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EXHIBIT 3.1 Amended Certificate of Incorporation

CERTIFICATE OF AMENDMENT
        OF THE
CERTIFICATE OF INCORPORATION
 OF BALTIA AIR LINES, INC.

under section 805 ofthe Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

(1) The name ofthe corporation is Baltia Air Lines, Inc.

(2) The filing date ofthe corporation's certificate of
incorporation is: 8/24/89.

(3) The corporation requests that the number of its authorized
common shares be increased to 2,000,000,000, amending article 4 to state
 as follows:


(4) The aggregate number ofshares whicb tbe corporation shall bave authority
 to issue is 2,000,000,000 common shares ($.0001 par value) and 2,000,000
preferred shares ($.01 par value). Sbareholders do not have preemptive
rights.

(5) The amendment ofthe certificate ofincorporation was authorized:

by the corporation's board of directors and by a vote of the majority of
all outstanding shares entitled to vote at a meeting on 06/24/2011


State ofNew York  )
County of Queens  )

I, Igor Dmitrowsky, being duly sworn, depose and state.that I am the President
and C.E.O. of Baltia Air Lines. Inc., the corporation named in and described
above in the foregoing certificate and that I have read the foregoing
certificate and know the contents thereofto be true, except as to the matters
 herein stated to' be alleged upon information and belief
 and as those matters, 1 believe them to be true.

/SIGNED/

Sworn to before me this 24th day of June, 2011

(NOTARY PUBLIC)