EXHIBIT 10.32

                              THIRD AMENDMENT



          THIRD AMENDMENT, dated as of July 15, 1998 (this "Amendment"), to
the  Credit  Agreement,  dated as of October  16,  1996 (as the same may be
further amended,  supplemented or otherwise modified from time to time, the
"Credit  Agreement"),  among GULFSTREAM  DELAWARE  CORPORATION,  a Delaware
corporation (the "Company"),  the several lenders from time to time parties
thereto (the  "Lenders") and THE CHASE  MANHATTAN  BANK, a New York banking
corporation, as administrative agent for the Lenders (in such capacity, the
"Administrative Agent").


                             W I T N E S E T H:


          WHEREAS,  the Company,  the Lenders and the Administrative  Agent
are parties to the Credit Agreement;


          WHEREAS, the Company has requested that the Administrative Agent,
with the consent of the Required Lenders,  amend certain  provisions of the
Credit Agreement; and


          WHEREAS,  the  Administrative  Agent,  with  the  consent  of the
Required Lenders, is agreeable to the requested amendments, but only on the
terms and subject to the conditions set forth herein;


          NOW THEREFORE,  in consideration of the premises herein contained
and for other  good and  valuable  consideration,  the  receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows:


          1. Defined Terms.  Unless otherwise  defined herein,  capitalized
terms used herein which are defined in the Credit Agreement are used herein
as therein defined.


          2.  Amendments  to  Subsection  1.1.  Subsection  1.1  to  Credit
Agreement is hereby amended by adding the following new  definitions in the
appropriate alphabetical order:


               "'Permitted Acquisition': as defined in subsection 8.6(j)."


               "'Permitted   Acquisition   Indebtedness': as   defined  in
               subsection 8.6(j)."


          3.  Amendment to  Subsection  7.8.  Subsection  7.8 of the Credit
Agreement is hereby  amended by adding the  following  new paragraph (e) to
the end of such subsection.

               "(e)   Notwithstanding  the  foregoing  provisions  of  this
          subsection  7.8, a  non-wholly  owned  Subsidiary  acquired  in a
          Permitted  Acquisition  or owned  directly or  indirectly  by any
          Person acquired in a Permitted  Acquisition shall not be required
          to deliver a Guarantee  pursuant  to this  Section 7.8 and to the
          extent that the pledge of any of the issued and outstanding stock
          of any  non-wholly  owned  Subsidiary  acquired in the  Permitted
          Acquisition  or  owned  directly  or  indirectly  by  any  Person
          acquired  in a  Permitted  Acquisition  would  cause a breach  or
          default  of or under any  Contractual  Obligation  binding on the
          Company or any  Subsidiary,  such pledge shall not be required by
          this subsection 7.8."


          4.  Amendments to Subsection  8.1. (a)  Subsection  8.1(g) of the
Credit Agreement is hereby amended by deleting the word "and" at the end of
such subsection.


               (b)  Subsection  8.1(h) of the  Credit  Agreement  is hereby
amended  by  deleting  the  period  at  the  end  of  such  subsection  and
substituting in lieu thereof "; and".


               (c) Subsection 8.1 of the Credit Agreement is hereby amended
by adding the following new paragraph (i) to the end of such subsection:


               "(i) Permitted Acquisition Indebtedness."


          5.  Amendments to Subsection  8.2. (a)  Subsection  8.2(n) of the
Credit  Agreement  is hereby  amended by deleting  the period at the end of
such subsection and substituting in lieu thereof "; and".


               (b) Subsection 8.2 of the Credit Agreement is hereby amended
by adding the following new paragraph (o) to the end of such subsection:

                    "(o) Liens securing Permitted Acquisition  Indebtedness
               or Contingent Obligations permitted by subsection 8.3(g)."


          6.  Amendments to Subsection  8.3. (a)  Subsection  8.3(e) of the
Credit Agreement is hereby amended by deleting the word "and" at the end of
such subsection.


               (b)  Subsection  8.3(f) of the  Credit  Agreement  is hereby
amended  by  deleting  the  period  at  the  end  of  such  subsection  and
substituting in lieu thereof "; and".


               (c) Subsection 8.3 of the Credit Agreement is hereby amended
by adding the following new paragraph (g) to the end of such subsection:

                    "(g) Contingent  Obligations  arising from,  assumed in
               connection  with or continuing on the part of any Subsidiary
               acquired   directly   or   indirectly   in   the   Permitted
               Acquisition,  provided  that the  aggregate  amount  of such
               Contingent  Obligations  do not exceed  10% of the  purchase
               price paid for the Permitted Acquisition."


          7.  Amendments to Subsection  8.6. (a)  Subsection  8.6(h) of the
Credit Agreement is hereby amended by deleting the word "and" at the end of
such subsection.


               (b)  Subsection  8.6(i) of the  Credit  Agreement  is hereby
amended  by  deleting  the  period  at  the  end  of  such  subsection  and
substituting in lieu thereof "; and".


               (c) Subsection 8.6 of the Credit Agreement is hereby amended
by adding the following new paragraph (j) to the end of such subsection:

                    "(j)  the  Company  or  any  of  its  Subsidiaries  may
               acquire,  in one acquisition  only, the capital stock or all
               or substantially  all of the assets of another Person or any
               business  unit  or  line  of  business  of  another  Person,
               provided  that (i)  such  Person,  business  unit or line of
               business is engaged in a business of the same  general  type
               as the  Company  and its  Subsidiaries  are engaged in, or a
               business related  thereto,  (ii) after giving effect to such
               acquisition  the  Company  is in  compliance  on a pro forma
               basis as at the end of the most  recent  fiscal  quarter for
               which  financial  statements  have  been  furnished  to  the
               Lenders with the  requirements  of subsections  8.8, 8.9 and
               8.10 and no Default or Event of Default has  occurred and is
               continuing and (iii) the purchase price of such  acquisition
               (including  any assumed or continuing  indebtedness  of such
               Person,  business  unit  or  line  of  business  ('Permitted
               Acquisition  Indebtedness'),  but  excluding  any portion of
               such purchase  price paid in common stock of  Holdings),  is
               not greater than  $300,000,000  (the acquisition  under this
               paragraph (j), the 'Permitted Acquisition')."


          8.  Amendment to  Subsection  8.7.  Subsection  8.7 of the Credit
Agreement is hereby amended by deleting the reference to  "$40,000,000"  in
such   subsection  and   substituting   in  lieu  thereof  a  reference  to
"$50,000,000".


          9. Effectiveness. This Amendment shall become effective as of the
date the Administrative Agent shall have received  counterparts hereof duly
executed by the Company, the Administrative Agent and the Required Lenders.


          10. Representations and Warranties. The Company hereby represents
and warrants that each of the representations and warranties in or pursuant
to Section 5 of the Credit  Agreement  or which are  contained in any other
Credit  Document  or in any  certificate,  document or  financial  or other
statement  furnished  by or on  behalf  of  Holdings,  the  Company  or any
Subsidiary  thereof shall be, after giving effect to this  Amendment,  true
and  correct  in all  material  respects  as if made on and as of the  date
hereof (unless such  representations and warranties are stated to relate to
a specific earlier date, in which case such  representations and warranties
shall be true and  correct  in all  material  respects  as of such  earlier
date).


          11. Continuing  Effect of Credit Agreement.  This Amendment shall
not be construed as a waiver or consent to any further or future  action on
the part of the  Company  that  would  require a waiver or  consent  of the
Administrative  Agent and/or the  Lenders.  Except as amended  hereby,  the
provisions  of the Credit  Agreement are and shall remain in full force and
effect.


          12. Counterparts.  This Amendment may be executed in counterparts
and  all of the  said  counterparts  taken  together  shall  be  deemed  to
constitute one and the same instrument.


          13.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE GOVERNED  BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW
YORK.


          14.  Expenses.  The  Company  agrees  to  pay  or  reimburse  the
Administrative  Agent  for  all of its  out-of-pocket  costs  and  expenses
incurred in connection with the  preparation,  negotiation and execution of
this Amendment,  including,  without limitation, the fees and disbursements
of counsel to the Administrative Agent.


          IN WITNESS  WHEREOF,  the  parties  hereto have caused this Third
Amendment to be executed and delivered by their duly authorized officers as
of the date first written above.


                                    GULFSTREAM DELAWARE CORPORATION



                                    By:  /s/ Robert L. Williams
                                        ----------------------------------
                                        Title: Vice President and Treasurer


                                    THE CHASE MANHATTAN BANK, as
                                    Administrative Agent and as a Lender


                                    By:  /s/ William J. Caggiano
                                        ----------------------------------
                                        Title: Managing Director


                                    ARAB BANKING CORP.


                                    By:  /s/ Louise Bilbro
                                        ----------------------------------
                                        Title: Vice President


                                    BANK OF AMERICA


                                    By:  /s/ Debra A. Seiter
                                        ----------------------------------
                                        Title: Vice President



                                    BANK OF NEW YORK


                                    By:  /s/ David C. Siegal
                                        ----------------------------------
                                        Title: Vice President


                                    BANK OF TOKYO-MITSUBISHI TRUST


                                    By:  /s/ Joseph P. Devoe
                                        ----------------------------------
                                        Title: Vice President




                                    CAPTIVA FINANCE LTD.


                                    By:
                                        ----------------------------------
                                        Title:


                                    CERES FINANCE, LTD.


                                    By:
                                        ----------------------------------
                                        Title:


                                    MEDICAL LIABILITY MUTUAL
                                          INSURANCE CO.

                                    By:   Chancellor LGT Senior Secured
                                          Management, Inc., as Investment
                                          Manager


                                    By:
                                        ----------------------------------
                                        Title:



                                    CREDITANSTALT CORPORATE FINANCE, INC.


                                    By:  /s/ Ridgely Cromwell
                                        ----------------------------------
                                        Title: Associate

                                    By:  /s/ Clifford L. Wells
                                        ----------------------------------
                                        Title: Vice President


                                    CITIBANK, N.A.


                                    By:  /s/ Charles Foster
                                        ----------------------------------
                                        Title: Attorney-In-Fact


                                    CREDIT LYONNAIS


                                    By:  /s/ Pascal Poupelle
                                        ----------------------------------
                                        Title: Executive Vice President



                                    THE DAI-ICHI KANGYO BANK, LTD.


                                    By:  /s/ Ronald Wolinsky
                                        ----------------------------------
                                        Title: Vice President and
                                               Group Leader

                                    BANKBOSTON, N.A.


                                    By:  /s/ Gregory R.D. Clark
                                        ----------------------------------
                                        Title: Managing Director

                                    THE FIRST NATIONAL BANK OF CHICAGO


                                    By:  /s/ David T. McNeela
                                        ----------------------------------
                                        Title: Vice President


                                    INDUSTRIAL BANK OF JAPAN, LTD.


                                    By:  /s/ Takuya Honjo
                                        ----------------------------------
                                        Title: Senior Vice President



                                    KREDIETBANK


                                    By:
                                        ----------------------------------
                                        Title:


                                    LTCB TRUST COMPANY


                                    By:
                                        ----------------------------------
                                        Title:

                                    LEHMAN COMMERCIAL PAPER INC.


                                    By:  /s/ Michele Swanson
                                        ----------------------------------
                                        Title: Authorized Signatory

                                    MARINE MIDLAND BANK, N.A.


                                    By:  /s/ Christopher French
                                        ----------------------------------
                                        Title: Authorized Signatory


                                    MERRILL LYNCH PRIME RATE PORTFOLIO

                                    By:   Merrill Lynch Asset Management,
                                          L.P., as Investment Advisor


                                    By:  /s/ Gilles Marchand, CFA
                                        ----------------------------------
                                        Title: Authorized Signatory


                                    MERRILL LYNCH SENIOR FLOATING RATE FUND,
                                          INC.


                                    By:  /s/ Gilles Marchand, CFA
                                        ----------------------------------
                                        Title: Authorized Signatory



                                    MITSUBISHI TRUST & BANKING CORPORATION


                                    By:
                                        ----------------------------------
                                        Title:


                                    NATIONSBANK N.A.


                                    By:
                                        ----------------------------------
                                        Title:


                                    PNC BANK, N.A.


                                    By:  /s/ Robert Mitchell
                                        ----------------------------------
                                        Title: Vice President

                                    SOCIETE GENERALE


                                    By:  /s/ Ralph Saheb
                                        ----------------------------------
                                        Title: Vice President, Manager

                                    U.S. BANK NATIONAL ASSOCIATION


                                    By:  /s/ Mark R. Olmon
                                        ----------------------------------
                                        Title: Vice President



                                    VAN KAMPEN AMERICAN CAPITAL PRIME RATE
                                          INCOME TRUST


                                    By:  /s/ Jeffrey W. Maillet
                                        ----------------------------------
                                        Title: Senior Vice President
                                               and Director

                                    KZH HOLDING CORPORATION III


                                    By:  /s/ Andrew Taylor
                                        ----------------------------------
                                        Title: Authorized Agent


                                    KBC BANK N.V.


                                    By:
                                        ----------------------------------
                                        Title:




The undersigned guarantors hereby 
consent to the foregoing Amendment:

GULFSTREAM AEROSPACE CORPORATION,
a Delaware Corporation


By:  /s/ Robert L. Williams
    --------------------------------
    Title: Vice President and
             Treasurer



GULFSTREAM AEROSPACE CORPORATION,
a Georgia Corporation

GULFSTREAM AEROSPACE CORPORATION,
D/B/A GULFSTREAM AEROSPACE
TECHNOLOGIES,
an Oklahoma Corporation

GULFSTREAM AEROSPACE CORPORATION,
a California Corporation


By: /s/ Robert L. Williams
   ---------------------------------
   Title: Vice President and
            Treasurer