Exhibit 10.13(a)


          AMENDED AND RESTATED INDEMNITY AGREEMENT

THIS   AMENDED   AND  RESTATED  INDEMNITY   AGREEMENT   (the
"Agreement)   is   made  between  Atlantic  Coast   Airlines
Holdings, Inc., a Delaware corporation (the "Company"),  and
_____________ ("Indemnitee").

WHEREAS,  the  company  and  Indemnitee  entered  into  that
certain  Indemnity Agreement, dated as of ________, and  now
desire  to amend and restate that agreement in its  entirety
in accordance with the terms hereof:

WHEREAS,  the Company and Indemnitee desire that  Indemnitee
serve  or continue to serve as a director or officer of  the
Company;

WHEREAS,   in  view  of  the  potential  risks  of  personal
liability to which Indemnitee may be exposed as a result  of
his service as a director or officer of the Company, Company
and   Indemnitee  desire  to  set  forth  in  writing  their
understanding and agreement that indemnification is and will
continue to be provided; and

WHEREAS,  in  order  to  induce Indemnitee  to  serve  as  a
director or officer of the Company, the Company desires  and
intends   hereby   to  provide  indemnification   (including
advancement  of  Expenses) against any and  all  liabilities
asserted  against Indemnitee to the fullest extent permitted
by  Section 145 of the General Corporation Law of the  State
of Delaware ("DGCL").

NOW, THEREFORE, for and in consideration of the premises and
covenants  contained herein, the Company and  Indemnitee  do
hereby  amend and restate that certain Indemnity  Agreement,
dated  as  of ______ in its entirety in accordance with  the
terms hereof, and further covenant and agree as follows:

SECTION 1.     Continued Service.  Indemnitee will serve  or
continue  to  serve,  at the will of the  Company  or  under
separate  contract,  if such exists, as  a  director  and/or
officer  so  long  as he is duly elected  and  qualified  in
accordance  with  the  Bylaws of the  Company  or  until  he
tenders his resignation.  The Indemnitee may at any time and
for  any  reason resign from such position (subject  to  any
other  contractual  obligation and to any  other  obligation
imposed by operation of law).  If Indemnitee shall serve  in
any  other capacity with respect to the Company, nothing  in
this Agreement shall confer upon the Indemnitee the right to
continue in the employ of the Company or affect the right of
the  Company to terminate the Indemnitee's employment at any
time  in the sole discretion of the Company, with or without
cause.

SECTION   2.       Indemnification.   The   Company   hereby
indemnifies Indemnitee as follows:

      (a)   The Company indemnifies Indemnitee in the  event
that  he  is or was a party or is threatened to  be  made  a
party  to any Proceeding (other than an action by or in  the
right of the Company) against Expenses (including attorneys'
fees),  judgments,  penalties,  Fines  and  liabilities   in
accordance with this Agreement, the DGCL, the Certificate of
Incorporation  and  the Bylaws and actually  and  reasonably
incurred  by  him or on his behalf in connection  with  such
Proceeding,  if he acted in good faith and in  a  manner  he
reasonably  believed  to be in or not opposed  to  the  best
interests of the Company, and, with respect to any  criminal
Proceeding,  had no reasonable cause to believe his  conduct
was unlawful.

      (b)   The Company indemnifies Indemnitee in the  event
that  he  is or was a party or is threatened to  be  made  a
party  to  any Proceeding by or in the right of the  Company
against  Expenses (including attorneys' fees)  actually  and
reasonably  incurred by him or on his behalf  in  connection
with such Proceeding in accordance with this Agreement,  the
DGCL,  the  Certificate of Incorporation or  Bylaws,  if  he
acted  in  good faith and in a manner he reasonably believed
to be in or not opposed to the best interest of the Company,
except  that no indemnification shall be made in respect  of
any claim, issue or matter as to which Indemnitee shall have
been  adjudged  to  be liable to the Corporation  for  gross
negligence or willful misconduct in the performance  of  his
duties to the Company unless and only to the extent that the
Delaware  Court  of  Chancery, or other court  of  competent
jurisdiction, shall determine upon application that, despite
the  adjudication  of  liability but  in  view  of  all  the
circumstances  of  the  case,  Indemnitee  is   fairly   and
reasonably  entitled to indemnity for such Expenses  as  the
court shall deem proper.

      (c)   Notwithstanding  any  other  provision  of  this
Agreement   and  to  the  maximum  extent  permitted   under
applicable law, to the extent that Indemnitee is a party  to
(or  a  participant in) and is successful, on the merits  or
otherwise,  in  any Proceeding or in defense of  any  claim,
issue  or  matter therein, in whole or in part, the  Company
shall indemnify Indemnitee against all Expenses actually and
reasonably  incurred by Indemnitee in connection  therewith.
If  Indemnitee  is not wholly successful in such  Proceeding
but is successful, on the merits or otherwise, as to one  or
more  but  less than all claims, issues or matters  in  such
Proceeding,  the  Company  shall,  to  the  maximum   extent
permitted under applicable law, indemnify Indemnitee against
all  Expenses actually and reasonably incurred by Indemnitee
or  on  his  behalf  in  connection with  each  successfully
resolved  claim,  issue or matter.   For  purposes  of  this
Section 2(c) and without limitation, the termination of  any
claim, issue or matter in such a Proceeding by dismissal  or
withdrawal, with or without prejudice, shall, to the maximum
extent  permitted  by applicable law,  be  deemed  to  be  a
successful  result  with respect to Indemnitee  as  to  such
claim, issue or matter.  Without limiting the foregoing,  if
any  Proceeding  or  any claim, issue or matter  therein  is
disposed  of  or  withdrawn,  on  the  merits  or  otherwise
(including a disposition without prejudice), without (i) the
disposition  being  adverse  to  the  Indemnitee,  (ii)   an
adjudication that the Indemnitee was liable to the  Company,
(iii)  a  plea  of guilty or nolo contendere by  Indemnitee,
(iv) an adjudication that the Indemnitee did not act in good
faith  and in a manner Indemnitee reasonably believed to  be
in  or not opposed to the best interests of the Company  and
(v) with respect to any criminal Proceeding, an adjudication
that   the  Indemnitee  had  reasonable  cause  to   believe
Indemnitee's conduct was unlawful, Indemnitee shall, to  the
maximum  extent permitted by applicable law,  be  considered
for the purposes hereof to have been successful with respect
thereto.

      (d)   Notwithstanding  any  other  provision  of  this
Agreement,  to  the maximum extent permitted  by  applicable
law, Indemnitee shall be entitled to indemnification against
all Expenses actually and reasonably incurred or suffered by
Indemnitee or on his behalf if Indemnitee is, by  reason  of
the fact that he is or was a director, officer, employee  or
agent of the Company, or is or was serving at the request of
the  Company  as a director, officer, employee or  agent  of
another  corporation, partnership, joint venture,  trust  or
other enterprise, involved as a witness or otherwise in  any
threatened,  pending or completed action, suit, arbitration,
alternate   dispute   mechanism,   investigation,   inquiry,
administrative   or  legislative  hearing   or   proceeding,
including  any and all appeals, to which Indemnitee  neither
is,  nor  is threatened to be made, a party.  Any claim  for
Expenses under this Section 2(d) shall be handled  as  if  a
claim  for indemnification in a Proceeding as set  forth  in
this  Agreement.  If Indemnitee is, or is threatened  to  be
made,  a  party  to such Proceeding, then the provisions  of
Section  2(a),  (b) or (c), as appropriate, shall  apply  in
accordance with the terms thereof.

      (e)   Notwithstanding anything to the contrary in this
Agreement,  the Company shall not be obligated to  indemnify
Indemnitee   with   respect  to  any   Expenses   (including
attorneys'   fees),   judgments,   penalties,   Fines    and
liabilities  or  to pay or advance Expenses related  to  any
claim,  asserted by the Indemnitee initially  or  by  cross-
claim,   counter-claim,  or  third-party   claim,   in   any
Proceeding  against  the Company, other  than  a  Proceeding
commenced  to enforce a claim for indemnification (including
a  claim for advancement of Expenses), unless, prior to  the
initiation  of  such  Proceeding,  the  initiation  of  such
Proceeding  is  approved by the Board of  Directors  of  the
Company  by  a  majority  vote of  a  quorum  consisting  of
directors who are not or were not parties to such Proceeding
("Disinterested  Directors"), or, if such quorum  cannot  be
obtained,  by a majority vote of a committee duly designated
by   the  Board  of  Directors  (in  which  designation  all
Directors may participate), consisting solely of two or more
Disinterested Directors.

SECTION 3.    Procedure Upon Application for Indemnification

     (a)  Any indemnification under paragraphs (a), (b), (c)
and  (d)  of Section 2 (unless ordered by a court) shall  be
made by the Company within 65 days of the submission by  the
Indemnitee  of  the  Indemnification Statement  (as  defined
under  Section  7(a) hereof) and only as authorized  in  the
specific  case  upon  a determination  (in  accordance  with
Section  7  hereof) that indemnification  of  Indemnitee  is
proper   in  the  circumstances  because  he  has  met   the
applicable standard of conduct set forth in paragraphs  (a),
(b), (c) and (d) of Section 2.  Such determination shall  be
made (i) by a majority vote of Disinterested Directors, even
if  the  number of Disinterested Directors is  less  than  a
quorum,  or (ii) if there are no Disinterested Directors  or
if  a  majority of Disinterested Directors so directs, in  a
written  opinion by independent legal counsel  retained  and
paid  by  the  Company, or (iii) by the  stockholders.   The
independent  legal counsel may be outside counsel  currently
or  previously employed by the Company, provided  that  such
counsel  (A)  has  not  provided  legal  services   to   the
Indemnitee  personally, (B) does not  regularly  advise  the
Board of Directors or senior management of the Company  with
respect  to their actions, duties and responsibilities,  and
(C)  and  has not provided legal services to the Company  or
the Indemnitee with respect to the transaction or matter out
of which the Proceeding arose.

      (b)   Indemnitee  shall  cooperate  with  the  person,
persons or entity making such determination with respect  to
Indemnitee's   entitlement  to  indemnification,   including
providing  to such person, persons or entity upon reasonable
advance  request any documentation or information  which  is
not  privileged  or otherwise protected from disclosure  and
which  is  reasonably available to Indemnitee and reasonably
necessary  to  such  determination.  Any costs  or  expenses
(including  reasonable  attorneys' fees  and  disbursements)
incurred  by  Indemnitee in so cooperating with the  person,
persons  or entity making such determination shall be  borne
by  the  Company  (irrespective of the determination  as  to
Indemnitee's entitlement to indemnification) and the Company
hereby  indemnifies  and agrees to hold Indemnitee  harmless
therefrom.   The  person,  persons  or  entity  making   the
determination  with respect to Indemnitee's  entitlement  to
indemnification    shall   notify   Indemnitee    of    such
determination no later than five (5) business days after the
determination is made.

SECTION   4.       Advances  of  Expenses.    All   Expenses
(including  reasonable attorney fees) incurred by Indemnitee
in  defending a Proceeding  shall be paid, as incurred by or
on  behalf of Indemnitee, by the Company in advance  of  the
final  disposition  of such Proceeding  within  thirty  days
after submission to the Company of each statement or invoice
for  such  Expenses, if the Company has first received  from
Indemnitee  a sworn statement substantially in the  form  of
Exhibit   A   attached  hereto  and  made  a   part   hereof
("Undertaking"), averring that (i) Indemnitee has reasonably
incurred  or  will  reasonably  incur  actual  Expenses   in
defending  a  Proceeding, and (ii) Indemnitee undertakes  to
repay such amount if it is ultimately determined that he  is
not  entitled  to be indemnified by the Company  under  this
Agreement or otherwise; provided that no such Expenses  need
be  advanced  hereunder to the extent that the Disinterested
Directors,   independent  legal  counsel,  or  stockholders,
proceeding  as in Section 3(a) above, as the  case  may  be,
within  fifteen (15) business days of receipt of  the  sworn
statement of request for advancement of Expenses, make,  and
communicate  in  writing to Indemnitee, a  determination  as
provided herein that the Undertaking is with respect  to  an
Excluded Claim as defined in Section 13(d) hereof.  Advances
shall  include  any  and  all reasonable  Expenses  incurred
pursuing  an  action to enforce this right  of  advancement,
including   Expenses  incurred  preparing   and   forwarding
statements to the Company to support the advances claimed.

SECTION  5.      Settlement.   The  Company  shall  have  no
obligation to indemnify Indemnitee under this Agreement  for
any  amounts paid in a settlement of any Proceeding effected
without  the Company's prior written consent, which  consent
shall  not be unreasonably withheld.  The Company shall  not
settle  any  claim  in  any manner  that  would  impose  any
obligation  on  Indemnitee without  the  Indemnitee's  prior
written   consent   which  consent  Indemnitee   shall   not
unreasonably withhold.

SECTION    6.        Non-exclusivity.    The    rights    to
indemnification and advancement of Expenses provided by this
Agreement shall not be deemed exclusive of any other  rights
to  which  Indemnitee  may be entitled  under  any  statute,
bylaw, insurance policy, agreement, vote of stockholders  or
Disinterested Directors or otherwise, both as to  action  in
his  official capacity and as to action in another  capacity
while  holding such office, and shall continue in accordance
with  the terms hereof after Indemnitee has ceased to  be  a
director, officer, employee or agent and shall inure to  the
benefit of his heirs, executors and administrators.

SECTION  7.      Determination of Right to  Indemnification.
For  purposes of making the determination in a specific case
under  of  Section 3 hereof whether to make indemnification,
the  Disinterested Directors, independent legal counsel,  or
stockholders,   as  the  case  may  be,  shall   make   such
determination in accordance with the following procedure:

      (a)  Indemnitee may submit to the board of directors a
sworn  statement  requesting indemnification  ,  which  form
shall  be  substantially in the form of Exhibit  B  attached
hereto   and   made  a  part  hereof  (the  "Indemnification
Statement"),  averring  that  he  has  met  the   applicable
standard of conduct set forth in paragraphs (a), (b), (c) or
(d)  of Section 2 hereof.  The omission to notify the  Board
of   Directors  shall  not  relieve  the  Company  from  any
liability   for  indemnification  which  it  may   have   to
Indemnitee under this Agreement.

     (b)  Submission of the Indemnification Statement to the
board  of  directors  shall create a rebuttable  presumption
that  Indemnitee is entitled to indemnification  under  this
Agreement,  and  the  Disinterested  Directors,  independent
legal  counsel, or stockholders, as the case may  be,  shall
within  65  days  after  submission of  the  Indemnification
Statement  specifically  determine  that  Indemnitee  is  so
entitled,  unless it or they make a determination  that  (i)
sufficient  evidence  exists to rebut the  presumption  that
Indemnitee  has met the applicable standard of  conduct  set
forth in paragraphs (a), (b), (c) or (d) of Section 2 hereof
or  (ii)  that the Indemnification Statement is with respect
to an Excluded Claim as defined in Section 13(d) hereof.

     (c)  If it is so determined that Indemnitee is entitled
to  indemnification,  payment to Indemnitee  shall  be  made
within fifteen (15) business days after such determination.

SECTION  8.      Remedies  of  the Indemnitee  in  Cases  of
Determination not to Indemnify or to Advance  Expenses.   In
the event that a determination is made under Sections  3  or
7  that  the  Indemnitee is not entitled to  indemnification
hereunder or if payment has not been timely made following a
determination   of   entitlement   to   indemnification   in
accordance  with  Section  7(c),  or  if  Expenses  are  not
advanced  pursuant  to Section 4, the  Indemnitee  shall  be
entitled to a final adjudication in the Court of Chancery of
the  State  of  Delaware, or any other  court  of  competent
jurisdiction, of his entitlement to such indemnification  or
advance.   Alternatively, the Indemnitee at his  option  may
seek  an  award in arbitration to be conducted by  a  single
arbitrator pursuant to the rules of the American Arbitration
Association, such award to be made within 65 days  following
the filing of the demand for arbitration.  The Company shall
not   oppose  the  Indemnitee's  right  to  seek  any   such
adjudication   or  award  in  arbitration.   Such   judicial
proceeding  or  arbitration shall be made de  novo  and  the
Indemnitee   shall  not  be  prejudiced  by  reason   of   a
determination (if so made) under Sections 3, or 7 that he is
not entitled to indemnification.  If a determination is made
or  deemed to have been made pursuant to Sections  2  and  3
that  the  Indemnitee  is entitled to  indemnification,  the
Company  shall  be  bound  by  such  determination  and   is
precluded  from  asserting that such determination  has  not
been  made or that the procedure by which such determination
was made is not valid, binding and enforceable.  The Company
further agrees to stipulate in any such court or before  any
such  arbitrator  that  the Company  is  bound  by  all  the
provisions  of this Agreement and is precluded  from  making
any  assertions to the contrary.  If the court or arbitrator
shall  determine  that the Indemnitee  is  entitled  to  any
indemnification  hereunder,  the  Company  shall   pay   all
Expenses  actually and reasonably incurred by the Indemnitee
in connection with such adjudication or award in arbitration
(including, but not limited to, any appellate Proceedings).

SECTION  9.     Notification and Defense of Claim.  Promptly
after receipt by the Indemnitee of notice of any Proceeding,
the Indemnitee will, if a claim in respect thereof is to  be
made  against the Company under this Agreement,  notify  the
Company  in  writing of the commencement  thereof;  but  the
omission  so  to  notify the Company will  not  relieve  the
Company  from  any  liability  that  it  may  have  to   the
Indemnitee    under    this    Agreement    or    otherwise.
Notwithstanding any other provision of this Agreement,  with
respect  to  any such Proceeding as to which the  Indemnitee
notifies the Company:

(a)  The Company will be entitled to participate therein  at
its own expense; and

(b)   Except as otherwise provided in this Section 9(b),  to
the  extent that it may wish, the Company, jointly with  any
other  indemnifying  party  similarly  notified,  shall   be
entitled  to  assume  the  defense  thereof,  with   counsel
selected  as  provided in this Section 9(b).   After  notice
from  the  Company to the Indemnitee of its election  so  to
assume  the defense thereof, the Company shall not be liable
to  the  Indemnitee under this Agreement  for  any  Expenses
subsequently  incurred by the Indemnitee in connection  with
the defense thereof other than costs of investigation or  as
otherwise  provided below.  The Indemnitee  shall  have  the
right to employ his own counsel in such Proceeding, but  the
fees and expenses of such counsel incurred after notice from
the  Company of its assumption of the defense thereof  shall
be  at  the  expense  of  the  Indemnitee,  unless  (i)  the
employment  of counsel by the Indemnitee has been authorized
by  the Company, (ii) the Company and Indemnitee shall  have
reasonably  concluded  that  there  may  be  a  conflict  of
interest  between  the  Company and the  Indemnitee  in  the
conduct of the defense of such Proceeding, (iii) the Company
shall  not  in  fact  have employed counsel  to  assume  the
defense  of the action, in each of which cases the  Expenses
of  Indemnitee's  counsel shall be at  the  expense  of  the
Company,  [or  (iv) if the Company has selected  counsel  to
represent  Indemnitee and other current and former directors
and  officers of the Company in the defense of a Proceeding,
and  a  majority  of  such  persons,  including  Indemnitee,
reasonably  object to such counsel selected by  the  Company
pursuant  to this Section 9(b), then such persons, including
Indemnitee, shall be permitted to employ one (1)  additional
counsel of their choice and the reasonable fees and expenses
of  such  counsel  shall be at the expense of  the  Company;
provided,  however, that such counsel shall be  chosen  from
amongst the list of counsel, if any, approved by any company
with which the Company obtains or maintains insurance.   The
Company shall not be entitled to assume the defense  of  any
Proceeding brought by or on behalf of the Company or  as  to
which the Indemnitee shall have made the conclusion provided
for in (ii) above.

SECTION 10.    Duration of Agreement.  This Agreement  shall
terminate  upon  the  later of:  (a)  ten  years  after  the
Indemnitee has ceased to occupy any of the positions or have
any  relationships described in Section 1; and (b) the final
termination of all then-pending or threatened Proceedings to
which  the  Indemnitee may be subject.  The  indemnification
provided  under  this Agreement shall  continue  as  to  the
Indemnitee  even though he may have ceased to be a  director
or  officer of the Company.  This Agreement shall be binding
upon  the  Company and its successors and assigns and  shall
inure  to  the  benefit of the Indemnitee  and  his  spouse,
assigns, heirs, devises, executors, administrators or  other
legal representatives.

SECTION 11.    Merger, Consolidation or Sale of Assets.   In
the   event   that  the  Company  shall  be  a   constituent
corporation  in  a  consolidation  or  merger,  whether  the
Company  is  the  resulting or surviving corporation  or  is
absorbed, Indemnitee shall stand in the same position  under
this  Agreement with respect to the resulting, surviving  or
changed  corporation as he would have with  respect  to  the
Company if its separate existence had continued.  The  Board
of  Directors of the Company shall use its best  efforts  to
make any sale or transfer of substantially all of the assets
of the Company contingent upon the acquiring party expressly
assuming  or  guaranteeing the Company's  obligations  under
this Agreement.

SECTION   12.      Presumptions  and   Effect   of   Certain
Proceedings.   The Secretary of the Company shall,  promptly
upon    receipt    of   the   Indemnitee's    request    for
indemnification, advise in writing the Board of Directors or
such   other  person  or  persons  empowered  to  make   the
determination  as  provided in Sections 3  and  7  that  the
Indemnitee has made such request for indemnification.   Upon
making  such  request  for indemnification,  the  Indemnitee
shall   be   presumed  to  be  entitled  to  indemnification
hereunder and the Company shall have the burden of proof  in
the   making   of   any  determination  contrary   to   such
presumption.  The termination of any Proceeding by judgment,
order,  settlement or conviction, or upon  a  plea  of  nolo
contendere   or  its  equivalent,  shall  not,  of   itself:
(a) create a presumption that the Indemnitee did not act  in
good  faith and in a manner which he reasonably believed  to
be  in  or not opposed to the best interests of the Company,
and,  with  respect  to  any criminal Proceeding,  that  the
Indemnitee had reasonable cause to believe that his  conduct
was  unlawful; or (b) otherwise adversely affect the  rights
of  the  Indemnitee  to indemnification  except  as  may  be
provided herein.

SECTION  13.    Certain Definitions.  For purposes  of  this
Agreement, the following definitions apply herein:

(a)   "Disinterested Directors" shall have the  meaning  set
forth in Section 2(c);

(b)  "Excluded Claim" shall include any claim (i) based upon
or attributable to Indemnitee gaining any personal profit or
advantage to which Indemnitee is not entitled, (ii)  for  an
accounting  of  profits made from the purchase  or  sale  by
Indemnitee  of securities of the Company within the  meaning
of  Section  16 of the Securities Exchange Act of  1934,  as
amended,  or similar provisions of any state law,  or  (iii)
the  payment of which by the Company is not permitted  under
any applicable law.;

(c)   "Expenses"  includes, without  limitation,  costs  and
expenses   of  investigations,  judicial  or  administrative
proceedings or appeals, amounts paid in settlement by or  on
behalf  of  Indemnitee,  all  reasonable  attorneys'   fees,
witness  fees and expenses, fees and expenses of accountants
and  other  advisors,  expert  witnesses,  travel  expenses,
duplicating costs, retainers and disbursements and  advances
thereon,  and  any  expenses  of  establishing  a  right  to
indemnification under Section 8, but shall not  include  the
amount   of   judgments,  penalties,  Fines  or  liabilities
actually  levied  against Indemnitee.  Expenses  also  shall
include   reasonable   expenses  customarily   incurred   in
connection  with  any appeal resulting from any  Proceeding,
including without limitation the premium, security for,  and
other  costs relating to any cost bond, supersedes bond,  or
other appeal bond or its equivalent.;

(d)   "Fines" shall include any fine, surcharge  or  penalty
imposed  on  Indemnitee  by any  law,  regulation  or  in  a
judicial or administrative proceeding and shall also include
any  excise taxes assessed on Indemnitee with respect to any
other enterprises;

(e)   "Indemnification Statement" shall have the meaning set
forth in Section 7(a);

(f)   "other  enterprises"  shall include  employee  benefit
plans,  and  civic, non-profit, or charitable organizations,
whether or not incorporated;

(g)   "Proceeding"  includes  any  threatened,  pending   or
completed  action,  suit,  arbitration,  alternate   dispute
mechanism,   investigation,   inquiry,   administrative   or
legislative  hearing or proceeding, including  any  and  all
appeals,  whether  brought in the name  of  the  Company  or
otherwise  and  whether of a civil, criminal, administrative
or  investigative  nature, including, but  not  limited  to,
actions,   suits   or  proceedings  brought   under   and/or
predicated  upon  the Securities Act of  1933,  as  amended,
and/or  the  Securities Exchange Act of  1934,  as  amended,
and/or  their respective state counterparts and/or any  rule
or  regulation  promulgated thereunder, in which  Indemnitee
may be or may have been involved as a party or otherwise, by
reason  of  the fact that he is or was a director,  officer,
employee  or agent of the Company, or is or was  serving  at
the  request of the Company as a director, officer, employee
or  agent  or fiduciary of any other entity, including,  but
not  limited  to,  another corporation,  partnership,  joint
venture or trust, or by reason of anything done or not  done
by him in any such capacity, whether or not he is serving in
such  capacity  at  the  time any liability  or  expense  is
incurred for which indemnification or reimbursement  can  be
provided under this Agreement;

(h) "serving at the request of the Company" shall include
any service at the request or with the express or implied
authorization of the Company, as a director, officer,
employee or agent of the Company which imposes duties on, or
involves services by, Indemnitee with respect to a
corporation or "other enterprises," its participants or
beneficiaries; and if Indemnitee acted in good faith and in
a manner he reasonably believed to be in the interest of the
participants and beneficiaries of such "other enterprises,"
he shall be deemed to have acted in a manner "not opposed to
the best interests of the Company" as referred to in this
Agreement; and

(i)"Undertaking" shall have the meaning set forth Section 4.

SECTION   14.     Attorney's  Fees.   In  the   event   that
Indemnitee institutes any legal action to enforce his rights
under  or  to recover damages for breach of this  Agreement,
Indemnitee,  if  he prevails in whole or in part,  shall  be
entitled  to recover from the Company all Expenses  incurred
by him.

SECTION  15.    Partial Indemnification.  If the  Indemnitee
is  entitled  under  any  provision  of  this  Agreement  to
indemnification by the Company for some or a portion of  the
Expenses, costs, judgments, penalties, Fines, or liabilities
actually  and reasonably incurred by him in connection  with
the  investigation,  defense,  appeal  or  settlement  of  a
Proceeding,  but not, however, for all of the  total  amount
thereof  pursuant  to  Section 8 hereof  or  otherwise,  the
Company shall nevertheless indemnify the Indemnitee for  the
portion  of  such  Expenses,  costs,  judgments,  penalties,
Fines,  and liabilities actually and reasonably incurred  by
him to which the Indemnitee is entitled.

SECTION 16.    Severability.  If any provision or provisions
of   this  Agreement  shall  be  held  invalid,  illegal  or
unenforceable  for any reason whatsoever, (a) the  validity,
legality  and enforceability of the remaining provisions  of
this  Agreement (including, without limitation, all portions
of  any  Sections  of  this Agreement  containing  any  such
provision held to be invalid, illegal or unenforceable, that
are  not themselves invalid, illegal or unenforceable) shall
not  in any way be affected or impaired thereby, and (b)  to
the   fullest  extent  possible,  the  provisions  of   this
Agreement  (including, without limitation, all  portions  of
any  Section of this Agreement containing any such provision
held  to be invalid, illegal or unenforceable, that are  not
themselves  invalid,  illegal  or  unenforceable)  shall  be
construed so as to give effect to the intent manifest by the
provision held invalid, illegal or unenforceable.

SECTION 17.    Governing Law.  This Agreement shall be
governed by and construed in accordance with the laws of the
State of Delaware without regard to its conflict of laws
rules.

SECTION  18.    Modification, Survival and Waiver.   Subject
to  Section  6  hereof, this Agreement contains  the  entire
agreement  of  the  parties relating to the  subject  matter
hereof   and  shall  supersede  all  other  agreements   and
understandings, if any, between the parties with respect  to
the  matters  contemplated herein.  This  Agreement  may  be
modified  only  by an instrument in writing signed  by  both
parties  hereto.   The  provisions of this  Agreement  shall
survive  the  termination  of  Indemnitee's  service  as   a
director or officer of the Company.  No waiver of any of the
provisions  of  this  Agreement shall  be  deemed  or  shall
constitute a waiver of any other provisions hereof  (whether
or   not  similar)  nor  shall  such  waiver  constitute   a
continuing waiver.

SECTION 19.    Successors and Assigns.  This Agreement shall
be  binding  upon all successors and assigns of the  Company
and  any  successors by merger or otherwise by operation  of
law,  and shall be binding upon and inure to the benefit  of
the heirs, executors and administrators of the Indemnitee.

SECTION  20.    Identical Counterparts.  This Agreement  may
be executed in one or more counterparts, each of which shall
for  all  purposes be deemed to be an original  but  all  of
which  together shall constitute one and the same Agreement.
Only  one such counterpart signed by the party against  whom
enforceability is sought needs to be produced as evidence of
the existence of this Agreement.

SECTION   21.     Headings;  References;  Pronouns.      The
headings of the Sections of this Agreement are inserted  for
convenience only and shall not be deemed to constitute  part
of  this  Agreement  or to affect the construction  thereof.
References herein to Section numbers are to Sections of this
Agreement.  All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular
or plural as appropriate.

SECTION  22.    Notices.  All notices, requests, demands  or
other communications hereunder shall be in writing and shall
be  deemed  to  have  been duly given and  received  (i)  if
delivered by hand, on the date so delivered, or (ii) if sent
by  overnight courier, on the next business day after  being
so sent, or (iii) if sent by facsimile, on the day so sent:

(a)  If to the Indemnitee, to:



(b)  If to the Company, to:
Atlantic Coast Airlines Holdings, Inc.
45200 Business Court, Suite 100
Dulles, VA 20166
Attn:  President
facsimile:  (703) 650-6294

with a copy to:
Atlantic Coast Airlines Holdings, Inc.
45200 Business Court, Suite 100
Dulles, VA 20166
Attn:  Richard J. Kennedy, Esq.
facsimile:  (703) 650-6294

or to such other address as may be furnished to the
Indemnitee by the Company or to the Company by the
Indemnitee, as the case may be.

IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement and set their seals effective as of the ___
day of January, 2003.


ATLANTIC COAST AIRLINES HOLDINGS, INC.


By:  _______________________



INDEMNITEE


By:

________________________________

                          EXHIBIT A



       FORM OF UNDERTAKING FOR ADVANCEMENT OF EXPENSE



The undersigned hereby demands the advancement of expenses
as provided in Section 4 of that certain Agreement, dated
___ _, 2002, between Atlantic Coast Airlines Holdings, Inc.
(the "Company") and _________ ________ (the "Indemnitee"),
and avers that he has reasonably incurred or will reasonably
incur actual Expenses in defending a proceeding and
undertakes to repay such amount if it is ultimately
determined that he is not entitled to be indemnified by the
Company under this Agreement or otherwise.

IN WITNESS WHEREOF, the undersigned has duly executed this
statement.


_______________________________


WITNESSED BY:

_______________________________



                          EXHIBIT B



              FORM OF INDEMNIFICATION STATEMENT



The undersigned hereby demands indemnification as provided
in Section 2 of that certain Agreement, dated ___ _, 2002,
between Atlantic Coast Airlines Holdings, Inc. (the
"Company") and _________ ________ (the "Indemnitee") and
avers that,:

__ (a)in a Proceeding other than an action by or in the
Right of the Company, Indemnitee acted in good faith and in
a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and with respect to any
criminal Proceeding, had no reasonable cause to believe his
conduct was unlawful; or

__ (b) in a Proceeding by or in the right of the Company,
Indemnitee acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of
the Company.

IN WITNESS WHEREOF, the undersigned has duly executed this
statement.


______________________________


WITNESSED BY:



_______________________________