GLUX Great Lakes Aviation Ltd (CE)

EXPLANATORY NOTE

This Post-Effective Amendment relates to (i) the registration statement filed on Form S-8 by Great Lakes Aviation, Ltd. (the “Company” or the “Registrant”) on April 4, 1995 (File No. 033-90926), registering 500,000 shares of the Company’s common stock (the “Common Stock”) issuable pursuant to the Company’s 1993 Stock Option Plan (the “SOP”) and 100,000 shares of Common Stock issuable pursuant to the Company’s 1993 Director Stock Option Plan (the “DSOP”), and (ii) the Company’s registration statement filed on Form S-8 on December 21, 2001 (File No. 333-75706), registering an additional 500,000 shares of Common Stock issuable pursuant to the SOP and an additional 200,000 shares of Common Stock issuable pursuant to the DSOP (collectively, the “Registration Statements”). The Registrant is unable to determine the number of shares sold, and thus remaining unsold, under the Registration Statements. The SOP and DSOP are collectively referred to herein as the “Plans.”

No further awards may be made under the Plans, no awards remain issued and outstanding under the Plans, and the Registrant has terminated any offering of the Registrant’s securities pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant is filing this Post-Effective Amendment to terminate the effectiveness of the Registration Statements and to deregister, as of the effective date of this Post-Effective Amendment, all of the securities of the Registrant remaining unsold under the Registration Statements.