<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549

                                ----------------------


                                     FORM 10-K/A

/X/  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

/ /  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                            COMMISSION FILE NUMBER 0-23224

                              GREAT LAKES AVIATION, LTD.
                    (Name of Small Business Issuer in Its Charter)

                    IOWA                                        42-1135319
       (State or Other Jurisdiction of                      (I.R.S. Employer
       Incorporation or Organization)                       Identification No.)

                    1965 330TH STREET, SPENCER, IOWA 51301-9211
            (Address of Principal Executive Offices, including Zip Code)

                                   (712) 262-1000
                  (Issuer's Telephone Number, including Area Code)

     SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:  NONE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:
                           COMMON STOCK ($.01 PAR VALUE)
                                  (Title of Class)

     Check whether the issuer:  (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes/X/ No / /

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-K contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.   /X/

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 25, 1999 was approximately  $8,826,405.

     As of March 25, 1999, there were 8,637,440 shares of Common Stock of the
registrant issued and outstanding.

                         DOCUMENTS INCORPORATED BY REFERENCE

     None.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>


                                       PART III

ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table provides information with respect to the Company's 
directors and executive officers as of April 15, 1999.  Each executive 
officer has been appointed to serve until his successor is duly appointed by 
the Board of Directors or his earlier removal or resignation from office.  
Each director has been elected to serve a one-year term expiring in 1999 and 
until his or her successor has been duly elected and qualified.

<TABLE>
<CAPTION>

     Name                     Age                   Title
     ----                     ---                   -----
     <S>                      <C>       <C>
     Douglas G. Voss          44        Chief Executive Officer, President and
                                        Chairman of the Board of Directors

     Thomas J. Ahmann         60        Chief Financial Officer

     Roland G. Bergeson       58        Executive Vice President and
                                        Chief Operating Officer

     Richard H. Fontaine      58        Senior Vice President-Marketing

     Richard A. Hanson        40        Vice President, Controller

     James A. Frazier         40        Vice President, Customer Service

     Jeffery M. Davis         36        Vice President-Operations

     Kenneth W. Anderson      52        Vice President-Maintenance

     W. Eric Winger           44        Vice President-Product Development

     James E. Tostenrud       44        Chief Pilot

     Vernon A. Mickelson      72        Director

     Gayle R. Voss            39        Director

     Ivan L. Simpson          48        Director

</TABLE>

     DOUGLAS G. VOSS.  Mr. Voss co-founded the Company in 1979 and has served in
the positions of Chief Executive Officer and a director of the Company since the
Company's inception.  Mr. Voss became a pilot in 1974 and holds both an Airline
Transport Pilot Certificate and an Airframe and Powerplant Mechanic Certificate.
Mr. Voss is a graduate of Colorado Aero Tech.  In 1977 and 1978, Mr. Voss was
employed as a mechanic for a subsidiary of Executive Beechcraft, Inc.  Mr. Voss
has also served the Company in a number of operational positions, including
Director of Maintenance and Director of Operations.

     THOMAS J. AHMANN.  Mr. Ahmann joined Great Lakes as Chief Financial Officer
on January 25, 1999.  Previously he had been employed by Destron Fearing
Corporation from July 1993 to January 1999 as Chief Financial Officer, Vice
President of Finance, Secretary and Treasurer.

     ROLAND G. BERGESON.  Mr. Bergeson joined Great Lakes on July 1, 1998 as
Executive Vice President and Chief Operating Officer.  In this position, Mr.
Bergeson is responsible for the flying operations, maintenance and customer
service functions of the airline.  From March 1994 to July 1998, Mr. Bergeson
was employed by WestAir Commuter Airlines, Inc. as its President.


                                          1
<PAGE>

     RICHARD H. FONTAINE.  Mr. Fontaine rejoined Great Lakes in his present
position on September 25, 1995.  He previously had held the position of
President from 1988 to 1993.  In the interim, he was employed by GP Express
Airlines ("GP Express") as Executive Vice President, Marketing and Planning.
Subsequent to Mr. Fontaine's departure, GP Express entered into Chapter 11
proceedings under the federal bankruptcy laws.

     RICHARD A. HANSON.  Mr. Hanson rejoined Great Lakes in his present position
on June 1, 1997.  He previously held the positions at Great Lakes of Senior Vice
President - Finance from 1993 to 1994, and Controller from 1990 to 1993.  In the
interim Premium Standard Farms employed him as Corporate Finance Manager.
Previously he had been at First Image Corporation as Regional Manager of Finance
and Administration from 1988 to 1990.  Mr. Hanson is a Certified Public
Accountant.

     JAMES A. FRAZIER.  Mr. Frazier joined Great Lakes in March 1990 as Director
of Stations and was promoted to his present position of Vice President of
Customer Service in March 1992.

     JEFFERY M. DAVIS.  Mr. Davis joined Great Lakes in March 1988 as a
commercial pilot.  He has served in many positions within the Flight Operations
area of the Company, including Line Pilot, Instructor, Check-Airman, and
Director of Training.  He was promoted to his current position in December 1994.
Mr. Davis is the holder of an Airline Transport Pilot Certificate and is
currently a Designated Pilot Examiner for the Federal Aviation Administration.

     KENNETH W. ANDERSON.  Mr. Anderson joined Great Lakes on November 1, 1998
as Vice President of Maintenance.  Previously he had been at WestAir Airlines, a
subsidiary of Mesa Air Group as Vice President of Technical Services from May
1994 to June 1998.

     W. ERIC WINGER.  Mr. Winger has been with Great Lakes for over 17 years.
Since 1982, Mr. Winger has held the position of Vice President of Product
Development.

     JAMES E. TOSTENRUD.  Mr. Tostenrud joined Great Lakes as Chief Pilot on
March 25, 1990 and has held this position since that time.

     VERNON A. MICKELSON, Mr. Mickelson became a director of the Company in
December 1993.  For more than the past six years, Mr. Mickelson has been
self-employed as a consultant and has provided services to the Company
concerning matters involving Federal Aviation Administration ("FAA") regulatory
compliance and maintenance quality control.  Mr. Mickelson has worked in the
aviation industry since 1949, primarily in the field of aircraft maintenance.
From 1973 to 1988, Mr. Mickelson was employed by the FAA as a supervisor of FAA
maintenance and avionics inspectors operating in the State of Iowa.

     GAYLE R. VOSS, Ms. Voss has been a director of the Company since December
1996.  Ms. Voss has held various positions with the Company since its inception
including assisting in the management of the Spirit Lake Airport from 1978
through 1992, Station Agent and Station Manager responsible for all airline
reservations from 1982 through 1985, Airline Accounts Receivable and Revenue
Accounting Manager from 1985 through 1989, Airline Executive Office Receptionist
from 1989 through 1996 and Director of Airport Services and Airport Manager from
June 1996 through the present.

     IVAN L. SIMPSON, Mr. Simpson became a director of the Company in August
1997.  Mr. Simpson co-founded the Company in 1979, and served in various
operational roles through 1987, including: Chief Pilot, Director of Security,
and most recently, Vice President and Director of Operations.  He has been
employed as an Airline Transport Pilot for American Airlines since 1987.  Mr.
Simpson holds an Airline Transport Pilot Certificate and is Type rated in the
Boeing 757/767 aircraft.


                                          2
<PAGE>

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Commission and provide the Company
with copies of such reports.  Based solely on its review of the copies of such
forms received by it, or written representations from certain reporting persons,
the Company believes that, during the last fiscal year, its directors and
executive officers filed all reports on a timely basis.

ITEM 11.       EXECUTIVE COMPENSATION

     The following table sets forth information regarding the compensation
received by the Company's Chief Executive Officer for the years ended December
31, 1998, 1997 and 1996.  No other executive officer was paid a salary which
exceeded $100,000 for the year ended December 31, 1998.

<TABLE>
<CAPTION>

                              SUMMARY COMPENSATION TABLE

                                                                   LONG-TERM
                                                                  COMPENSATION
                                                                     AWARDS
                                                                  ------------
                                       ANNUAL COMPENSATION        SECURITIES
                                     ----------------------       UNDERLYING
 NAME AND PRINCIPAL POSITION         FISCAL YEAR     SALARY        OPTIONS(#)
--------------------------------------------------------------------------------
 <S>                                 <C>             <C>           <C>
 Douglas G. Voss                        1998         $151,250       100,000
                                        1997         $127,500          --
                                        1996         $127,500          --
</TABLE>

     The following table summarizes stock option grants and option exercises
during the fiscal year ended December 31, 1998 to or by the Chief Executive
Officer and certain other information relative to such options.  As stated
above, no other executive officer was paid a salary which exceeded $100,000 for
the year ended December 31, 1998.

                          OPTION GRANTS IN LAST FISCAL YEAR
                                 (INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>



                                                                                                         Potential Realizable
                                            Percent of                                                      Value at Assumed
                                              Total                                                      Annual Rates of Stock
                             Number of       Options                                                        Price For Option
                             Securities     Granted to                                                          Terms (2)
                             Underlying     Employees                                                    ---------------------
                              Options        in Fiscal             Exercise       Expiration               5%           10%
     Name                     Granted          Year                 Price            Date
-----------------------------------------------------------------------------------------------------------------------------------
     <S>                     <C>            <C>                    <C>            <C>                    <C>          <C>
     Douglas G. Voss          100,000          36.1%                $2.75         July 1, 2008           $172,946     $438,279
</TABLE>


(1)  On July 1, 1998, the Company granted Mr. Voss an option to purchase 100,000
     shares of Common Stock.  In connection with such grant, the Company's
     Compensation Committee received a Competitive Review of the Executive
     Compensation Program for the Chief Executive Officer, stating that the
     options granted to Mr. Voss were competitive and appropriate in light of
     comparable companies, particularly given the Company's improving
     performance and the fact that Mr. Voss does not receive any form of short
     term incentives.

(2)  The 5% and 10% assumed rates of appreciation are mandated by the rules of
     the Commission and do not represent the Company's estimate or projection of
     the future Common Stock Price.


                                          3
<PAGE>

                   AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                               AND FY-END OPTION VALUES
<TABLE>
<CAPTION>


                                                              Number of Securities
                       Shares                                     Underlying                               Value of  In-the
                     Acquired on             Value            Options at FY-End                       Money Options at FY-End(2)
      Name            Exercise              Realized        Exercisable/Unexercisable                 Exercisable/Unexercisable
-----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                    <C>             <C>                                       <C>
Douglas G. Voss          --                   --                   0/100,000(1)                                  $0/$12,500
</TABLE>


(1)  On July 1, 1998, the Company granted Mr. Voss an option to purchase 100,000
     shares of Common Stock.  In connection with such grant, the Company's
     Compensation Committee received a Competitive Review of the Executive
     Compensation Program for the Chief Executive Officer, stating that the
     options granted to Mr. Voss were competitive and appropriate in light of
     comparable companies, particularly given the Company's improving
     performance and the fact that Mr. Voss does not receive any form of short
     term incentives.

(2)  Market value of underlying securities at fiscal year end minus the exercise
     price.

DIRECTOR COMPENSATION

     Directors of the Company who are not employees of the Company participate
in the Company's Director Stock Option Plan, receive $1,000 for each meeting of
the Board or a meeting of a committee of the Board attended (not to exceed
$1,000 per day) and are reimbursed for out-of-pocket expenses incurred on behalf
of the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Messrs. Mickelson and Simpson compromised the Compensation Committee for
purposes of setting compensation levels for 1998.  No member of the Compensation
Committee was an officer or employee of the Company or its subsidiary during the
fiscal year ended December 31, 1998.  Mr. Simpson was an officer and employee of
the Company from 1979 through 1987.  No executive officer of the Company served
as a member of the Compensation Committee or board of directors of another
entity, one of whose executive officers served on the Company's Compensation
Committee or Board of Directors during the fiscal year ended December 31, 1998.


                                          4
<PAGE>

ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table contains certain information as of April 15, 1999
regarding the beneficial ownership of the Common Stock by (i) each person known
to the Company to own beneficially five percent or more of the Common Stock,
(ii) each director of the Company, (iii) each executive officer of the Company
and (iv) the directors and executive officers as a group.  Any shares which are
subject to an option or a warrant exercisable within 60 days are reflected in
the following table and are deemed to be outstanding for the purpose of
computing the percentage of Common Stock owned by the option or warrant holder
but are not deemed to be outstanding for the purpose of computing the percentage
of Common Stock owned by any other person.  Unless otherwise indicated, each
person in the table has sole voting and investment power as to the shares shown.
Unless otherwise indicated, the address for each listed shareholder is c/o Great
Lakes Aviation, Ltd.,1708 38th Avenue West, Spencer, Iowa 51301-9211.

<TABLE>
<CAPTION>


                                                                                 Amount and Nature                 Percentage of
                                                                            of Beneficial Ownership(1)               Outstanding
                                                                                                                         Stock
                                                                            --------------------------             -------------
<S>                                                                         <C>                                    <C>
Douglas G. Voss   . . . . . . . . . . . . . . . . . . . . . . . .                   5,275,000(2)(3)                     61.1%

Gayle R. Voss . . . . . . . . . . . . . . . . . . . . . . . . . .                   2,350,000(2)(3)                     27.2%

Raytheon Aircraft Credit Corporation  . . . . . . . . . . . . . .                   1,000,000(4)                        10.4%
10511 East Central
Wichita, Kansas  67206

Tennebaum & Co., LLC  . . . . . . . . . . . . . . . . . . . . . .                     500,000(5)                         5.8%
1999 Avenue of the Stars, 32nd Floor
Los Angles, California  90067

Michael E. Tennebaum  . . . . . . . . . . . . . . . . . . . . . .                     500,000(6)                         5.8%
1999 Avenue of the Stars 32nd Floor
Los Angeles, California 90067

Iowa Great Lakes Flyers, Inc. . . . . . . . . . . . . . . . . . .                     500,000(7)                         5.8%
1965 330th Street
Spencer, Iowa 51301

Roland G. Bergeson  . . . . . . . . . . . . . . . . . . . . . . .                      28,700                               *

Vernon A. Mickelson . . . . . . . . . . . . . . . . . . . . . . .                      17,000(8)                            *
1209 3rd Avenue West
Spencer, Iowa 51301

Richard H. Fontaine . . . . . . . . . . . . . . . . . . . . . . .                      12,000(9)                            *

James A. Tostenrud  . . . . . . . . . . . . . . . . . . . . . . .                       6,892(10)                           *

Jeffery M. Davis  . . . . . . . . . . . . . . . . . . . . . . . .                       6,879(10)                           *

W. Eric Winger  . . . . . . . . . . . . . . . . . . . . . . . . .                       6,100(10)                           *

James A. Frazier  . . . . . . . . . . . . . . . . . . . . . . . .                       5,600(10)                           *

Ivan L. Simpson . . . . . . . . . . . . . . . . . . . . . . . . .                       2,000(11)                           *
21261 North Bay Drive
Spirit Lake, Iowa 51360

Richard A. Hanson . . . . . . . . . . . . . . . . . . . . . . . .                       1,279                               *

Thomas J. Ahmann  . . . . . . . . . . . . . . . . . . . . . . . .                         -                                0%

Kenneth W. Anderson . . . . . . . . . . . . . . . . . . . . . . .                         -                                0%


                                                                      5
<PAGE>

All directors and officers as a group
   (13 persons) . . . . . . . . . . . . . . . . . . . . . . . . .                   5,361,450                           61.7%

</TABLE>
____________________

*     Indicates ownership of less than 1% of the outstanding shares of Common
      Stock.

(1)   The securities "beneficially owned" by a person are determined in
      accordance with the definition of "beneficial ownership" set forth in the
      regulations of the Securities and Exchange Commission (the "Commission")
      and accordingly, may include securities owned by or for, among others,
      the spouse, children or certain other relatives of such person as well as
      other securities as to which the person has or shares voting or
      investment power or has the right to acquire within 60 days.  The same
      shares may be beneficially owned by more than one person.

(2)   Ms. Voss has granted to Mr. Voss an irrevocable proxy to vote all of her
      shares of Common Stock (the "Shares") until June 28, 2010.  Mr. and Ms.
      Voss have also entered into a Shareholder Buy-Sell Agreement (the
      "Agreement") with respect to the Shares.  The term of the Agreement (the
      "Term") is until June 28, 2010 or until such time as Ms. Voss does not
      own any Shares or the Company is dissolved or liquidated.  Pursuant to
      the Agreement, Ms. Voss may not sell any Shares until June 28, 1999, at
      which time she may sell 470,000 Shares and an additional 235,000 Shares
      in each year thereafter.  Mr. Voss, however, has been granted a right of
      first refusal to purchase for the market price any Shares which Ms. Voss
      desires to so sell.  The Agreement also provides Mr. Voss the option to
      purchase any Shares at any time during the Term for the market price of
      shares of Common Stock.  The Agreement provides that in any transaction
      in which Mr. Voss sells greater than 5% of his shares of Common Stock,
      Mr. Voss has the right to compel Ms. Voss to include the Shares held by
      her in such transaction on the same terms as the shares of Common Stock
      of Mr. Voss.  In turn, Ms. Voss has the right to have her Shares included
      by Mr. Voss in any such transaction on a pro rata basis.  The Agreement
      also provides Mr. Voss with the right to purchase the Shares at the
      market price upon the death of Ms. Voss or upon an involuntary
      disposition of the Shares held by Ms. Voss.  Pursuant to the Agreement,
      Mr. Voss will vote all shares of Common Stock beneficially owned by him
      (including the Shares) for the election of Ms. Voss to the Board.

(3)   Mr. Voss is the beneficial owner of 5,275,000 shares of Common Stock.
      Ms. Voss is the record owner of 2,350,000 shares of Common Stock.  The
      shares of Common Stock owned by Ms. Voss and the shares of Common Stock
      owned by Iowa Great Lakes Flyers, Inc. are included in the 5,275,000
      shares of Common Stock reported by Mr. Voss.

(4)   Consists of a warrant for the purchase of an aggregate of 1,000,000
      shares of Common Stock.

(5)   Beneficial ownership of all 500,000 shares of Common Stock is shared with
      Michael E. Tennebaum.

(6)   Beneficial ownership of all 500,000 shares of Common Stock is shared with
      Tennebaum & Co. LLC.

(7)   Beneficial ownership of all 500,000 shares of Common Stock is shared with
      Douglas G. Voss.

(8)   Includes 10,000 shares of Common Stock subject to currently exercisable
      options.

(9)   Includes 12,000 shares of Common Stock subject to currently exercisable
      options.

(10)  Includes 5,600 shares of Common Stock subject to currently exercisable
      options.

(11)  Consists of 2,000 shares of Common Stock subject to currently exercisable
      options.

                                          6
<PAGE>

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Douglas G. Voss is the sole owner of Iowa Great Lakes Flyers, Inc.
("Flyers"), a corporation which owns and operates four-passenger and
six-passenger aircraft and several Beech 1900 aircraft, and owns a fleet of
rental cars.  From time to time, Flyers leases its four-passenger and
six-passenger aircraft to the Company for use in its charter and freight
operations.  In December 1994, the Company and Flyers entered into Aircraft
Lease Agreements pursuant to which the Company is leasing from Flyers two Beech
1900 aircraft.  These Aircraft Lease Agreements are on a month-to-month basis
and had lease payments of $27,000 per month per aircraft through July 1, 1995,
and thereafter have had lease payments of $33,000 per month per aircraft.  These
Aircraft Lease Agreements provide that the Company perform all required
maintenance.  In September 1997, Flyers sold one of the aircraft and
subsequently terminated the lease to the Company on that aircraft.  The Company
believes that its leases of aircraft from Flyers are on terms no less favorable
to the Company than would be similar transactions with unaffiliated third
parties.  Under these leases, the Company paid to Flyers a total of
approximately $516,000 for leased planes in connection with charter and freight
operations and $15,000 for automobile rental payments during the year ended
December 31, 1998.  Additionally, from time to time Flyers loans funds to the
Company on a short term basis.  As of April 15, 1999, the Company owed Flyers a
total of approximately $500,000.  Mr. Voss is also the owner of M&G Air travel,
Inc. ("M&G"), a corporation which owns and operates four-passenger and
six-passenger aircraft and owns a fleet of rental cars.  In December 1997, M&G
purchased two Beech 1900C aircraft and the Company became guarantor of the debt.
In April of 1998, M&G entered into an agreement to sell the aircraft to Raytheon
Aircraft Credit Corporation under a sale-leaseback arrangement, eliminating the
Company's guarantee of the debt.  In January 1998, the aircraft were leased to
the Company on a month-to-month basis and have lease payments of $22,000 per
month per aircraft.  The Company subsequently subleased these aircraft to third
parties at the same lease rate.  In September 1998, M&G leased three additional
1900C aircraft that were subleased to the Company on a month-to-month basis at a
rate of $22,000 per month. The Company incurred rents to M&G in the aggregate
amount of  $704,000 for leased planes in connection with charter and freight
operations during the year ended December 31, 1998.  In January 1999, the
Company terminated the leases to the third party and began operating the
aircraft primarily in freight operations.  As of April 15, 1999 the Company owed
M&G a total of approximately $1,144,000.

      On September 8, 1998 the Company completed a private placement to assist
the Company in complying with the Nasdaq SmallCap Market listing requirements.
The transaction occurred between the Company and two investors who each
purchased $1 million of the Company's Common Stock, or 500,000 shares each at a
per share price of $2.00. One of the investors was Flyers.  The Company received
an opinion from Dougherty Summit, LLC, financial advisors, to the effect that
the transaction was fair to the Company from a financial point of view, and the
transaction was approved by the unanimous vote of the Board of Directors (with
Mr. Voss abstaining).

      The Company and Roland G. Bergeson, an executive officer of the Company,
are parties to a letter agreement executed July 1, 1998 governing his employment
with the Company.  The agreement sets Mr. Bergeson's initial compensation level
at $140,000 annually and makes him eligible for salary increases, bonuses,
benefits and option grants under stock option plans.  Pursuant to the Agreement,
Mr. Bergeson received a 10-year option for the purchase of 50,000 shares of the
Company's Common Stock.  This option has an exercise price of $2.75 and vests
over a five year period.  Pursuant to the agreement, Mr. Bergeson's employment
is voluntary and may be terminated by the Company or Mr. Bergeson at any time
with six months prior written notice, provided, however, that if the Company
terminates Mr. Bergeson's employment without cause, Mr. Bergeson shall receive
an amount equal to his base salary per month at the end of each of the
six months immediately following the date of termination but in no event shall
he receive any such payments after he gains employment elsewhere.  The Company
may immediately terminate Mr. Bergeson's employment for cause upon written
notice to Mr. Bergeson.  The agreement also provides for accelerated vesting of
unvested stock options if a change of the ownership of the Company occurs.
Pursuant to this letter agreement, Mr. Bergeson received approximately $70,000
in compensation for the fiscal year ended December 31, 1998.

      The Company and Thomas J. Ahmann, an executive officer of the Company,
are parties to a letter agreement executed on January 25, 1999 governing his
employment with the Company.  The agreement sets  Mr. Ahmann's initial
compensation level at $120,000 annually and eligibility for salary increases,
bonuses, benefits and option grants under stock option plans.  Pursuant to the
Agreement, Mr. Ahmann received a 10-year option for the purchase of 50,000
shares of the Company's Common Stock.  This option has an exercise price of
$2.75 and vests over a five year period.


                                          7
<PAGE>

Pursuant to the agreement, Mr. Ahmann's employment is voluntary and may be
terminated by the Company or Mr. Ahmann at any time with six months prior
written notice, provided, however, that if the Company terminates Mr. Ahmann's
employment without cause, Mr. Ahmann shall receive an amount equal to his base
salary per month at the end of each of the six months immediately following the
date of termination but in no event shall he receive any such payments after he
gains employment elsewhere.  The Company may immediately terminate Mr. Ahmann's
employment for cause upon written notice to Mr. Ahmann. The agreement also
provides for accelerated vesting of unvested stock options if a change of
ownership of the Company occurs.  Mr. Ahmann did not receive any compensation
for the fiscal year ended December 31, 1998, having joined the Company in
January, 1999.


                                          8
<PAGE>

                                      SIGNATURES

Pursuant to the requirements of section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly issued this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       GREAT LAKES AVIATION, LTD.


Dated:  April 29, 1999                By  /s/ Douglas G. Voss
                                          --------------------------------
                                          Douglas G. Voss,
                                          President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below y the following persons on behalf of the registrant and in
the capacities an don the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                                          TITLE                                      DATE
<S>                                <C>                                                    <C>
/s/ Douglas G. Voss                President, Chief Executive Officer and Director        April 29, 1999
----------------------
Douglas G. Voss

/s/ Thomas J. Ahmann               Chief Financial Officer                                April 29, 1999
----------------------
Thomas J. Ahmann

/s/ Richard A. Hanson              Vice President, Controller                             April 29, 1999
----------------------
Richard A. Hanson

/s/ Vernon A. Mickelson            Director                                               April 29, 1999
----------------------
Vernon A. Mickelson

/s/ Gayle R. Voss                  Director                                               April 29, 1999
----------------------
Gayle R. Voss

/s/ Ivan L. Simpson                Director                                               April 29, 1999
----------------------
Ivan L. Simpson

</TABLE>


                                          9