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                                                                   EXHIBIT 10.32

                      THIRD AMENDMENT TO SECURITY AGREEMENT
                           Great Lakes Aviation, Ltd.


         THIS THIRD AMENDMENT TO SECURITY AGREEMENT Great Lakes Aviation, Ltd.
is entered into as of June 29, 2001 (the "Agreement"), by and between Great
Lakes Aviation, Ltd. as debtor (the "Debtor"), and Raytheon Aircraft Credit
Corporation as secured party (the "Secured Party");

                                   WITNESSETH:

         WHEREAS, Debtor and Secured Party are parties to an existing security
agreement as previously amended and in effect as of the date hereof which is
described and defined on Exhibit "A" attached hereto and referred to as the
"Security Agreement";

         WHEREAS, the Security Agreement encumbers various aircraft parts and
other collateral described therein and collectively referred to herein as the
"Collateral";

         WHEREAS, the Debtor previously granted liens on some portion of the
Collateral pursuant to the Assigned Security Agreements described and defined on
Exhibit B that are assigned to Bank of America, National Association, as
Administrative Agent (the "Administrative Agent") pursuant to and as defined in
the Third Amended and Restated Purchase and Sale Agreement dated as of March 9,
2001 among Secured Party, as servicer, Raytheon Aircraft Receivables
Corporation, as seller, the Purchasers as defined therein, and the various
agents referred to therein (as amended and in effect from time to time,
including, without limitation, any successor agreement, the "Purchase and Sale
Agreement");

         WHEREAS, the parties intend by this instrument to amend the Security
Agreement to specifically avoid any conflict between the provisions of the
Security Agreement and those of the Purchase and Sale Agreement by virtue of the
fact that the lien on the Collateral created pursuant to the Security Agreement
conflicts with any of the terms of the Assigned Security Agreements;

         WHEREAS, the parties are not by this instrument amending the Assigned
Security Agreements in any way and the FAA should not record this instrument as
an amendment to the Assigned Security Agreements;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.       Debtor and Secured Party hereby amend and supplement the Security
         Agreement effective as of June 29, 2001, by agreeing that the security
         interest arising thereunder shall not extend to Collateral if, but only
         to the extent that, doing so would constitute a breach of the Purchase
         and Sale Agreement by virtue of the fact that the lien on all or any
         portion of the Collateral created pursuant to the Security Agreement
         conflicts with any of the terms of the Assigned Security Agreements;
         provided, however, that (a) to the extent that any such breach or
         conflict does not or cannot be demonstrated to exist or (b) even if
         such a breach or conflict does, and is demonstrated to, exist, such
         breach or conflict no longer exists, whether due to termination of the
         Purchase and Sale Agreement or

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         otherwise, then in either such event the provisions of the Security
         Agreement shall apply to all of the Collateral and be in full force and
         effect and, in the event of a circumstance described in the preceding
         clause (b), such lien shall be reinstated and reaffirmed, which is to
         have effect from the date hereof.

2.       Except as modified and supplemented hereby, the Security Agreement
         remains in full force and effect and is hereby ratified and confirmed.

         THIS THIRD AMENDMENT TO SECURITY AGREEMENT Great Lakes Aviation, Ltd.
may be executed by the parties hereto in separate counterparts, each of which,
when so executed and delivered, shall be an original, but all such counterparts
shall together constitute but one and the same instrument.

GREAT LAKES AVIATION, LTD.               RAYTHEON AIRCRAFT CREDIT
                                         CORPORATION


By: ______________________________       By: __________________________________

    ______________________________           __________________________________




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