SCHEDULE 14A INFORMATION
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

COMMISSION FILE NO. 0-23224

GREAT LAKES AVIATION, LTD.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to
which transaction applies:
------------------------------------------
2) Aggregate number of securities to which
transaction applies:
-------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state
how it was determined):
---------------------------------------------
4) Proposed maximum aggregate value
of transaction:
-----------------------------------------------------
5) Total fee paid:
-----------------------------------------------------

/ / Fee paid previously with preliminary materials:

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------
3) Filing Party:
--------------------------------------------------------
4) Date Filed:
----------------------------------------------------------

GREAT LAKES AVIATION, LTD.
1708 38th Avenue West
Spencer, Iowa 51301-9211

May 25, 1999

Dear Shareholder of Great Lakes Aviation, Ltd.:

You are cordially invited to attend the Annual Meeting of
Shareholders of Great Lakes Aviation, Ltd., to be held at The Village East
Resort, located at 1405 Highway 71 South, Okoboji, Iowa, on Friday, June 25,
1999, at 10:00 a.m., local time.

At the Annual Meeting you will be asked to vote for an amendment to
the Amended and Restated Articles of Incorporation of the Company to authorize
the issuance of preferred stock, for the election of four directors of the
Company and to ratify the appointment by the Board of Directors of KPMG Peat
Marwick LLP as the Company's independent auditors for the fiscal year ending
December 31, 1999. The accompanying material contains the Notice of Annual
Meeting, the Proxy Statement which includes information about the matters to be
acted upon at the Annual Meeting, and the related Proxy Card.

I encourage you to attend the Company's Annual Meeting. Whether or
not you are able to attend the Annual Meeting in person, I urge you to sign and
date the enclosed Proxy and return it promptly in the enclosed envelope. If you
do attend the Annual Meeting in person, you may withdraw your Proxy and vote
personally on any matters properly brought before the Annual Meeting.

Very truly yours,

GREAT LAKES AVIATION, LTD.

/s/ Douglas G. Voss
Douglas G. Voss
Chairman of the Board, President and
Chief Executive Officer

GREAT LAKES AVIATION, LTD.
1708 38th Avenue West
Spencer, Iowa 51301-9211

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, JUNE 25, 1999

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

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Great Lakes Aviation, Ltd. (the "Company") will be held at The Village East
Resort, 1405 Highway 71 South, Okoboji, Iowa, on Friday, June 25, 1999, at 10:00
a.m., local time, for the following purposes, as more fully described in the
accompanying Proxy Statement:

1. To elect four directors for the ensuing year and until their
successors are duly elected and qualified;

2. To consider and vote upon an amendment to the Company's
Amended and Restated Articles of Incorporation to authorize
the issuance of preferred stock.

3. To ratify the selection of KPMG Peat Marwick LLP as the
Company's independent public accountants for the fiscal year
ending December 31, 1999; and

4. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.

The transfer books of the Company will not be closed for the Annual
Meeting. Only shareholders of record at the close of business on May 19, 1999,
are entitled to notice of and to vote at the Annual Meeting.

All shareholders are cordially invited and requested to attend the
Annual Meeting in person. Shareholders who are unable to attend in person are
requested to complete, date and sign the enclosed proxy exactly as your name
appears thereon and promptly return it in the envelope provided, which requires
no postage if mailed in the United States. Your proxy is being solicited by the
Board of Directors of the Company. Your attendance at the Annual Meeting,
whether in person or by proxy, is important to ensure a quorum. If you return
your proxy, you still may vote your shares in person by giving written notice
(by subsequent proxy or otherwise) to the Secretary of the Company at any time
prior to your vote at the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Douglas G. Voss
Douglas G. Voss
Chairman of the Board, President and
Chief Executive Officer

Spencer, Iowa
May 25, 1999

GREAT LAKES AVIATION, LTD.
1708 38th Avenue West
Spencer, Iowa 51301-9211

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

PROXY STATEMENT
FOR
1999 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, JUNE 25, 1999

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

INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board of Directors" or
the "Board") of Great Lakes Aviation, Ltd. (the "Company" or "Great Lakes"), to
be voted at the Annual Meeting of Shareholders (the "Annual Meeting") to be held
at The Village East Resort, 1405 Highway 71 South, on Friday, June 25, 1999, at
10:00 a.m., local time, and at any adjournment or postponement thereof. The
Notice of Annual Meeting, this Proxy Statement and the enclosed proxy are first
being mailed to Shareholders on or about May 25, 1999.

The Board of Directors knows of no business which will be presented
at the Annual Meeting other than the matters referred to in the accompanying
Notice of Meeting. However, if any other matters are properly presented at the
Annual Meeting, it is intended that the persons named in the proxy will vote on
such matters in accordance with their best judgement. Shares of Common Stock
represented by properly executed proxies on which no specification has been made
will be voted: (i) in favor of the election of the nominees for directors listed
herein; (ii) in favor of an amendment to the Company's Amended and Restated
Articles of Incorporation to authorize the issuance of preferred stock; and
(iii) in favor of the selection of KPMG Peat Marwick LLP as the independent
public accountants of the Company. If any other matters are properly presented
at the Annual Meeting for action, including a question of adjourning the Annual
Meeting from time to time, the persons named in the proxies and acting
thereunder will have discretion to vote on such matters in accordance with their
best judgment.

RECORD DATE AND OUTSTANDING COMMON STOCK

Only holders of Common Stock of the Company whose names appear of
record on the books of the Company at the close of business on May 19, 1999 (the
"Record Date"), are entitled to receive notice of, and to vote at, the Annual
Meeting. On the Record Date, the issued and outstanding voting shares of the
Company consisted of 8,637,440 shares of Common Stock, each entitled to one vote
per share.

REVOCABILITY OF PROXIES

Any shareholder who executes and returns a proxy may revoke it at
any time before it is voted. Any shareholder who wishes to revoke a proxy can do
so by (i) executing a later-dated proxy relating to the same shares and
delivering it to Chief Financial Officer of the Company prior to the vote at the
Annual Meeting, (ii) filing a written notice of revocation bearing a later date
than the proxy with the Chief Financial Officer of the Company prior to the
Annual Meeting, or (iii) appearing in person at the Annual Meeting, filing a
written notice of revocation and voting in person the shares to which the proxy
relates. Any written notice or subsequent proxy should be delivered to Great
Lakes Aviation, Ltd., 1708 38th Avenue West, Spencer, Iowa 51301-9211,
Attention:

Thomas J. Ahmann, Chief Financial Officer, or hand-delivered to the
Chief Financial Officer of the Company prior to the vote at the Annual Meeting.

QUORUM; ABSTENTIONS; BROKER NON-VOTES

The presence, in person or by proxy, of the holders of at least a
majority of the shares of Common Stock outstanding and entitled to vote is
necessary to constitute a quorum for the transaction of business at the Annual
Meeting. All votes will be tabulated by the inspector of election for the Annual
Meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes.

If a properly executed proxy is returned and the shareholder has
abstained from voting on any matter, the shares represented by such proxy will
be considered present at the Annual Meeting for purposes of determining whether
a quorum is present, but will not be considered to have been voted in favor of
such matter.

If a properly executed proxy is returned by a broker holding shares
in street name which indicates that the broker does not have discretionary
authority as to certain shares to vote on one or more matters, such shares will
be considered present at the Annual Meeting for determining a quorum, but will
not be considered to be represented at the Annual Meeting for purposes of
calculating the vote with respect to such matter.

SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

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.

AMOUNT AND NATURE PERCENTAGE OF
OF BENEFICIAL OWNERSHIP(1) OUTSTANDING STOCK
-------------------------- -----------------

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 E. 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%

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

- -------------------
* 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.

COMPENSATION OF EXECUTIVE OFFICERS

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.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
AWARDS
--------------------
ANNUAL COMPENSATION SECURITIES
------------------------------------------------- UNDERLYING
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY OPTIONS(#)
- ------------------------------------------------------------ ----------------------- ------------------------- --------------------

Douglas G. Voss................................................. 1998 $151,250 100,000
1997 $127,500 -
1996 $127,500 -

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)

POTENTIAL REALIZABLE
NUMBER OF PERCENT OF TOTAL VALUE AT ASSUMED
SECURITIES OPTIONS GRANTED TO ANNUAL RATES OF STOCK
UNDERLYING EMPLOYEES IN PRICE FOR OPTION TERMS (2)
OPTIONS FISCAL EXERCISE EXPIRATION -------------------------------
NAME GRANTED YEAR PRICE DATE 5% 10%
- -----------------------------------------------------------------------------------------------------------------------------------

Douglas G. Voss 100,000 36.1% $2.75 July 1, 2008 $172,946 $438,279

(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.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES

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

Douglas G. Voss - - 0/100,000(1) $0/$12,500

(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.

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE
COMPANY'S PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE
FILINGS, INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING
REPORT AND THE "COMPANY STOCK PERFORMANCE" SECTION BELOW SHALL NOT BE
INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.

REPORT ON REPRICING OF OPTIONS

In May 1995, the Compensation Committee approved resolutions
authorizing the exchange and repricing ("repricing") of certain outstanding
stock options held by employees of the Company whereby each employee could
voluntarily surrender and cancel his or her existing stock options and receive
new options exercisable for 70% of the number of shares of Common Stock
underlying the previous options, on the terms described below. The Compensation
Committee noted that the overall purpose of the Company's stock option plans had
been to attract and retain the services of the Company's employees and to
provide incentives to such persons to exert maximum efforts for the Company's
success. The Compensation Committee concluded that the decline in the market
value of shares of Common Stock had frustrated these purposes and diminished the
value of the Company's stock option program as an element of the Company's
overall compensation arrangements. Further, the Compensation Committee expressed
its view that a repricing program could also reduce the number of shares of
Common Stock issuable upon exercise of outstanding options. Accordingly, the
Compensation Committee adopted a repricing program with the following elements:

All employees of the Company holding options (the "Old Options") to
purchase shares of Common Stock at the time of the repricing would be eligible
to participate in the repricing program. Each such participant who so chose
could cancel any Old Options and in exchange would receive a grant of new
options (the "New Options") for 70% of the number of shares underlying the
canceled Old Options. At the time of the repricing, the exercise price of such
Old Options was $11.00 per share of Common Stock. The exercise price of all New
Options is $3.88 per share of Common Stock. Vesting under the Old Options did
not transfer to the New Options. New Options replacing Old Options would vest in
equal amounts over a five year period, beginning May 19, 1996. The term of each
New Option was ten years and the exercise price of the New Options was the fair
market value on the date of grant.

The Compensation Committee:
Vernon A. Mickelson
Ivan L. Simpson

BOARD REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee determined the compensation arrangements
for the Company's executive officers for 1998 in June 1998. The Compensation
Committee's principal responsibility is to ensure the Company's executive and
director compensation plans are aligned with and promote the Company's business
objectives. In particular, because the operations of the Company have expanded
rapidly during the past year the Compensation Committee is seeking to structure
and implement an executive compensation package which will attract and retain
executives capable of managing these expanded operations and assuring the future
success of the Company.

The Company's executive compensation package in 1998 consisted of
two main components: (i) base salary, and (ii) stock options. The base salary of
each of the executive officers was determined after considering the
responsibilities and performance of the individual officer, the experience of
the individual officer and base salaries for comparable companies. The
Compensation Committee believes that the Company's compensation programs for
executive officers of the Company and stock option grants under the Company's
1993 Stock Option Plan, which was approved by the Company's shareholders, are
designed to align the long-term interests of the Company's executives and its
shareholders and assist in the retention of executives.

In determining the compensation package for Douglas G. Voss, the
Chief Executive Officer of the Company, the Compensation Committee noted that
the ownership by Mr. Voss of a substantial number of shares of Common Stock
uniquely aligns his long-term interests with the Company's shareholders. In
light thereof, the Compensation Committee has historically not tied Mr. Voss'
compensation to Company performance. However, given that the Compensation
Committee determined that Mr. Voss' base salary had historically been below that
of Chief Executive Officers of comparable companies, and in light of the
Compensation Committee's determination that the Company's growth plans are such
that an incentive-based component of the Chief Executive Officer's compensation
will assist in the realization of these growth plans, the Company granted Mr.
Voss a nonqualified option on July 1, 1998 for the purchase of 100,000 shares of
Common Stock at an exercise price of $2.75 per share. This is a 10-year option
vesting over a 5-year period. Prior to 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 were 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.

Compensation Committee:
Vernon A. Mickelson
Ivan L. Simpson

COMPANY STOCK PERFORMANCE

Set forth below is a graph prepared by the Center for Research in
Security Prices ("CRSP") comparing the cumulative total shareholder return on
shares of Common Stock since January 20, 1994, the effective date of the
Company's initial public offering, through December 31, 1999, with the
cumulative total return on the CRSP Total Returns Index for The NASDAQ Stock
Market (U.S. Companies) and the CRSP Total Returns Index for NASDAQ Stocks (SIC
4510-4529US) (an index of peer companies represented by companies engaged in air
transportation, and regional airlines) for the same period. The graph assumes an
initial investment of $100.00 and reinvestment of dividends, if any.

[GRAPH]

- -----------------------------------------------------------------------------------------------
LEGEND
CRSP Total Returns Index for: 01/1994 12/1994 12/1995 12/1996 12/1997 12/1998
- ----------------------------- ------- ------- ------- ------- ------- --------

Great Lakes Aviation, Ltd. 100.0 40.8 30.6 20.4 14.3 23.5
Nasdaq Stock Market (US Companies) 100.0 95.9 135.7 166.9 204.7 288.4
NASDAQ Stocks (SIC4510-4529 US)
Air Transportation Services 100.0 66.2 156.7 121.7 152.8 141.1

NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day,
the preceeding trading day is used.
D. The index level for all series was set to $100.0 on 01/20/1994.
- -----------------------------------------------------------------------------------------------

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The person named in the accompanying proxy will vote for the
election of the below named nominees, unless authority to vote is withheld. Each
of the four nominees presented for director is currently a member of the Board
and was previously elected by the Company's shareholders. Directors of the
Company are elected annually to serve until the next Annual Meeting of
Shareholders or until their successors are duly elected and qualified. The Board
unanimously recommends a vote for each of the following nominees. All nominees
have agreed to stand for election at the Annual Meeting. If, prior to the Annual
Meeting, the Board learns that any nominee will be unable to serve by reason of
death, incapacity, or other unexpected occurrence, the proxies which would have
otherwise been voted for such nominee will be voted for a substitute nominee, if
any, elected by the Board.

NOMINEES FOR ELECTION AS DIRECTOR

The following table sets forth certain information regarding the
nominees for election as director of the Company. All of the directors of the
Company elected at the Annual Meeting will serve until their successors are duly
elected and qualified.

Name Age Position
- ------------------- --- -----------------------------------------------

Douglas G. Voss 44 President, Chief Executive Officer and Director
Vernon A. Mickelson 72 Director
Gayle R. Voss 39 Director
Ivan L. Simpson 48 Director

The following describes the business, the business experience and
background of the nominees, each of whom currently serves as a director of the
Company.

DOUGLAS G. VOSS, age 44, 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.

VERNON A. MICKELSON, age 72, became a director of the Company in
December 1993. For more than the past seven 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, age 39, 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, age 48, became a director of the Company in 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.

THE BOARD AND COMMITTEES

In 1998 the Board held four meetings. Each of the incumbent
directors attended all of the meetings of the Board and each Committee of which
he or she was a member held during 1998.

On April 14, 1998 the Board ratified the members of its Audit
Committee and its Compensation Committees for 1998. The members of each
committee during 1998 were Mr. Vernon A. Mickelson and Mr. Ivan L. Simpson.

The Audit Committee is empowered by the Board to review the
financial books and records of the Company in consultation with the Company's
accounting and auditing staff and its independent public accountants and to
consider any questions raised with respect to accounting and auditing policies
and procedures. During 1998, the Audit Committee held one meeting.

The Compensation Committee is authorized by the Board to establish
general levels of compensation for all employees of the Company, to set the
annual salary of each of the executive officers of the Company, to grant options
to employees under the Company's option plans, and to review and approve
compensation and benefit plans of the Company. During 1998, the Compensation
Committee held two meetings.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

As stated above, Messrs. Mickelson and Simpson comprised 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.
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
during the fiscal year ended December 31, 1998.

COMPENSATION OF DIRECTORS

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.

REQUIRED VOTE

Election as a director requires the affirmative vote of the holders
of a majority of the shares of Common Stock represented in person or by proxy
and entitled to vote at the Annual Meeting. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES LISTED ABOVE.

PROPOSAL NO. 2

PROPOSED AMENDMENT TO THE ARTICLES
OF INCORPORATION TO AUTHORIZE UP TO 25,000,000
SHARES OF PREFERRED STOCK

The Board of Directors has unanimously adopted and submitted to the
shareholders for approval an amendment to the Amended and Restated Articles of
Incorporation (the "Preferred Stock Amendment") to authorize the issuance by the
Company of up to 25,000,000 shares of preferred stock (the "Preferred Stock").
The text of the Preferred Stock Amendment is attached hereto as Exhibit A and is
incorporated herein by reference.

The Board of Directors believes that the authorization of the
Preferred Stock is in the best interests of the Company and its shareholders and
believes that it is advisable to authorize such shares and have them available
in connection with possible future transactions, such as financing, strategic
alliances, corporate mergers, acquisitions, the possible conversion of existing
debt to equity and other uses not presently determinable and as may be deemed to
be feasible and in the best interests of the Company. In addition, the Board of
Directors believes that it is desirable that the Company have the flexibility to
issue shares of Preferred Stock without further shareholder action, except as
otherwise provided by law.

The Preferred Stock will have such designations, preferences,
conversion rights, cumulative, relative, participating, optional or other
rights, including voting rights, qualifications, limitations or restrictions
thereof as are determined by the Board of Directors. Thus, if the Preferred
Stock Amendment is approved, the Board of Directors would be entitled to
authorize the creation and issuance of up to 25,000,000 shares of Preferred
Stock in one or more series with such limitations and restrictions as may be
determined in the Board's sole discretion, without further authorization by the
Company's shareholders. Shareholders will not have preemptive rights to
subscribe for shares of Preferred Stock.

It is not possible to determine the actual effect of the Preferred
Stock on the rights of the shareholders of the Company until the Board of
Directors determines the rights of the holders of a series of the Preferred
Stock. However, such effects might include (i) restrictions on the payment of
dividends to holders of the Common Stock; (ii) dilution of voting power to the
extent that the holders of shares of Preferred Stock are given voting rights;
(iii) dilution of the equity interests and voting power if the Preferred Stock
is convertible into Common Stock; and (iv) restrictions upon any distribution of
assets to the holders of the Common Stock upon liquidation or dissolution and
until the satisfaction of any liquidation preference granted to the holders of
Preferred Stock.

The Board of Directors is required by Iowa law to make any
determination to issue shares of Preferred Stock based upon its judgment as to
the best interests of the shareholders and the Company. Although the Board of
Directors has no present intention of doing so, it could issue shares of
Preferred Stock (within the limits imposed by applicable law) that could,
depending on the terms of such series, make more difficult or discourage an
attempt to obtain control of the Company by means of a merger, tender offer,
proxy contest or other means. When in the judgment of the Board of Directors
such action would be in the best interests of the shareholders and the Company,
the issuance of shares of Preferred Stock could be used to create voting or
other impediments or to discourage persons seeking to gain control of the
Company, for example, by the sale of Preferred Stock to purchasers favorable to
the Board of Directors. In addition, the Board of Directors could authorize
holders of a series of Preferred Stock to vote either separately as a class or
with the holders of Common Stock, on any merger, sale or exchange of assets by
the Company or any other extraordinary corporate transaction. The issuance of
new shares could also be used to dilute the stock ownership of a person or
entity seeking to obtain control of the Company should the Board or Directors
consider the action of such entity or person not to be in the best interests of
the shareholders and the Company. Such issuance of Preferred Stock could also
have the effect of diluting the earnings per share and book value per share of
the Common Stock held by the holders of Common Stock.

While the Company may consider effecting an equity offering of
Preferred Stock in the future for the purposes of raising additional working
capital or otherwise, the Company, as of the date hereof, has no agreements or
understandings with any third party to effect any such offering and no
assurances are given that any offering will in fact be effected.

DISSENTERS' RIGHTS

The Company's shareholders are not entitled to dissenters' rights of
appraisal under Iowa law or under the Company's Amended and Restated Articles of
Incorporation or Bylaws with respect to the Preferred Stock Amendment.

REQUIRED VOTE

The affirmative vote of holders of a majority of the shares of
Common Stock outstanding on the Record Date is required to approve the
amendment. As a result, abstentions and broker non-votes will have the same
effect as negative votes. THE BOARD OF DIRECTORS CONSIDERS THE AMENDMENT TO BE
IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND UNANIMOUSLY
RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE AMENDMENT.

PROPOSAL NO. 3

RATIFICATION OF
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed KPMG Peat Marwick LLP as
independent public accountants for the Company for the year ending December 31,
1999. A proposal to ratify that appointment will be presented to Shareholders at
the Annual Meeting. If the Shareholders do not ratify the selection of KPMG Peat
Marwick LLP, another firm of independent public accounts will be selected by the
Board. Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting, will have an opportunity to make a statement if they desire to do so,
and will be available to respond to appropriate questions from Shareholders in
attendance.

REQUIRED VOTE

The affirmative vote of the holders of a majority of the shares of
Common Stock represented in person or by proxy and entitled to vote at the
Annual Meeting is required to ratify the appointment of KPMG Peat Marwick LLP as
independent public accountants of the Company for the year ending December 31,
1999. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE RATIFICATION OF KPMG PEAT MARWICK LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
AS SET FORTH IN PROPOSAL NO. 3.

CERTAIN 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 Compay'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 approximately $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 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. 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.

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.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table provides information with respect to the
Company's executive officers. Each such person has been appointed to serve until
his or her successor is duly appointed by the Board or his or her earlier
removal or resignation from office.

Name Age Title
- ---- --- -----

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 and Controller

James A. Frazier 40 Vice President-Customer Service

Jeffrey M. Davis 36 Vice President Operations

Kenneth W. Anderson 52 Vice President-Maintenance

James E. Tostenrud 44 Chief Pilot

W. Eric Winger 44 Vice President-Product Development

DOUGLAS G. VOSS - See "Election of Directors"

THOMAS J. AHMANN. Mr. Ahmann joined Great Lakes as Chief Financial
Officer on January 25, 1999. Previously he had been employed by Destion 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.

RICHARD H. FONTAINE. Mr. Fontaine rejoined Great Lakes in his
present position on September 15, 1995. He previously had held the position of
President from 1988 to 1983. 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.

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

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.

The officers of the Company are elected annually and serve at the
discretion of the Board of Directors.

VOTING OF PROXIES AND EXPENSES

The Board recommends that an affirmative vote be cast in favor of
each of the proposals listed in the Proxy.

The Board knows of no other matters that may be brought before the
Annual Meeting which require submission to a vote of the Company's shareholders.
If any other matters are properly brought before the Annual Meeting, however,
the persons named in the enclosed Proxy or their substitutes will vote in
accordance with their best judgment on such matters.

Expenses incurred in connection with the solicitation of proxies
will be paid by the Company. The Company has retained Norwest Shareowner
Services to assist in the solicitation of proxies, at an estimated cost of
$3,100 plus reimbursement of out-of-pocket expenses. The proxies are being
solicited principally by mail. In addition, directors, officers and regular
employees of the Company may solicit proxies personally or by telephone, for
which they will receive no consideration other than their regular compensation.
The Company will also request brokerage houses, nominees, custodians and
fiduciaries to forward soliciting material to the beneficial owners of shares of
Common Stock and will reimburse such persons for their expenses so incurred.

SHAREHOLDER PROPOSALS

If a shareholder of the Company wishes to present a proposal for
consideration for inclusion in the Proxy Statement for the 2000 Annual Meeting
of Shareholders, the proposal must be sent by certified mail, return receipt
requested, and must be received at the executive offices of the Company, 1798
38th Avenue West, Spencer, Iowa 51301-9211, Attn: Chief Financial Officer, no
later than January 11, 2000. All proposals must conform to the rules and
regulations of the SEC. The SEC recently amended Rule 14a-4, which governs the
use by the Company of discretionary voting authority with respect to other
shareholder proposals. SEC Rule 14a-4(c)(1) provides that, if the proponent of a
shareholder proposal fails to notify the Company at least 45 days prior to the
month and day of the mailing of the prior year's Proxy Statement, the proxies of
the Company's management would be permitted to use their discretionary authority
at the Company's next Annual Meeting of Shareholders if the proposal were raised
at the meeting without any discussion of the matter in the Proxy Statement. For
purposes of the 2000 Annual Meeting of Shareholders, the deadline is April 10,
2000.

ANNUAL REPORT ON FORM 10-K

A copy of the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, as filed with the SEC, including the financial
statements and the financial statement schedules thereto, accompanies this
Notice of Annual Meeting, Proxy Statement and related proxy card. The Company
will furnish to any person whose proxy is being solicited any exhibit described
in the exhibit index accompanying the Form 10-K, upon the payment, in advance,
of fees based on the Company's reasonable expenses in furnishing such
exhibit(s). Requests for copies of such exhibit(s) should be directed to Richard
A. Hanson, Controller and Vice President, at the Company's principal address.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Douglas G. Voss
Douglas G. Voss
Chairman of the Board, President, and
Chief Executive Officer

Spencer, Iowa
May 25, 1999

EXHIBIT A
(PREFERRED STOCK AGREEMENT)

ARTICLE II

A. AUTHORIZED CAPITAL. The total number of shares of stock which the
Corporation shall have authority to issue is 75,000,000 shares, consisting of
50,000,000 shares of common stock, par value $0.01 per share (hereinafter
referred to as the "Common Stock"), and 25,000,000 shares of preferred stock,
par value $0.01 per share (hereinafter referred to as the "Preferred Stock").
The powers, designations, preferences and relative, participating, optional or
other special rights (and the qualifications, limitations or restrictions
thereof) of the Common Stock and the Preferred Stock are as set forth in this
Article II.

B. COMMON STOCK. The Common Stock shall be subject to the express
terms of any series of Preferred Stock set forth in the Preferred Stock
Designation (as defined below in Section C of this Article II) relating thereto.
Each holder of Common Stock shall have one vote in respect of each share of
Common Stock held by such holder of record on the books of the Corporation for
the election of directors and on all other matters on which shareholders of the
Corporation are entitled to vote. The holders of shares of Common Stock shall be
entitled to receive, when and if declared by the Board of Directors, out of the
assets of the Corporation which are by law available therefor, dividends payable
either in cash, in stock or otherwise.

C. PREFERRED STOCK. The Board of Directors of the Corporation
(hereinafter referred to as the "Board of Directors") is hereby expressly
authorized at any time and from time to time, to create and provide for the
issuance of shares of Preferred Stock in one or more series, and, by filing a
certificate pursuant to the Act (hereinafter preferred to as a "Preferred Stock
Designation"), to establish the number of shares to be included in each such
series, and to fix the designations, preferences and relative, participating,
optional or other special rights of the shares of each such series and the
qualifications, limitations or restrictions thereon, as shall be stated and
expressed in the resolution or resolutions providing for the issue thereof
adopted by the Board of Directors, including, but not limited to, the following:
(1) the designation of and the number of shares constituting such series, which
number the Board of Directors may thereafter (except as otherwise provided in
the Preferred Stock Designation) increase or decrease (but not below the number
of shares of such series then outstanding or reserved for issuance); (2) the
dividend rate for the payment of dividends on such series, if any, the
conditions and dates upon which such dividends shall be payable, the preference
or relation which such dividends, if any, shall bear to the dividends payable on
any other class or classes of or any other series of capital stock, and whether
such dividends, if any, shall be cumulative or non-cumulative; (3) whether the
shares of such series shall be subject to redemption by the Corporation, and, if
made subject to such redemption, the times, prices and other terms and
conditions of such redemption; (4) the terms and amount of any sinking fund
provided for the purchase or redemption of the shares of such series; (5)
whether or not the shares of such series shall be convertible into or
exchangeable for shares of any other class or classes of, any other series of
any class or classes of capital stock of, or any other security of, the
Corporation or any other corporation, and, if provision be made for such
conversion or exchange, the times, prices, rates, adjustments and any other
terms and conditions of the such conversion or exchange; (6) the extent, if any,
to which the holders of the shares of such series shall be entitled to vote as a
class or otherwise with respect to the election of directions or otherwise; (7)
the restrictions, if any, on the issue or reissue of shares of the same series
or of any other class or series; (8) the amounts payable on and the preferences,
if any, of the shares of such series in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation; and (9)
any other relative rights, preferences and limitations of that series.

GREAT LAKES AVIATION, LTD
1708 38TH AVENUE WEST
SPENCER, IOWA 51301-9211

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, having duly received the Notice of Annual Meeting of
Shareholders and the Proxy Statement, dated May 25, 1999, hereby appoints
Douglas G. Voss and Thomas J. Ahmann, and either of them, as proxy or proxies,
with full power of substitution, to represent the undersigned and to vote, as
designated below, all shares of Common Stock of Great Lakes Aviation, Ltd. (the
"Company") held of record by the undersigned on May 19, 1999, at the Annual
Meeting of Shareholders to be held at the Village East Resort, 1405 Highway 71
South, Okoboji, Iowa, on Friday, June 25, 1999, at 10:00 a.m., local time, and
any adjournment thereof.

1. To elect four directors of the Company for the ensuing
year and until his or her successor shall be elected and
duly qualified.
/ / FOR all nominees / / WITHHOLD AUTHORITY
listed below (TO VOTE FOR ALL
(EXCEPT AS MARKED TO NOMINEES LISTED BELOW)
THE CONTRARY BELOW)

DOUGLAS G. VOSS, VERNON A. MICKELSON, GAYLE R. VOSS, IVAN L. SIMPSON
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.

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

2. To consider and vote upon an amendment to the Company's Amended and Restated
Articles of Incorporation to authorize the issuance of preferred stock.
/ / FOR / / AGAINST / / ABSTAIN
3. To ratify and approve the appointment of KPMG Peat Marwick LLP as the
Company's independent public accountants for the fiscal year ending December
31, 1999.
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof.

(CONTINUED ON REVERSE SIDE)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ON
THE PROXY BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 THROUGH 3. ABSTENTIONS WILL BE COUNTED TOWARD THE
EXISTENCE OF A QUORUM.

Please sign exactly as name appears on this Proxy. When shares are held by
joint tenants, both should sign. If signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by an authorized
person.

----------------------------------
(Signature)

----------------------------------
(Signature)
Dated: ___________________________

PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY USING