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EXHIBIT 3.2  Amended Bylaws of the Corporation

BALTIA AIR LINES. INC.
BYLAWS

ARTICLE I
Definition and Role of Bylaws
Bylaws of Baltia Air Lines, Inc. (?Baltia?, ?Corporation? or
?Company?)are laws established, by persons (?Shareholders?) who own
authorized and outstanding common shares of Baltia, to govern the
Corporation as to: (i) the Corporation's purpose, philosophy and
status, (ii) origin and delegation of authority, (iii) Company
structure and (iv) Company policies and procedures. Except where
directed otherwise by court, the Directors of the Board and the
President are charged by the Stockholders to follow and uphold the
Bylaws. All persons in the employ of, or representing the
Corporation, must comply with the letter and intent of the Bylaws.
All Company actions and documents must be in accordance with the
letter and intent of the Bylaws. No policy or procedure may
contradict, circumvent, or dilute the intent of the Bylaws. The
Board of Directors (?Board?)is charged with the legal interpretation
of the Bylaws. The Bylaws may be changed or amended only by the
Absolute Majority Shareholder Action1 or by Board Action subject to
prior written consent of the Company?s founder.

ARTICLE II
Corporation's Purpose and Role in Society
The Corporation exists and operates for the benefit of its
Shareholders. Because Baltia is an airline its purpose is to provide
public high quality air transportation on an efficient basis in
order:(i)to make profit for the Shareholders and (ii) to make the
Corporation appreciate in value and stability over time. An airline
is a business and it does not exist for the fun of flying airplanes,
guaranteeing jobs, or correcting social inequities.
For reasons of decency and practicality, the Corporation has a stake
in the well being of its employees and the society in which it
operates. However, the Corporation and the profit it generates
belong to the Shareholders. The Corporation contributes to the
society's health through its good and enduring business practices.

ARTICLE III
Foundation of Corporate Philosophy

The Corporation's Philosophy is based on: (i) Western culture, (ii)
capable and responsible managers. and (iii) quality personnel in all
company positions. The Corporation?s philosophy is non-politicized
and non-religious.
(i) Western Culture.  Baltia is a U.S. airline and adopts the best
values from Western culture. The Corporation's philosophy is based
on select principles which are common to all civilized and decent
people irrespective of one's origin or religion: (a) loyalty and
reliability, (b) individual respect and responsibility, (c) rational
common sense over generalizations and customs, (d) basic decency and
common good over serf-aristocrat society, (e) stewardship (caring
for the fellow beings and responsible use of resources at one's
disposal) over indifference, and (f) civilized attitude and attire.
The Corporation details the requirements in its policy manuals.
(ii) Capable and Responsible Managers.  The Corporation's standard
for management is best stated as follows: "A bank does not fail
because tellers made mistakes. A bank fails because of poor
management." In order to prevent the perpetuity of poor managers,
any form of tenure which includes individual employment contracts is
prohibited at Baltia. Starting with the Chairman & President, any
manager or employee can be discharged on a moments notice without
any further obligation.
(iii) High Quality Personnel at All Levels.  The Shareholders
disagree with the old tradition that the lower a position is on the
ladder of the corporation's organizational diagram the lower the
quality requirements for the persons filling those positions. The
primary factor in the Corporation's success and long-term endurance
depends on the quality of its employees at all levels, but
especially at the front line level. The Shareholders mandate that
the Corporation hire and retain only the highest quality personnel
that its money can buy. The levels of subordination in the
Corporation's organizational diagram are for controlling the
organization and separating responsibilities. The Shareholders adopt
the motto of the United States "E Pluribus Unum", ?out of many,
one?, for the Company organization.

ARTICLE IV
Corporate Status
 1.  US Flag Carrier. Notice to Foreign Investors and Lenders.
Baltia Air Lines, Inc. is an airline of the United States of
America. Baltia shall maintain its U.S. nationality as defined in
Title 49 of the United States Code, Section 40102(a)(15) (the
"Statute"), which specifies that the President and two thirds of the
Board and other managing officers be U.S. citizens and that at least
75% of the outstanding voting stock be owned by U.S. citizens. The
Statute is interpreted by the U.S. Department of Transportation
(DOT) to mean that the airline must actually be controlled by U.S.
citizens.
 In order not to jeopardize Baltia's status as a U.S. flag carrier
through inadvertent or unauthorized sale of securities (in private
or public market), the Secretary is hereby authorized and directed
to stop any stock transactions that would raise the percentage of
foreign owned shares above 9% of the total outstanding voting stock.
Unless directed otherwise by the Board in writing, no transaction
may be authorized which would reach or exceed the 25% foreign
ownership limit specified by the Statute. The Corporation's Stock
Transfer Agent and Registrar ("Transfer Agent") shall monitor and
implement the Corporation's stock transfer limitations on foreign
investment. Any inadvertent disqualifying transaction shall be null
and void from the beginning. Any losses that may arise from an
aborted or nullified transaction shall be borne by the investor or
lender, not by the Corporation.
2.  New York State Corporation.  Baltia Air Lines. Inc. is a New
York State Corporation.
3.  Date and Form of Incorporation.  Baltia Air Lines. Inc. was
incorporated by Igor Dmitrowsky (the founder) on August 24. 1989 as
a for-profit business corporation of perpetual duration under
Section 402 of the Business Corporation Law of the State of New
York.  Articles of Incorporation authorizes the Corporation to issue
shares of Common Stock at $0.0001 par value, and Preferred Stock at
$0.01 par value (as amended) in numbers certified in the Articles of
Incorporation.  The business purpose is to engage in air
transportation and related services.
4.  Certificate of Incorporation.  Excepting its authority to change
the Corporation's principal office within the State of New York, the
Board may not amend the Certificate of Incorporation, except with
prior written consent of the Company?s founder.  The Certificate of
Incorporation and its amendments shall be in the custody of the
Chairman.
 5.  One Class of Common Stock.  The Corporation shall issue no more
than one class of Common Stock, and this shall be the only class of
stock entitled to vote. Preferred stock shall not be eligible to vote.
6.  Location of Corporate Offices.  The principal office of the
Corporation (Company Headquarters) shall be in the State of New
York, within such City and County as the Board shall determine. The
Corporation may also have additional offices at such other places
within or outside the State of New York as the Board may determine.
7.  Fiscal Year.  The Fiscal year of the Corporation shall be the
same as the Calendar Year. The Fiscal year shall begin at 0:0 l AM
on January 1st and end at 12:00 PM on December 31st of each year.

ARTICLE V
Shareholder Authority

1. Shareholder Action is Supreme.  Authority in the Corporation
originates from its Shareholders and is expressed through the Bylaws
and by Shareholder Action. Votes at a Shareholder Meeting or a
Written Consent2 constitute ?Shareholder Action? or ?Action?.
Shareholder Action, as qualified in these Bylaws, shall override any
Board Action or any Action taken by the Officers.
2. Business Requiring Shareholder Action.  The following is business
requiring at least Simple Majority Shareholder Action: (i) election
of the Board and dismissal of Directors, (ii) issuance of additional
outstanding common stock, (iii) forward and reverse splits of
outstanding stock, and (iv) issuance of preferred stock.  Except,
actions (ii) and (iv) may also be taken, without Shareholder notice
or action, by the Board of Directors subject to written consent by
the Company?s founder as set out in Article VI(ii).  All other
Shareholder transactions require an Absolute Majority of Shareholders
3.  Majority Rule.  A majority can be either simple or absolute:
    a)  Simple Majority Assuming a Quorum. A Simple Majority exists
where more than 50% of those present agree upon a proposed Action.

    b)  Absolute Majority. An Absolute Majority exists where more
than 50% of the total outstanding shares agree upon a proposed Action.
4.  Vote by Plurality of Shares.  Every Shareholder shall be
entitled to one vote for every share of Common Stock registered in
his name on the Record Date3. Every Shareholder shall be entitled to
vote his shares on every issue voted at a Regular or Special
Shareholders Meeting (?Shareholders Meeting? or ?Meeting?). The
Bylaws prohibit cumulative voting.
5.  Qualification of Voters.  Only persons who are listed as holders
of shares on the Record Date are qualified to vote in person or by
proxy.  The Transfer Agent shall provide to the Secretary the list
of Shareholders as of 2:00 PM Eastern Standard Time on each of the
following Record Dates:
   a)  For the purpose of determining the Shareholders entitled to
vote at an Annual Meeting, the Record Date shall be July 24th.
   b)  For the purpose of determining the Shareholders entitled to
vote at a Special Meeting the Record Date shall be set twenty days
prior to the date of the Meeting.
   c)  The Record Date for determining the Shareholders entitled to
sign a Written Consent shall be the date same as the date of the
Written Consent.

   d)  If the Board declares a dividend, the Record Date for the
purpose of determining Shareholders entitled to receive a dividend
payment shall be the last date of a calendar quarter for which the
dividend is declared.

6.  Regular Annual Meetings.  The Corporation shall hold an Annual
Shareholders Meeting on the 24th day of August (date of
Incorporation), or if the 24th of August falls on a legal holiday or
a weekend, then the Annual Meeting shall be scheduled on the next
business day. The primary purpose of the Annual Meeting is to elect
a Board. Other items requiring Shareholder Action may be transacted
if corresponding Resolutions are proposed by the Board. An Absolute
Majority may transact any business. Because these are regular
Meetings, no quorum requirement is set for the Annual Meetings.
7.  Special Meetings.  A Special Meeting may be called when
transactions requiring Shareholder Action must be handled prior to
the next Annual Meeting with 20 days written notice, except an
Absolute Majority may call a Special Meeting without notice. Special
Shareholder Meetings can be called by the Chairman, by two or more
Directors of the Board, or by an Absolute Majority. A quorum of 20%
of the outstanding shares is required for the transaction of
business. If a quorum is not registered prior to 9:00 AM on the
Meeting date, the Meeting shall be canceled. If a quorum is once
registered it is not broken by subsequent withdrawal of any
Shareholders.
8.  Notice of Meetings.  Except when a Special Meeting is called by
the Absolute Majority, each Shareholder entitled to vote shall be
given a written Notice of a Meeting. The Notice shall be titled
either "Notice of the Annual Shareholder Meeting" or Notice of a
Special Shareholder Meeting" and shall state the address, date and
hour at which the registration and meeting will commence. If it is a
Special meeting the Notice shall state the purpose for which the
Meeting is called, including any proposed resolution and the persons
calling the Meeting. (Annual Meetings need not state the purpose.)
The Notice shall have a date of issue which shall be the same as the
Record Date. Notice is given when deposited in the United States
mail with first class postage pre-paid, and addressed to the
Shareholder at his/her address as it appears on the Corporation's
record of Shareholders. The Transfer Agent shall process the mailing
of the Notices.


9.  Waiver of Notice.  Notice of a Meeting need not be given to any
Shareholder who signs a Waiver of Notice, whether before or after
the Meeting. The attendance of any Shareholder at a Meeting, in
person or by proxy, shall also constitute a Waiver of Notice.
10.  Shareholder Proxies.  Every Shareholder entitled to vote at a
Shareholder Meeting may authorize another person to act for him/her
by proxy. In order to transfer voting authority to another person,
the Shareholder must execute a proxy document in the name of that
person and the proxy document must be submitted to the Secretary
during registration for the Meeting. A proxy authorization shall be
for one specific Meeting only and shall not be made more than fifty
days in advance of the Meeting. Until it is voted, the proxy can be
withdrawn at the pleasure of the Shareholder. However, no proxy can
be withdrawn after it has been voted.
11.  Time and Place of Meetings.  Registration shall commence at
8:00 AM, and Meetings shall open at 9:00 AM. Meetings shall be held
at such place within the State of New York as the Board shall
determine.
12.  Admittance to Meetings.  Only the following persons shall be
admitted to Shareholder Meetings: (i) Shareholders (or their
Proxies) entitled to vote, (ii) Secretary, (iii) Chairman, (iv)
members of the Board, (v) General Counsel, (vi) Transfer Agent, and
(vii) persons invited by the Board. No other persons shall be
admitted to Shareholder Meetings. Except for the representative(s)
of the Absolute Majority, a person admitted to a Meeting who
disturbs the orderly process shall be warned by the Secretary, and
if the Member continues the disturbance, he or she shall be removed
from the Meeting.
13.  Procedure for Transacting Business at Meetings.  The Secretary
shall preside over Shareholder Meetings. The Transfer Agent shall
assist the Secretary in the determination of voter eligibility, the
tallying of Shareholders and shares present, and in the
determination of a Quorum (Quorum is required for Special Meetings
only). No debate shall be conducted at Shareholder Meetings.
 a) Attendee Registration.  Prior to registration, the Secretary
shall have received from the Transfer Agent a list of Shareholders
of Record and shall additionally list other persons authorized to
attend a Meeting. At 8:00 AM the Secretary shall commence the
registration at the entrance to the Meeting. During registration the
Secretary shall use the list to: (i) identify each attendee, (ii)
note the time of each registration, (iii) issue a numbered voting
card to each Shareholder corresponding to his/her number on the list
of Shareholders. Each attendee shall be given a copy of the
Chairman's report and proposed resolutions. Before 9:00 AM the
Secretary shall tally the number of shares represented, and adjust
for late arrivals.

 b) Opening of the Meeting.  The Secretary shall declare Shareholder
Meetings open at 9:00 AM. (If a Quorum is not registered by 9:00 AM
for a Special Meeting, the Secretary shall declare such a Meeting
canceled.) Shareholders who arrive after 9:00 AM will be admitted
after registering, during the Chairman's Report, but there will be
no admission during voting.

 c) Chairman's Report.  Following the opening of the Meeting, the
Chairman shall read his report (Annual or Special). Only the
Chairman and his delegates may report to the Shareholders during the
Meeting. In order for the Shareholders to have an overview of the
subject matter, the Chairman shall have prepared his report prior to
the Meeting in a comprehensive manner, written in clear
straight-forward language, on no more than 5 pages single spaced in
Times New Roman font size 11. The Chairman's presentation shall be
limited to 30 minutes (which includes presentation by any other
persons assisting the Chairman).

 d) Voting. Following the Chairman's report, the Secretary shall
start the voting. Only the Resolutions enumerated on the List of
Resolutions for Shareholder Action can be brought to vote, and shall
be brought in listed order. Excepting the Board election, the voting
for all other Resolutions shall be of the "yes" or "no" type. The
Secretary shall tabulate the "yes", "no" and "abstain" votes on each
such Resolution. If the Resolution is defeated, it may not be
re-submitted for vote until the next Annual Meeting. Because Board
election may involve competing proposals, each Shareholder shall be
able to vote for the one and only Board nomination of his or her
choice. The Secretary shall tabulate the votes for each of the Board
nominations and abstentions. The Board nomination with the most
votes wins. The Shareholders shall use their numbered voting cards
to vote in response to the Secretary's question for a vote. After
each Resolution is voted on, the Secretary shall cross-reference the
votes with the number of shares registered to check for errors. Any
mistakes shall be clarified before proceeding to the next Resolution
or the Adjournment.

   e)  Adjournment.  After the last Resolution is voted on, the
Secretary shall adjourn the Meeting.

1.  List of Resolutions for Shareholder Action.  Prior to a Meeting
the Secretary shall have prepared a List of Resolutions for
Shareholder Action in accordance with items (i) through (iv) of
ARTICLE V(2) Business Requiring Shareholder Action. All proposed
Resolutions must be delivered to the Secretary no later than five
days prior to the Meeting date, except Board nominations may be
delivered no later than 24 hours prior to the Meeting. No other
Resolutions shall be listed, unless Action is undertaken by the
Absolute Majority.

 a)  Election of the Board is the main Shareholder Action at each
Annual Meeting, and unless there is other Business Requiring
Shareholder Action, Boards nominated for election shall comprise the
only Resolution listed. To elect the Board, Shareholders shall not
vote for individual Directors. Each Shareholder will vote for one of
the several competing complete Boards listed on the Resolution.
There may be one or several competing Boards nominated, each of whom
shall have been nominated by the holders of not less than 10% of the
outstanding shares entitled to vote. If there is more than one Board
nominated, all Boards nominated will be listed on a single
Resolution, each identified on the Resolution as nomination a), b),
c) or d), etc. Each Board nomination shall consist of four Director
candidates, one of whom shall be designated as Chairman & President
and another as Secretary. Each Director candidate of a proposed
Board must meet the criteria for Director Qualification, or the
entire Board nomination is invalid. Board nominations must be
submitted to the Secretary not less than 24 hours before the
commencement of the Meeting. The Board shall be elected at each
Annual Meeting for one year, until the next Annual Meeting.
Individual Directors or the entire Board can be removed and
replacement(s) elected by an Absolute Majority at a Special Meeting
or by Written Consent.

 b)  Excepting Board nominations which can only be made by the
Shareholders, and Actions by the Absolute Majority, all Business
Requiring Shareholder Action must be presented to the Shareholders
in Resolutions proposed by the Board. At a Special Meeting, the
Resolutions listed must be further limited to include only the
issue(s) stated in the Notice, i.e. for which the meeting was called.
15.  Qualification of Directors.  No person can qualify as Director
who is or has been: (i) a professional in the airline industry
(pilot, mechanic, etc.), (ii) an executive or manager in the airline
industry, (iii) a politician, (iv) a celebrity, (v) a recognized
person whose function is solely to enhance the roster, (vi) or a
financial professional. Each Director shall be at least 25 years of
age, except that the two Directors who serve as the Chairman and the
Secretary shall be at least 30 years of age.
16.  Shareholders Consolidate Executive and Operating Leadership.
Authority must not be dispersed. The Corporation shall have one
clear and effective leader designated by Shareholder Action during
the Board election. The Shareholders charge the Chairman of the
Board to serve as President under the title "Chairman & President",
thus concentrating in one person the executive and operating
leadership. The Chairman may not delegate the functions of President
to another individual, except the founder may remain Chairman and
delegate the functions of President to another person subject to his
or her having received prior approval from the Board.
17.  Written Consent of Shareholders.  Any Shareholder Action that
can be taken by vote may be taken without a Meeting on Written
Consent when signed by the Absolute Majority. Such Shareholder
Action can be taken at any time. No Notice is required on Written
Consent.
 18. Correct Shareholder Addresses.  The Transfer Agent shall be
charged with maintaining a current list of Shareholder addresses and
will attempt to locate Shareholders whose addresses are no longer
valid. However, the burden and responsibility for providing correct
mailing address and for updating any subsequent address changes
shall be the responsibility of each Shareholder. Address changes
must be directed to the Secretary or the Transfer Agent. The
Corporation is not responsible for any lost Notices or dividend
payments resulting from a Shareholder's failure to provide correct
mailing address. If a correct address for a Shareholder is not
available, dividend payments may be directed to the custody of the
New York State.

ARTICLE VI
 Authority Delegated to the Board
 1.  The Purpose of the Board.  The Shareholders have the ultimate
say in how their business is run. In order to avoid the cumbersome
and ineffective governing by parliamentary procedure or committee
and to assure that the Company has an effective governing body, the
Shareholders elect a Board consisting of four qualified Directors,
one of whom is designated as Chairman & President and another as
Secretary.
 The Directors of the Board are Shareholder appointed trustees.
Except for the business requiring direct Shareholder authorization,
the Board is empowered to make such arrangements as are necessary to
run the business for the benefit of the Shareholders in conformity
with the Bylaws and Shareholder Actions.
 2.  Small Board.  The Corporation shall have a small Board
consisting of four Directors --There are three basic reasons for
having a small Board: (i) a group larger than four to five people
requires some form of parliamentary procedure to transact business,
thus, defeating the very purpose for which the Shareholders have
elected the Board, (ii) the reliability and integrity of a Board is
not enhanced by an increased number of Directors because dispersing
authority among many reduces the burden of responsibility of each
member, and (iii) eagles don't fly in flocks. Shareholders entrust
their business to the hands of four qualified individuals.
 3.  The Role of the Board in the Corporation.  The Board does not
actually run the business on a day-to-day basis. It oversees that
the Corporation follows the Bylaws and sets the direction and norms
by which the business must be conducted. Except for those Directors
who are appointed by the Board to serve in management, Directors
shall not hold any management position in the Corporation. Formal
Board Actions are reserved for significant Corporate decisions. Once
the Corporate direction is established and the standards for
conducting the business are set, the Directors' role shall be that
of Shareholder watchdogs, to insure that the Board has an ongoing
first-hand exposure with the Company's business the way it is
experienced by the customer. The Directors (as well as executive
officers) are charged to participate in the Company's quality
monitoring and enforcement programs.
4.  The Chairman 's Functions.  The Chairman is the Corporation's
Chief Executive Officer(CEO). The Chairman or person(s) designated
by the Chairman, if any, shall be the sole spokespersons for the
Corporation. The Chairman shall preside over Board Meetings. The
Chairman shall keep in safe custody the Corporate Seal and affix the
seal to such instruments as the Board may authorize. With respect to
the Corporation's publicly traded securities the Chairman shall
delegate to the Stock Transfer Agent the processing function of the
Corporation?s certificates. The Chairman is charged to keep key
documents and corporate records in a proper and safe manner, but may
delegate this function, in full or in part, to the Secretary.
5.  The Secretary's Function.  The Secretary is entrusted by
Shareholders to perform certain Corporate duties. Except were
directed otherwise by the Absolute Majority, the Secretary shall
preside over Shareholder Meetings and give notice of such Meetings.
 The Secretary shall maintain Shareholder records and act as liaison
with the Transfer Agent for this purpose. The Secretary shall attend
all Board Meetings and record Board Action. The Secretary shall
perform such other Corporate duties as may be required of the
Corporate Secretary.
 7. Regular Annual Meetings.  Following each Annual Shareholder
Meeting, the newly elected Board shall hold a Meeting. At the Annual
Board Meeting the Directors shall implement Shareholder Actions and
review the resolutions of the previous Board.
8.  Special Meetings.  A Special Meeting of the Board may be called
by the Chairman. Special Board Meetings may be called to act on
issues of significant importance requiring Board approval. Board
Meetings should not be called for business that belong in the
Executive Office.
9.  Time and Place of Meetings.  The Board may hold its meetings at
any time at the office of the Corporation or at such other place as
the Chairman may designate. If unable to participate by personal
presence, Directors may participate in a Meeting over the phone.
10.  No Formal Notice of Meetings.  When calling a Board Meeting,
the Chairman shall notify Directors in person or over the phone.
Board Meetings shall be held without formal advance notice. Four or
five people should not have difficulty coming together to discuss
business. If anyone expects a formal invitation, then they are the
wrong people for this Corporation's Board.
11.  Board Action.  The vote of a majority of the Directors present
at the time of vote, provided a quorum of three Directors is
present, constitutes Board Action.  Each Director gets one vote. The
Chairman and Secretary must be present at the meeting for the Board
Action to be taken. If there is a tie, the Director who is also
Chairman shall cast an additional tie-breaking vote. Any Board
Action is subject to override by Shareholder Action, except with
prior written consent of the Company?s founder, the Board is
authorized (i) to issue securities (common stock, preferred stock,
warrants, options, conversion), and (ii) to amend the Corporate Bylaws.
12.  Procedure for Transacting Business at Meetings.  The Chairman
shall preside over all Board Meetings. The Secretary shall record
the Board Action in the minutes. In order to transact business
efficiently, parliamentary procedure is not followed in Board
Meetings. Instead, Directors shall speak with one another like
normal people. After a report by the Chairman on the issue at hand,
followed by informal discussion among the Directors, the issue shall
be resolved by vote, the Secretary shall record the decision and the
Chairman shall adjourn the Meeting.
 Use of recording devices is prohibited at Board Meetings. Only the
Directors, the General Counsel and representative(s) of the Absolute
Majority may attend Board Meetings. Board discussions shall be kept
confidential.
13.  Written Consent.  Any action that may be taken at a Board
Meeting by vote may be taken on Written Consent. Board Action may be
taken on Written Consent when signed by a majority of the Directors,
provided the Chairman is one of the signatories.
14.  Informal Consultation Among Directors.  The Chairman may
conduct informal consultation with Directors on any business of
significance, not requiring an official Board Action in order to
obtain informal consent from the Directors.
 15.  No Committees of the Board.  Excepting an Audit Committee, the
small Board of this Corporation shall form no Board Committees. Any
issue which might otherwise have been brought to a committee must be
serious enough to be considered by the Board.
16.  Director's Compensation.  The Directors are
Shareholder-appointed trustees to oversee the Shareholders'
business. The Shareholders do not expect the Directors to do their
job for free or for some obscure other reason. The Shareholders have
concluded that when the Company commences revenue operation, each
Director shall be paid for his/her service an annual sum of $40,000
(payable in equal quarterly amounts) plus 1/10th of one percent of
the amount declared in dividends to the Shareholders (payable
simultaneously with dividend disbursement on Common Stock only).
Additionally, the Chairman may authorize expenses for actual
attendance at each Meeting.
17.  Chairman's Compensation.  In addition to receiving his/her
quarterly compensation as Director, the Chairman shall receive
annual compensation calculated as one percent of the amount
remaining when the Company's outstanding debt is subtracted from the
net operating profit, as of the end of the Fiscal Year.
 18. Secretary's Compensation.  In addition to receiving his/her
quarterly compensation as Director, the Corporate Secretary shall be
paid for his/her services a sum of $40,000 (payable in equal
quarterly amounts).
19.  Director Resignation.  A Director may resign at any time for
any reason by giving a written notice to the Chairman. The
resignation shall take effect upon receipt of the notice by the
Chairman and the acceptance of the resignation shall not be
necessary to make it effective. If the Chairman is resigning, notice
shall be given to the Secretary.
20.  Director Removal.  Any and all of the Directors may be removed
on a moment's notice for any reason, or no reason, by an Absolute
Majority.
21.  Filling Directorship Vacancies.  The Board may select a
Director to fill an existing vacancy, but there is no requirement to
fill Directorship vacancies between Annual Shareholder Meetings
unless otherwise requested by the Absolute Majority. A Director
selected to fill a vacancy shall hold office for the unexpired term
of his/her predecessor or until his/her removal, whichever occurs
first.
 22. Indemnification.  Except for willful negligence or intentional
criminal conduct, the Corporation shall indemnify its Directors,
Chairman & President, Secretary, Officers and Counsel against
personal liability derived from the exercise of his or her corporate
responsibilities, including Shareholder and/or regulatory actions.
 23. Liability Insurance.  Subject to the availability of funds to
pay for the insurance premium, the Corporation shall carry D&O
liability coverage for its Directors, Chairman & President,
Secretary and Officers. Such coverage shall extend for three years
following the end of their service. The D&O insurance does not cover
willful negligence or intentional criminal conduct.
 I, Walter Kaplinsky, Secretary, affirm that the above Bylaws were
ratified as amended by Board Action with prior written approval of
the Company?s founder on November 7, 2011.

________________________________________
Walter Kaplinsky, Secretary
Baltia Air Lines, Inc.

November 7, 2011

            1  Article V(3)(b)): Action by more than 50% of
outstanding shares constitutes Absolute Majority Shareholders
Action.
            2 Article V(17) defines Written Consent which requires
no Shareholders meeting.
            3 See Article V(5)(a)(b)(c )and (d).