Abstract: This is an improvement of the 1968 Trailing Rotor V/STOL aircraft (Ref. 1). Rotors are mounted on wing-tip pods which can be tilted from the vertical to the horizontal aft position. Rotors are then stopped in the axial-flow condition and indexed to an azimuth position, aft of the wing trailing-edge. Rotor blades are then folded forward (blade-tips upstream of rotor-hubs) and locked into grooves in the tip-pods. The main improvements over Ref. 1 are: a smaller shift of center-of-gravity during transition to cruise mode, and an easier task of locking blades into the tip-pods. The main feature of the autorotative aft rotor tilt is that a soft-inplane rotor can be used, which reduces rotor weight. The blade-folding axis is also the blade-flapping axis. The autorotative mode is used frequently by helicopters during descent. It has been found to be a good, stable mode with rpm-stability. During aft tilt on the UFR, the rotors provide pitching stability to the airframe.