Exhibit 10.3.2


                SECOND AMENDMENT TO GLACIER WATER SERVICES, INC.
                         1994 STOCK COMPENSATION PROGRAM





1.            Purpose. The purpose of this Second Amendment to Glacier Water
              Services, Inc. 1994 Stock Compensation Program (this "Amendment")
              is to modify certain provisions pursuant to which members of the
              Board of Directors of Glacier Water Services, Inc. may elect to
              receive Deferral Election Stock Options in lieu of cash director
              fees.

2.            Definitions. Terms used in this Amendment and not defined herein
              shall have the meanings ascribed to them in the Glacier Water
              Services, Inc. 1994 Stock Compensation Program.

3.            Vesting. The last sentence of Paragraph 3 of the 1994 Non-Employee
              Directors Stock Option Plan is amended by deleting the text "10
              years" and replacing it with the text "five (5) years".

4.            Date of the Amendment. This Second Amendment is dated September
              17, 1996 and shall be effective for all Deferral Election Stock
              Options granted prior to the date hereof or granted hereafter.


              In WITNESS WHEREOF, the Company has caused this Amendment to be
              executed this 17th day of September, 1996.


                                                    GLACIER WATER SERVICES, INC.