  shall be used to redeem the
maximum  possible  number of shares  pro rata  among  the  holders.  At any time
thereafter  when additional  funds of the Corporation are legally  available for
the  redemption of shares,  such funds shall  immediately  be used to redeem the
balance of the shares which the Corporation  has become  obligated to redeem but
which it has not redeemed.

                     (2) In furtherance  and not in limitation of the foregoing,
if any Event of Default has  occurred,  each holder of Series B Preferred  Stock
shall also have any other  rights  which such  holder is  entitled  to under any
contract or  agreement  at any time and any other  rights  which such holder may
have pursuant to applicable law.

                     (3) Each of the  following  shall  constitute  an "Event of
Default" for purposes hereof:

                           (i) the  Corporation  breaches or otherwise  fails to
perform or observe any  covenant or  agreement  set forth herein or in either of
the  Securities  Exchange  Agreements  (as defined below) for the benefit of the
holders  of Series B  Preferred  Stock and such  breach or failure to perform or
observe such  covenant or agreement  is not cured by the  Corporation  within 30
days  after  written  notice  of such  breach or  failure  is  delivered  to the
Corporation  by any holder of Series B  Preferred  Stock.  "Securities  Exchange
Agreements" means (i) that certain Securities  Exchange  Agreement,  dated as of
February 4, 2002 among the  Corporation,  Epsilon  Global Active Fund,  Ltd. and
Epsilon  Global  Active  Fund,  L.P and (ii) that  certain  Securities  Exchange
Agreement,  dated as of  February  4, 2002,  among the  Corporation  and Capital
Strategies Fund Ltd.; or

                           (ii) any  representation or warranty contained in the
Securities Exchange Agreements is false or misleading in any respect on the date
made or reaffirmed.

                     (4) Dividends After  Redemption  Date. No share of Series B
Preferred  Stock shall be entitled to any dividends  accruing  after the date on
which  the  Redemption  Price is paid to the  holder  of such  share of Series B
Preferred  Stock.  On such date,  all  rights of the holder of such share  shall
cease with  respect to such  share and such  share of Series B  Preferred  Stock
shall no longer be deemed to be issued and outstanding.


                                       8
<PAGE>

              (g)  Ranking.  All  capital  stock of any  class or  series of the
Corporation  shall be deemed to rank  junior to shares of the Series B Preferred
Stock as to dividends,  redemptions  and upon  liquidations,  unless the express
terms of such class or series of capital stock specify that such stock is senior
to or on parity  with the  Series B  Preferred  Stock and (ii) the terms of such
capital stock are approved in writing by 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.

              (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


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<PAGE>

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
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.

              (i) Payments Due on Saturday,  Sunday or Legal Holidays. In case a
Dividend  Payment  Date for the Series B Preferred  Stock shall be a Saturday or
Sunday,  the payment of any dividend on the Series B Preferred Stock need not be
made on such date, but may be made on the next succeeding  business day with the
same force and effect as if made on such Dividend Payment Date.


                          ARTICLE IV - REGISTERED AGENT
                          -----------------------------

         The  address of the  registered  office of the  Corporation  is 2640 W.
California Ave., Suite A, Salt Lake City, Utah 84104. The name of the registered
agent of the Corporation at that address is David L. Groen.



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<PAGE>

                      ARTICLE V - LIMITATIONS OF LIABILITY

         To the fullest  extent  permitted  by Section 841 of the Revised Act, a
director of the  Company  shall not be  personally  liable to the Company or its
shareholders  for  monetary  damages for any action taken or any failure to take
any action as a director,  except  liability  for: (i) the amount of a financial
benefit  received by a director to which such director is not entitled;  (ii) an
intentional  infliction  of harm on the  Company  or the  shareholders;  (iii) a
violation of Section 842 of the Revised Act; or (iv) an intentional violation of
criminal law. If the laws of the State of Utah are amended after the adoption of
these  Articles  of   Incorporation   to  authorize   corporate  action  further
eliminating or limiting the personal liability of directors,  then the liability
of a director  of the  Company  shall be  eliminated  or limited to the  fullest
extent permitted by the laws of the State of Utah, as so amended.  Any repeal or
modification of the foregoing paragraph by the shareholders of the Company shall
not  adversely  affect  any right or  protection  of a director  of the  Company
existing at the time of such repeal or modification.

         3. This restatement contains an amendment.

         4. This restatement was approved by the Board of Directors by Action by
Written  Unanimous  Consent  dated October 8, 2004.  Shareholder  action was not
required pursuant to Utah Code Annotated ss.16-10a-1007(1).

         IN WITNESS  WHEREOF,  the  undersigned  has executed this Amendment and
Third Restated Articles of Incorporation of the Corporation as of the 8th day of
October, 2004

                                             GROEN BROTHERS AVIATION, INC.


                                             By: /s/ David L. Groen
                                                -------------------
                                                   DAVID L. GROEN,
                                                   President & CEO


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