PROMISSORY NOTE

U.S. $75,000.00	   January 29, 1997

FOR VALUE RECEIVED, PAUL H. TATE, an individual (the "Borrower"),
does hereby promise to pay to the order of ATLANTIC COAST AIRLINES, INC., a
Delaware corporation ("Holder"), at its office at or at such other place as
the holder hereof may from time to time designate in writing, in lawful money
of the United States, the principal sum of SEVENTY-FIVE THOUSAND AND NO/100
DOLLARS ($75,000.00), with interest from January 29, 1997 (the "Borrowing
Date") on the principal balance from time to time remaining unpaid at a rate
of five and three-quarters percent (5 _%) per annum, compounded semi-annually,
computed on the basis of the actual number of days elapsed (in a year
consisting of 365 or 366 days, as the case may be).  The entire unpaid balance
of principal of, and accrued and unpaid interest on, this Note shall be due
and payable in full on September 30, 1997 (the "Repayment Date").
Prepayment
Prior to the Repayment Date, the Borrower shall have the right to
prepay the principal amount of indebtedness evidenced hereby, or any portion
thereof, at any time without penalty or premium, provided, however, that any
amounts received shall be applied first to the repayment of any accrued but
unpaid interest hereunder and second to the reduction of the outstanding
principal balance hereof.  Prepayment shall not postpone the Repayment Date or
vary the duty of the Borrower to pay all obligations when due, nor shall such
prepayments affect or impair the right of the Holder to pursue all remedies
available to it hereunder.  In the event that Borrower at any time prepays any
amount of this Note, the Holder shall have no obligation to make any
subsequent advance hereunder.  The books and records of Holder shall be prima
facie evidence of all outstanding principal of and accrued and unpaid interest
on this Note.
Event of Default
If the Borrower fails to pay this Note in accordance with its
terms on or before ten (10) days after written notice of such default from the
Holder to the Borrower, the entire principal balance and accrued and unpaid
interest owing hereon shall at once become due and payable without any other
notice, presentment or demand at the option of the holder of this Note.
The failure to exercise the option to accelerate the maturity of
this Note upon the happening of such event of default shall not constitute a
waiver of the right of the holder of this Note to exercise the same or any
other option at that time or at any subsequent time with respect to such
uncured default or any other event of default.  The remedies of the holder
hereof, as provided in this Note and in any instrument evidencing, securing,
governing, guaranteeing or pertaining to the loan evidenced hereby, shall be
cumulative and concurrent and may be pursued separately, successively or
together as often as occasion therefor shall arise, at the sole discretion of
the holder hereof.  The acceptance by the holder hereof of any payment under
this Note which is less than the payment in full of all amounts due and
payable at the time of such payment shall not, subject to the terms hereof,
(i) constitute a waiver of or impair, reduce, release or extinguish any remedy
of the holder hereof or the rights of the holder hereof to exercise the
foregoing option granted to the holder of this Note or under any other
instrument evidencing, securing, governing, guaranteeing or pertaining to the
loan evidenced hereby, at that time or at any subsequent time, or nullify any
prior exercise of any such option, or (ii) impair, reduce, release, extinguish
or adversely affect the obligations of any party liable under such documents
as originally provided therein.
After default under or maturity of this Note, principal and past-
due interest shall bear interest at the Maximum Rate, commencing on the fourth
day following the due date thereof, until paid, except as the parties
otherwise agree.  As used herein, the term "Maximum Rate" means at any time
the maximum rate of nonusurious interest permitted by applicable law, provided
that in determining the Maximum Rate, due regard shall be given, to the extent
required by applicable law, to any and all relevant payments, fees, charges,
deposits, balances, agreements and calculations characterized as or which may
be deemed to constitute interest, or be deducted from principal to calculate
the interest rate or otherwise affect interest rate determinations, so that in
no event shall the Holder contract for or be entitled to charge, receive,
take, collect, reserve or apply, on this Note, any amount in excess of the
maximum rate of interest permitted by applicable law.  If, from any
circumstance whatsoever, interest would otherwise be payable to the holder
hereof in excess of the Maximum Rate; and if from any circumstance the holder
hereof shall ever receive anything of value deemed interest by applicable law
in excess of the Maximum Rate, an amount equal to any excessive interest shall
be applied to the reduction of the principal hereof and not to the payment of
interest, or if such excessive interest exceeds the unpaid balance of
principal hereof, such excess shall be refunded to the Borrower.  All interest
paid or agreed to be paid to the holder hereof shall, to the extent permitted
by applicable law, be amortized, prorated, allocated and spread throughout the
full period until payment in full of the principal (including the period of
any renewal or extension hereof) so that the interest hereon for such full
period shall not exceed the Maximum Rate.
Waivers
Except as otherwise provided herein, the makers, signers,
sureties, guarantors, endorsers and any other party now or hereafter liable
for the payment of this Note, in whole or in part, hereby severally waive
demand, presentment for payment, notice of nonpayment, notice of default,
notice of dishonor, notice of intent to demand, notice of intent to accelerate
maturity, notice of acceleration of maturity, diligence in collecting, grace,
notice and protest, and notice of any other kind whatsoever, and agree to one
or more renewals, extensions for any period, modifications, substitution of,
or failure to perfect, any security hereof, in whole or in part, with or
without notice, before or after maturity, without prejudice to the holder.


Waivers of Rights Hereunder
No delay on the part of the holder of this Note in the exercise of
any power or right under this Note or any other instrument executed in
connection herewith or securing this Note shall operate as a waiver thereof,
nor shall a single or partial exercise of any power or right preclude other or
further exercise thereof or exercise of any other power or right.  Enforcement
by the holder of this Note of any security for the payment hereof shall not
constitute any election by it of the remedies so as to preclude the exercise
of any other remedy available to it.
Severability
Any provision of this Note that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability (but shall be construed and given
effect to the extent possible), without invalidating the remaining provisions
of this Note or affecting the validity or enforceability of such provision in
any other jurisdiction.
Costs
If this Note shall be collected by legal proceedings or through a
probate, bankruptcy or other court whether before or after maturity, or shall
be placed in the hands of an attorney for collection after default or
maturity, the Borrower agrees to pay all costs of collection, including,
without limitation, reasonable attorneys' fees and expenses.
Governing Law
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE AND THE LAWS OF THE UNITED STATES APPLICABLE
TO TRANSACTIONS IN DELAWARE.
EXECUTED AND DELIVERED effective as of the 29th day of January,
1997.
PAUL H. TATE,
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