slowed rotor / compound (SL/C) aircraft offer VTOL combined with fixed-wing flight-efficiencies. They are safer than any other type aircraft -- with much lower acquisition, maintenance and operational cost than helicopters and tiltrotors. Carter Aviation Technologies began developing SL/C aircraft in 1994 and began flying a prototype, the CarterCopter Technology Demonstrator (CCTD) in 1998. This proposal, using CCTD data, will provide a prototype 2-seat SR/C, VTOL aircraft that meets NASA?s PAVE goals. Reduced community noise is provided by a computerized propeller, designed for quietness, which operates at low tip-speeds and is protected by tail-booms. The non-stalling autorotating rotor provides low tip-speeds, eliminates the helicopter ?dead man zone? and provides the equivalent of an emergency parachute. Low cost per seat mile is provided by simplified construction, reduced parts count and high flight-efficiency. During VTOL and low-speed flight, SR/C aircraft fly like an autogyro having the same hp to weight ratio. Autogyros are the easiest aircraft to learn to fly safely. Pilot workload is simplified by an automated tilting pylon that keeps the wings in best L/D, an automated boosted collective and automated rotor flapping controls. The landing gear absorbs 24 ft/sec impacts. Only the tilting pylon is untested.