EXHIBIT 10.39

                          AMENDMENT TO LETTER AGREEMENT

     AMENDMENT, effective as of April 30, 2003 (the "Amendment"), to the Letter
Agreement, dated April 30, 2003 (the "Letter Agreement"), between Delford M.
Smith (the "Employee") and Evergreen International Aviation, Inc. (the
"Company").

     WHEREAS, the Employee and the Company have previously entered into the
Letter Agreement; and

     WHEREAS, the Company and the Employee wish to amend the Agreement by this
Amendment.

     NOW, THEREFORE, in consideration of the mutual agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Employee and the Company have
agreed and do hereby agree to amend the Letter Agreement as follows, effective
as of the date hereof:

     1. Termination for Disability or Death. Section 7(b) of the Letter
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Agreement is hereby amended to read in its entirety as follows:

     "(b) Termination for Disability or Death. In the event your employment is
terminated as a result of your Disability or death, you or your estate (as the
case may be) will be entitled to:

     (1) your Base Salary through the date of such termination;

     (2) a portion of your Annual Bonus for the year in which the termination
occurs, prorated through the date of such termination;

     (3) any benefits payable under applicable welfare benefit plans or other
arrangements; and

     (4) any Contingent Payment, which becomes due and payable in accordance
with the terms of this Agreement.

     For purposes of this Agreement: "Disability" shall be defined to mean your
inability to work by reason of your disability for a period of six (6)
consecutive months.

     For the purposes of this Section 7(b), "Contingent Payment" shall be
defined to mean an amount equal to (i) five (5) times your Base Salary then in
effect plus (ii) an amount equal to five (5) times the average of Annual Bonuses
paid to you in the five (5) years immediately preceding such termination,
payable in equal installments in accordance with Company's normal payroll
practices for a period of five (5) years following termination of employment;
provided however, that the Company will not be required to make such payment if
all of the directors of the Company then in office other than



yourself (the "Remaining Directors") determine by vote of more than two-thirds
of the Remaining Directors that it would be in the best interest of the Company
not to make such payment, at a meeting of the Board, properly called in
accordance with the bylaws of the Company and held within two weeks of your
Disability or death.

     2. Except as otherwise provided herein, the remaining terms of the Letter
Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Employee has hereunto signed this
Agreement, this 8th day of October, 2003.

                                          Evergreen International Aviation, Inc.

                                          By:   /s/ Gwenna R. Wootress
                                               ---------------------------------

                                          Its:  Corporate Secretary
                                               ---------------------------------

                                          Delford M. Smith

                                                /s/ Delford M. Smith
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