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                                                            Exhibit 10.23

Principal Sum/Credit Limit: U.S. $5,000,000.00
Due Date: March 31, 1997
Done at Wichita, Kansas


                         NEGOTIABLE PROMISSORY NOTE

     On this, 31st day of July, 1996 (the "Commencement Date"), for good and 
valuable consideration, the receipt and sufficiency of which is hereby 
acknowledged, GREAT LAKES AVIATION, LTD., an Iowa Corporation, with its 
principal place of business at 190 Norwest Financial Center, 7900 Xerxes 
Avenue South, Minneapolis, Minnesota 55431 (hereafter "Debtor"), 
unconditionally promises to pay to the order of RAYTHEON AIRCRAFT CREDIT 
CORPORATION (hereinafter "Secured Party") or its assigns, the sum of Five 
Million and 00/100 United States Dollars (U.S. $5,000,000.00) (hereinafter 
"Principal Sum"), or, if less, the aggregate unpaid principal amount of all 
advances made by Secured Party to Debtor, together with accrued interest at 
the applicable Interest Rate specified below and such other charges and fees 
as herein provided.  This Negotiable Promissory Note is sometimes hereinafter 
referred to as the "Promissory Note" or the "Agreement".

     This Promissory Note possesses a revolving feature.  Upon satisfaction 
of all conditions set forth in this Note, Borrower shall be entitled to 
borrow up to the full Principal Sum of this Promissory Note and to repay and 
reborrow from time to time during the term of this Promissory Note.

     Secured Party shall maintain a record of the amount loaned to and repaid 
by Debtor under this Promissory Note.  The aggregate unpaid principal amount 
shown on such record shall be rebuttable presumptive evidence of the 
principal amount owing and unpaid on this Promissory Note.  The Secured 
Party's failure to record the date and amount of any advance on such record 
shall not limit or otherwise affect the obligations of the Debtor under this 
Promissory Note to pay the principal amount of the advances together will all 
interest accruing thereon.  Secured Party shall not be obligated to provide 
Debtor with a copy of the record on a periodic basis, however, Debtor shall 
be entitled to inspect or obtain a copy of the record during Secured Party's 
business hours.

     The Principal Sum and accrued interest shall he repaid by Debtor to 
Secured Party over a period of eight (8) months (hereinafter "Financing 
Term") in accordance with the terms and subject to the conditions specified 
below:

     1.   INTEREST RATE.  In addition to Debtor's repayment of the Principal 
Sum, Debtor shall pay interest to Secured Party on the unpaid balance of the 
Principal Sum at the applicable rate of interest hereinafter specified.  The 
applicable rates of interest throughout the Financing Term shall be as 
follows:

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     (a)  During the eight (8) month period beginning the Commencement Date 
          hereof (Months 1 through 8 of the Financing Term) , interest shall 
          accrue on the unpaid balance of the Principal Sum and be paid by 
          Debtor at an annual rate equal to the rate that Bank of America, 
          New York, New York, U.S.A. announces from time to time as its prime 
          lending rate (hereinafter "Prime Rate").  The rate of interest shall 
          be adjusted on the first business day of each calendar year quarter 
          (i.e., January 1, April 1, July 1 and October 1) to reflect any 
          increase or decrease in the Prime Rate as of that date.

     The annual rate of interest applicable hereunder from time to time, as 
specified above, is sometimes referred to herein as the "Interest Rate".  All 
interest shall be calculated on the basis of a 360-day year and actual days 
outstanding.  Notwithstanding anything set forth herein to the contrary, in 
no event shall the Interest Rate payable hereunder be higher than the maximum 
amount permitted under applicable law.

     2 .   PAYMENT OF PRINCIPAL AND INTEREST.  The Principal Sum shall be 
repaid by Debtor to Secured Party in one payment due March 31, 1997 
(hereinafter "Due Date").  Interest shall be paid on the outstanding 
principal balance monthly. The amount of each respective monthly interest 
payment shall be advised by Secured Party to Debtor at the beginning of each 
month.  Debtor's first monthly interest payment shall be due and payable on 
the 15th day of the calendar month following the month containing the 
Commencement Date hereof (Month 1 of the Financing Term) . Each subsequent 
monthly interest payment shall be paid by Debtor on the same date of each 
succeeding calendar month.

     3 .  REPAYMENT AND PREPAYMENT.  The aforesaid payments of principal and 
interest shall be made to Secured Party at its office in Wichita, Kansas.  
All payments shall be due and payable, without demand or notice to Debtor, in 
strict accordance with the aforesaid monthly schedule of payments.  Any 
payment due on a non-business day may be made on the next succeeding business 
day. Debtor's payments hereunder, when received, shall be applied first to 
the payment of accrued interest (computed upon the unpaid balance of the 
Principal Sum) and any late payment charges owed as of the date such payment 
is received by Secured Party (if any), and the remainder of Debtor's payment 
shall be applied to payment of the unpaid Principal Sum.  The unpaid 
Principal Sum and all accrued interest and late payment charges due hereunder 
must be paid in full on the Due Date.  Debtor may prepay the unpaid balance 
of the Principal Sum in part or in full at any time and without any penalty.

     4 .   LATE PAYMENT CHARGE.  In the event Debtor is more than ten (10) 
days late in making any payment due hereunder as specified above, a late 
payment charge in an amount equal to three percent (3%) of the amount of the 
delayed payment shall be assessed against Debtor and added to the amount of 
the delayed payment due hereunder for the purpose of defraying Secured 
Party's expenses incident to handling the delinquent payment.  Any late 
payment charge assessed against Debtor shall be immediately due and payable 
to Secured Party.  The late payment charge shall be in addition to, and not 
in lieu of, any other remedy provided to Secured Party in this Agreement for 
default by Debtor.

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     5.   SECURED TRANSACTION.  To secure the payment of Debtor's obligation 
hereunder and any and all other indebtedness owed by Debtor to Secured Party 
(whether now existing or hereafter arising) ,as well as any renewals, 
extensions or changes in the form of said obligation or indebtedness, Debtor 
has contemporaneously herewith executed a Loan and Security Agreement 
(hereinafter "Security Agreement") granting to Secured Party a security 
interest in all of Debtor's accounts receivables including but not limited to 
the following:

     All of Debtor's right, title and interest in and to the entire
     Passenger Revenue, Air Freight, non-transportation, IATA, UATP and
     net settlement amounts which are or shall be received for the account
     of and are or shall become payable to Debtor by The Chase Manhattan
     Bank, N.A. as agent for Airlines Clearing House, Inc.

     All of Debtor' s right, title and interest in and to the entire 
     Passenger Revenues, Air Freight, and non-transportation amounts which 
     are or shall be received for the account of and are or shall become 
     payable to Debtor by Midway Airlines, Inc.

     All of Debtor' s right, title and interest in and to the entire Passenger
     Revenue, Air Freight, non-transportation, IATA, UATP and net settlement 
     amounts which are or shall be received for the account of and are or shall
     become payable to Debtor by Airline Reporting Corporation.

     6.   PURPOSE OF LOAN.  Debtor warrants and represents to Secured 
     Party that this loan is for business, commercial or agricultural 
     purposes and not primarily for personal, family or household purposes.

     7 .  DEBTOR'S DEFAULT.  The parties agree that the occurrence of any 
     of the following events shall constitute an "Event of Default" :

          (a)  Debtor's failure to make any timely payment of either 
               principal, interest, late payment charges or any other 
               amount required to be paid hereunder, or Debtor's failure 
               to pay any amount required under any other promissory note, 
               security agreement or lease agreement between Debtor and 
               Secured Party, if such default is not cured by Debtor within 
               five (5) calendar days of receipt of Secured Party's notice 
               specifying such default;

          (b)  Debtor's failure to perform any promise, agreement, 
               obligation, warranty or covenant made by it herein or in the 
               Security Agreement, if such default is not cured by Debtor within
               five (5) calendar days of receipt of Secured Party's notice 
               specifying such default;

          (c)  Five (5) calendar days after Secured Party provides 
               Debtor with written notice of any material misrepresentation 
               made by Debtor to Secured Party in connection with the Security
               Agreement or this Agreement, provided that Secured Party is 
               materially prejudiced thereby;

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          (d)  entry of a money judgment against Debtor, if such judgment 
               is nonappealable and remains undischarged or unstayed for a 
               period in excess of sixty (60) days;

          (e)  dissolution, termination of existence, insolvency, business 
               failure, inability to pay debts as they mature, assignment 
               for the benefit of creditors, or the commencement, with 
               respect to Debtor, of any proceedings (either voluntary or 
               involuntary) under any bankruptcy or insolvency laws;

          (f)  appointment of a receiver of any material part or all of 
               Debtor's assets or the commencement of any involuntary 
               proceedings against Debtor under any bankruptcy or insolvency 
               laws, if such appointment or proceeding continues for a period 
               of more than sixty (60) days;

          (g)  Debtor entering into any transaction, without the prior 
               written consent of Secured Party, which consent will not be 
               unreasonably withheld, whereby all or substantially all of 
               Debtor's undertakings, property and assets would become the 
               property of any other company, whether by way of reconstruction,
               reorganization, consolidation, amalgamation, merger, transfer, 
               sale or otherwise;

          (h)  default in the payment by Debtor of any indebtedness for 
               borrowed money owed to any creditor resulting in the 
               acceleration of a material amount of indebtedness greater 
               than U.S. $5,000,000.00 that would reasonably justify Secured 
               Party in deeming itself insecure;

          (i)  Debtor (or its Permitted Lessee) ceasing to be licensed 
               pursuant to U.S. or other applicable law to operate a 
               commercial air service; or

Should an Event of Default occur, Secured Party may employ all 
remedies allowed by law, including declaring all indebtedness owed 
hereunder, as well as any other indebtedness or liability of 
Debtor owed to Secured Party, immediately due and payable.  
Additionally, Secured Party may require Debtor to assemble the 
Collateral and make it available to Secured Party at a place to be 
designated by Secured Party which is reasonably convenient to both 
parties. The requirements of the Kansas Uniform Commercial Code 
for reasonable notification to Debtor of the time and place of any 
proposed public sale of the Collateral or of the time after which 
any private sale or other intended disposition of the Collateral 
is to be made shall be met if such notice is mailed, postage 
prepaid, to Debtor's address, as specified herein, at least ten 
(10) days before the time of the sale or disposition.  After 
deduction of all reasonable expenses incurred in realizing on 
Secured Party's security interest, and after the payment of all 
principal, interest and late payment charges due under this 
Agreement, the balance of the proceeds of sale, if any, may be 
applied to the payment of any or all other indebtedness which 
Debtor owes Secured Party, regardless of whether such indebtedness 
is due or not.  Debtor shall be liable for any deficiency in its 
financial obligation under this Agreement after application of 
such proceeds.  Debtor agrees to pay the reasonable attorneys' 
fees incurred by Secured Party to repossess the Collateral as well 
as the attorneys, fees incurred in pursuing and collecting any 
deficiency.

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     8 .  OBLIGATION TO MAKE PAYMENTS.  Debtor acknowledges and agrees that 
its obligation to make all payments due and owing under the provisions hereof 
shall be absolute and unconditional and to the extent permitted by applicable 
law shall not be affected by any circumstance whatsoever, including, without 
limitation (a) any setoff, counterclaim, defense or other right which Debtor 
may have against Secured Party or any other person or entity for any reason 
whatsoever; (b) any liens or rights of others with respect to the Collateral; 
(c) the invalidity or unenforceability or lack of due authorization of this 
Agreement or any lack of right, power or authority of Debtor or Secured Party 
to enter into this Agreement; (d) any insolvency, bankruptcy, reorganization 
or similar proceedings by or against Debtor or any other person or entity; or 
(e) any other cause whether similar or dissimilar to the foregoing, any 
present or future law notwithstanding, it being the intention of the parties 
hereto that all payments being payable by Debtor hereunder shall continue to 
be payable in all events in the manner and at the time provided herein.  Such 
payments shall not be subject to any abatement, setoff or reduction for any 
reason whatsoever, including any present of future claims by Debtor against 
Secured Party under this Agreement or otherwise.  To the extent permitted by 
applicable law, Debtor hereby waives any rights which it may now have or 
which may be conferred upon it, by statute or otherwise, to terminate, 
cancel, quit or surrender this Agreement except in accordance with the terms 
hereof.

     9.   WAIVERS.  Debtor hereby waives any requirements pertaining to 
presentment, demand for payment, notice of dishonor, and all other notices or 
demands in connection with the delivery, acceptance, performance, default or 
endorsement of this Promissory Note.  No waiver of any covenant, warranty or 
condition of this Agreement, nor of any breach or default hereunder, shall be 
effective for any purpose whatsoever unless such waiver is in writing and 
signed by an officer of Secured Party.  It is expressly agreed that Secured 
Party's waiver of any breach or default by Debtor shall constitute a waiver 
only as to such particular breach or default and not a waiver of any future 
breach or default.

     10.  LEGAL, VALID, BINDING AND ENFORCEABLE OBLIGATION.  Debtor 
represents and warrants to Secured Party that this Promissory Note, upon 
execution and delivery, will constitute the legal, valid and binding and 
enforceable obligation of Debtor.  Debtor agrees to furnish Secured Party 
with written legal opinions, satisfactory in form and substance to Secured 
Party, verifying the aforesaid representation and warranty.

     11.  CHANGES OF ADDRESS. Debtor shall immediately notify Secured Party 
in writing of any change of address from that shown in this Agreement.

     12.  GOVERNING LAW AND FORUM CHOICE.  THIS AGREEMENT WAS MADE AND 
ENTERED INTO IN THE STATE OF KANSAS AND THE LAW GOVERNING THIS TRANSACTION 
SHALL BE THAT OF THE STATE OF KANSAS AS IT MAY FROM TIME TO TIME EXIST.  THE 
LAW OF THE STATE OF KANSAS SHALL APPLY TO ANY AND ALL MATTERS ARISING FROM OR 
RELATED TO THIS AGREEMENT AND TRANSACTION, INCLUDING ANY ACTIONS UNDERTAKEN 
BY SECURED PARTY SHOULD AN "EVENT OF DEFAULT" OCCUR, SUCH AS AN ACTION TO 
OBTAIN POSSESSION OF AND FORECLOSE UPON THE COLLATERAL, AND ALL OTHER 

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REMEDIES WHICH MAY BE AVAILABLE INCLUDING SEEKING A DEFICIENCY JUDGMENT 
AGAINST DEBTOR. THE PARTIES AGREE THAT ANY LEGAL PROCEEDING BASED UPON THE 
PROVISIONS OF THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN EITHER THE 
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS AT WICHITA, KANSAS, 
OR IN THE EIGHTEENTH JUDICIAL DISTRICT COURT OF SEDGWICK COUNTY, KANSAS, TO 
THE EXCLUSION OF ALL OTHER COURTS AND TRIBUNALS.  NOTWITHSTANDING THE ABOVE, 
IN THE EVENT AN "EVENT OF DEFAULT" SHOULD OCCUR, SECURED PARTY (AT ITS SOLE 
OPTION) MAY INSTITUTE A LEGAL PROCEEDING IN ANY JURISDICTION AS MAY BE 
APPROPRIATE IN ORDER FOR SECURED PARTY TO OBTAIN POSSESSION OF AND FORECLOSE 
UPON THE COLLATERAL. THE PARTIES HEREBY CONSENT AND AGREE TO BE SUBJECT TO 
THE JURISDICTION OF THE AFORESAID COURTS IN SUCH PROCEEDINGS.

     13.  ENFORCEABILITY.  The provisions of this Agreement shall be 
severable and, if any provisions are for any reason determined to be invalid, 
void or unenforceable, in whole or in part, the remaining provisions shall 
remain in full force and effect; provided that the purpose of the remaining 
valid, effective and enforceable provisions is not frustrated; and provided 
further that no party is substantially and materially prejudiced thereby.

     14.  ASSIGNABILITY.  Secured Party shall have the absolute right to 
assign, transfer or sell any of its rights under this Promissory Note to any 
party of its choosing upon giving written notice thereof to Debtor.  Debtor 
may not assign or delegate any of its rights or obligations hereunder without 
the prior written consent of Secured Party, which consent will not 
unreasonably be withheld.

     15.  BINDING AGREEMENT.  All obligations of Debtor hereunder shall bind 
the heirs, legal representatives, successors and assigns of Debtor.  If there 
be more than one Debtor hereunder, their liabilities shall be joint and 
several.  All rights of Secured Party hereunder shall inure to the benefit of 
its successors and assigns.

     16.  ENTIRE AGREEMENT.  This Agreement and the Security Agreement 
constitute the entire agreement between and among the parties with respect to 
the subject matter hereof.  There are no verbal understandings, agreements, 
representations or warranties between the parties which are not expressly set 
forth herein.  This Agreement shall not be changed orally, but only in 
writing signed by the parties hereto.

     17.  NOTICES.  Any notice pertaining to this Agreement shall be deemed 
sufficiently given if personally delivered or sent by registered or certified 
mail, return receipt requested, to the party to whom said notice is to be 
given.  Notices sent by registered or certified mail shall be deemed given on 
the third day after the date of postmark.  Until changed by written notice 
given by either party, the addresses of the parties shall be as follows:

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Debtor:         Great Lakes Aviation, Ltd.
Attn.:          President
                190 Norwest Financial Center
                7900 Xerxes Avenue South
                Minneapolis, Minnesota 55431

Secured Party:  Raytheon Aircraft Credit Corporation
Attn.:          President
                9709 East Central
                Wichita, Kansas 67206

The designated addresses of both parties must be located within the
United States of America.

     18.  SIGNATORY AUTHORITY.  The undersigned officer of Debtor verifies 
and warrants that he/she has read this Promissory Note in its entirety, that 
he/she understands its provisions and purpose, and that he/she has full 
authority to sign and deliver the same on behalf of Debtor and to bind 
Debtor, as a corporation, thereto.

     In witness of the foregoing, Debtor has caused its duly authorized 
officer to execute and deliver this Agreement at Wichita, Kansas on the day 
and year herein stated.

                                      GREAT LAKES AVIATION, LTD.

                                      By: /s/ Douglas G. Voss
                                        ---------------------------
                                          Douglas G. Voss, Chairman
                                               "Debtor"


STATE of Kansas                    )
                                   )    ss:
COUNTY of Sedgwick                 )

     This instrument was acknowledged before me on the 31st day of July, 
1996, by Douglas G. Voss, who is the Chairman of Great Lakes Aviation, Ltd., 
on behalf of the corporation.

                                          /s/ Pamela E. Bailey
                                        ---------------------------
                                          Notary Public

                                          My Commission Expires:
                                          September 26, 1997

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