Exhibit 10.12(b)


            AMENDED AND RESTATED SEVERANCE AGREEMENT



          This  Amended  And  Restated Severance  Agreement  (the
"Agreement")  is  made and entered into as of this  28th  day  of
December,  2001  (the "Effective Date"), by and between  ATLANTIC
COAST  AIRLINES  HOLDINGS, INC., a Delaware corporation  ("ACAH")
and  ATLANTIC  COAST  AIRLINES, a California corporation  ("ACA")
(ACAH  and  ACA  are  herein  collectively  referred  to  as  the
"Company") and THOMAS J. MOORE ("Moore").

          Witnesseth That:

          Whereas, Moore is currently employed by the Company  as
Chief  Operating  Officer and President, and in  connection  with
such employment entered into a Severance Agreement (last restated
as of December 28, 1999) with the Company; and

          Whereas,  the  Company wishes to assure itself  of  the
continued services of Moore; and

          Whereas,  the  Board of Directors of  the  Company  has
determined that the best interests of the Company would be served
by entering into this amended and restated Agreement with Moore;

          Now,  Therefore, the parties, for and in  consideration
of the mutual and reciprocal covenants and agreements hereinafter
contained, and intending to be legally bound hereby, do  contract
and agree as follows:

          1.   Employment. Company hereby employs Moore and Moore
hereby  accepts employment by Company and agrees to  perform  his
duties  and responsibilities hereunder upon all of the terms  and
conditions as are hereinafter set forth.

          2.    Duties.  Moore  shall serve the  Company  in  the
capacities of Chief Operating Officer and President.  Moore shall
be  responsible for supervising and directing all  operations  of
the  Company and of any other entity(ies) to which the  Company's
obligations  under this Agreement shall be assigned  pursuant  to
Paragraph 12.  Moore shall otherwise be responsible for  carrying
out   all   such  other  duties  and  services  for  the  Company
commensurate with Moore's position, as may be designed from  time
to  time  by  the  Chief Executive Officer of  the  Company  (the
"CEO").

          3.   Term  of  Employment.  Moore's term of  employment
under  this  Restated Agreement shall commence on  the  Effective
Date  and  shall terminate on the last day of the calendar  month
which  is  twelve (12) calendar months after the Effective  Date,
unless further extended as hereinafter set forth.  Commencing  on
each  successive anniversary of the Effective Date, the Agreement
shall  automatically  be extended for an additional  twelve  (12)
months  without  further action by either  party  unless  Moore's
employment has previously been terminated or unless Moore or  the
Company  has  provided notice of intention to  terminate  Moore's
employment pursuant to the terms of Paragraph 10 below, in  which
case  Moore's  term  of employment under this Agreement  will  be
extended to the pending Termination Date.

          4.   Extent  of Service.  Moore shall devote such  time
and  attention  as  is required to perform his obligations  under
this   Agreement   and   will  at  all   times   faithfully   and
industriously,  consistent  with  his  ability,  experience   and
talent, perform his duties hereunder under the direction  of  the
CEO.

          5.   Compensation  During the term of this  Agreement.
Company  agrees to pay to Moore, and Moore agrees to accept  from
Company, in full payment for services rendered by Moore and  work
to  be  performed by him under the terms of this  Agreement,  the
following:

                A.    Salary.   An  annual base  salary  of  [Two
Hundred  Fifty  Thousand  Dollars  ($250,000)].   Commencing   on
October  1, 2002 and on each October 1 thereafter, the amount  of
Moore's  base  salary  shall be increased as  determined  by  the
Compensation  Committeeof the Board of Directors of  the  Company
(the  "Compensation Committee").  Moore's base  salary  for  each
year  shall  be payable to him in accordance with the  reasonable
payroll  practices of the Company as from time to time in  effect
for  executive  employees  (but  in  no  event  less  often  than
monthly).

                B.    Management  Incentive  Plan.   Moore  shall
participate in the Company's Management Incentive Program, or any
successor bonus plan or program for management employees.

                C.    Executive Bonuses.  Moore shall be eligible
for  an  additional  annual bonus under an executive  performance
bonus  plan  currently known as Senior Management Incentive  Plan
("SMIP")  for  so  long as the Board of Directors  determines  to
maintain  such plan.  Under such plan, each calendar year,  Moore
shall  be  entitled  to  receive a bonus  equal  to  a  specified
percentage  of  base salary upon the attainment of  certain  pre-
established goals.  Such goals and percentage of salary shall  be
determined   by   the  Compensation  Committee   prior   to   the
commencement of each plan year.  The bonus amount each year shall
be  paid  in  cash,  stock, options or such  other  form  as  the
Compensation Committee provides, paid at the time period provided
under  such plan, at the same time and in the same form  as  paid
generally to other eligible employees, except to the extent  that
this Agreement provides otherwise.

               D.   Deferred Compensation.

                 (i)    Moore   will  be  entitled  to   deferred
compensation under an unfunded and non-tax qualified  arrangement
("Deferred  Compensation") as described in this  Paragraph  5.D.,
which  shall  supercede  and  control  over  all  prior  deferred
compensation  arrangements.   The amounts  credited  as  Deferred
Compensation will be recorded as a bookkeeping entry representing
a general unsecured obligation of the Company and Moore shall not
have   a  claim  to  any  specific  assets  of  the  Company   in
satisfaction  of  the  amounts,  if  any,  payable  as   Deferred
Compensation.   As  of the Effective Date,  the  balance  in  the
Deferred  Compensation  account recorded for  Moore  shall  equal
$__________,  which  is  the  amount of  the  Company's  Deferred
Compensation   "contributions"  under  the  Severance   Agreement
between  the Company and Moore, as such was amended from time  to
time, through the Effective Date.  After the Effective Date,  the
Company will credit Deferred Compensation  at the  rate of  one
hundred percent (100%) of Moore's annual base salary.   Deferred
Compensation  will  be  based on Moore's annual  base  salary  in
effect  on  January 1 in each year, and will be  credited  as  of
January  1  in  each year.  The Company may provide the  Deferred
Compensation  through a benefit plan so long as  (1)  the  amount
credited  by the Company on Moore's behalf equals the amount  set
forth  herein, and (2) the vesting schedule, credit for Years  of
Service,  and terms of distribution are all at least as favorable
to  Moore as set forth herein.  No interest or rate of return  or
other  appreciation or depreciation of value shall accrue  or  be
payable  on  amounts  credited to Moore as Deferred  Compensation
pursuant  to  this  Paragraph  5.D.  unless  the  Company  elects
otherwise.

                (ii)  Vesting  of Deferred Compensation  will  be
based upon "Years of Service," with Moore to be credited with one
Year  of  Service for completion of each twelve (12)  consecutive
month period of employment with the Company beginning January  1,
1997  and  ending  on the Deferred Compensation Ending  Date  (as
defined  below).  (That is, Moore will continue  to  be  credited
with Years of Service during any applicable Severance Period,  as
further  provided  in  Paragraph 10.E.(iv) hereof.)   Moore  will
become vested in the Deferred Compensation based on the following
schedule:

<TABLE>
<CAPTION>

                                     PERCENTAGE
           YEARS OF SERVICE            VESTED
           <C>                           <C>

             LESS THAN 4                  0%
      AT LEAST 4 BUT LESS THAN 5         25%
      AT LEAST 5 BUT LESS THAN 6         35%
      AT LEAST 6 BUT LESS THAN 7         50%
      AT LEAST 7 BUT LESS THAN 8         65%
      AT LEAST 8 BUT LESS THAN 9         80%
              AT LEAST 9                100%
</TABLE>
In  the  event of a Change in Control (as defined and  determined
under Paragraph 8.C.(ii) of this Agreement) of the Company, Moore
shall become immediately 100% vested in his Deferred Compensation
amount notwithstanding the above vesting schedule.

                (iii)     The "Deferred Compensation Ending Date"
shall  mean  the date of Termination Date (as defined  below)  if
Moore's  employment with the Company is terminated  at  any  time
under   circumstances  that  do  not  entitle  him  to  Severance
Compensation pursuant to Paragraph 10 of this Agreement, or shall
mean  the  last  day  of  the Severance  Period  (as  defined  in
Paragraph  10)  if  Moore is entitled to Severance  Compensation.
During  a  Severance Period, Deferred Compensation shall continue
to  accrue  and vest pursuant to the terms of Paragraph 10.E.(iv)
hereof.   Upon the Deferred Compensation Ending Date, the Company
shall pay to Moore whatever Deferred Compensation amount is equal
to  the  applicable  vested percentage of the total  amount  then
credited  to  his  account pursuant to this Paragraph  5.D.   The
Company  shall make this payment in cash within thirty (30)  days
following  the  Deferred Compensation Ending Date, provided  that
the Company shall have a right of set-off against, and may reduce
the  amount payable as Deferred Compensation by, any amount  owed
or payable by Moore to the Company.

                E.    Split  Dollar Life Insurance.  The  Company
shall  advance  amounts to fund payment of the premiums  under  a
split  dollar  life  insurance  arrangement  covering  Moore   as
provided in this Paragraph 5.E.  As of the date hereof, the split
dollar  life insurance arrangement is provided under a policy  or
policies  with  Phoenix  Home  Life  Mutual  (such  policies  and
agreements  related thereto, the "Split Dollar Agreement").   The
Company shall continue to abide by the terms of the Split  Dollar
Agreement with Moore in force on the date of this Agreement, but,
subject  to the foregoing, the Company may implement a substitute
Split  Dollar Agreement so long as the amount of premiums  funded
by  the  Company  on Moore's behalf equals the amount  set  forth
herein.

                (i)  Moore shall be the owner of the policy under
the  Split  Dollar Agreement and will have the right to designate
his  beneficiary with respect to proceeds of the  policy  payable
upon  his  death;  provided, however,  that  notwithstanding  the
foregoing, the Company shall have a collateral assignment of  the
policy  as security for the repayment of the amounts paid by  the
Company toward the premiums for the policy.

                (ii) The Company shall pay the annual premium due
on  the  policy  in  an amount specified in  this  Agreement,  as
amended from time to time.  From and after the Effective Date,the
amount of the annual premium the Company pays  shall  equal  one
hundred percent (100%) of Moore's annual base salary in effect on
January  1  in  each year the Company is obligated  to  fund  the
premium as described herein.  Provided that Moore remains employed
with the Company  as  of January 1 in a given year, the  Company
shall, except as provided in Paragraph 5.E.(iii) below, for such
year  pay,  on  or before  the due date(s) under the terms of the
policy, the entire amount of the annual premium due on the policy
acquired pursuant to   this  Paragraph  5.E.   During  any
Severance  Period,  the Company's  obligation to pay the annual
premium due on the  split dollar  insurance policy shall continue
pursuant to the terms  of Paragraph 10.E.(v) hereof.

                (iii)      The "Split Dollar Release Date"  shall
mean  (a)  the  Termination Date (as defined below),  if  Moore's
employment  with  the Company is terminated  at  any  time  under
circumstances  that do not entitle him to Severance  Compensation
pursuant  to Paragraph 10 of this Agreement, or (b) the last  day
of the Severance Period (as defined in Paragraph 10), if Moore is
entitled  to  Severance  Compensation.  The  Company  shall  fund
payment of the premiums as provided in the Paragraph 5.E. in each
year  until the Split Dollar Release Date.  Upon the Split Dollar
Release Date, the following shall occur:

                    (a)  Moore shall pay to the Company an amount
equal  to  the total of all premiums paid by the Company  on  the
split dollar policy(ies) acquired pursuant to his employment with
the  Company to the date hereof or subsequently pursuant to  this
Paragraph  5.E., without interest thereon.  The Company  may,  at
its option, collect such amount from any amounts it or any of its
affiliates  owes  to  Moore.  Upon receipt of  such  payment  the
Company  shall release its interest in the policy, or  a  portion
thereof,  on Moore's life acquired pursuant to the terms  of  the
Split  Dollar  Agreement, or any or all of the paid up  additions
standing  to  the credit of such policy, if any,  such  that  the
released  interest equals the total of all premiums paid  by  the
Company on the split dollar policy(ies) acquired pursuant to this
Paragraph  5.E.  The Company agrees that the amount of  any  such
release  of  interest by the Company shall reduce the  amount  of
"Liabilities"  (as  such  term is defined  in  the  Agreement  of
Assignment of Life Insurance Death Benefit As Collateral  entered
into  between Moore and the Company in connection with the  Split
Dollar  Agreement)  owed to the Company in  connection  with  the
Split   Dollar   Agreement  and  related  Collateral   Assignment
Agreement.   Accordingly, the Company also agrees  to  reduce  to
such extent its interest as acquired by collateral assignment  of
the  policy  pursuant to the Split Dollar Agreement  and  related
Collateral Assignment Agreement.

                      (b)    The  Split  Dollar  Agreement  shall
continue in full force and effect and survive separate and  apart
from  this  Agreement; provided, however, that the Company  shall
have no further obligation to pay any premium on the policy under
the  Split Dollar Agreement which has a due date after the  Split
Dollar  Release Date and such obligation shall be transferred  to
Moore.

                F.   Discretionary Compensation.  The Company may
pay  Moore  discretionary compensation, bonuses and  benefits  in
addition to those provided for herein in such amounts and at such
times as the Compensation Committee shall determine.

                G.   Compensation Upon a Change in Control.  Upon
a  Change  in  Control,  whether or not  Moore's  employment  has
terminated,   Moore   shall  receive   all   of   the   following
compensation, paid at the time of the Change in Control:

                     (i)  Salary. A payment in the amount of 300%
of  Moore's  annual  base salary in effect at  the  time  of  the
Change in Control.

                     (ii)  Bonus.  For all bonus plans  in  which
Moore  is  participating as of a Change in Control,  the  Company
shall  pay  to  Moore a lump sum bonus payout. This payout  shall
consist of a payment in the amount calculated by the formula  [(x
+ y) * z] where (x) is Moore's base salary earned in the year from
January 1 to the date of the Change in Control, (y) is the amount
which is three times Moore's annual base salary in effect at  the
time of the Change in Control, and (z) is  the  percentage  which
under each plan is the maximum percentage of base salary that Moore
was  eligible  to  earn during the year in which  the  Change  in
Control  occurred assuming all targets were met in full,  whether
or not said targets actually were met.  The payments provided for
under  this  Paragraph 5.G.(ii) will be paid in cash or  in  such
other  form  as  bonus  amounts generally are  paid  to  eligible
employees,  or  in  a combination thereof, as determined  by  the
Compensation Committee, within thirty days following  the  Change
in  Control  and shall be considered to be full compensation  for
all  amounts  due  to  Moore for bonus  plans  in  which  he  was
participating as of the Change in Control, and he  shall  not  be
entitled  to any further payments under any of said plans  during
the  year of participation.  Notwithstanding the above, any bonus
due  to  Moore  for years (or any other applicable bonus  period)
completed prior to the date in which the Change of Control occurs
but not yet paid shall be paid in addition to the bonus described
herein.

                     (iii)     Disability Insurance.  The Company
will prepay, to the time of Moore's reaching age 65, the premiums
due  on any disability insurance policy as was provided to  Moore
as  of  the  time  of Change in Control.  In the event  that  the
Company  discontinued or reduced the amount of  coverage  of  any
disability  insurance  within one  year  preceding  a  Change  in
Control,  the Company shall at the time of the Change in  Control
re-establish  disability  insurance  to  the  amount   previously
provided  and  with equivalent coverage, and shall prepay  future
premiums as provided herein.


                    (iv) Other Benefits Upon a Change in Control.
Moore shall receive all of the other benefits separately provided
herein  or  in  other agreements as occurring upon  a  Change  in
Control.   These  include vesting of unvested stock  options  and
restricted stock.  In the event a Change in Control occurs, Moore
shall  be entitled to the insurance benefits provided upon Change
in  Control  per Paragraph 10.E.(v) and the travel benefits,  per
Paragraph  10.E.(viii), as provided upon  a  Change  in  Control.
These  benefits will apply at the time of termination of  Moore's
employment, even if Moore's employment is subsequently terminated
in a fashion that does not give rise to Severance Compensation.

                     (v)   Certain Adjustments.   If, as a result
of  payments  provided for under or pursuant  to  this  Agreement
together  with  all other payments in the nature of  compensation
provided to or for the benefit of Moore under any other agreement
in  connection  with  a Change in Control, any  state,  local  or
federal  taxing authority imposes any taxes on Moore  that  would
not  be  imposed  on such payments but for the  occurrence  of  a
Change in Control, including any excise tax under Section 4999 of
the  Internal  Revenue  Code  and  any  successor  or  comparable
provision, then, in addition to any other benefits provided under
or   pursuant  to  this  Agreement  or  otherwise,  the   Company
(including  any successor to the Company) shall pay to  Moore  at
the time any such payments are made under or pursuant to this  or
the  other agreements, an amount equal to the amount of any  such
taxes imposed or to be imposed on Moore  (the amount of any  such
payment,  the  "Parachute Tax Reimbursement").  In addition,  the
Company (including any successor to the Company) shall "gross up"
such  Parachute Tax Reimbursement by paying to Moore at the  same
time  an additional amount equal to the aggregate amount  of  any
additional  taxes  (whether income taxes, excise  taxes,  special
taxes, employment taxes or otherwise) that are or will be payable
by  Moore  as  a result of the Parachute Tax Reimbursement  being
paid  or  payable to Moore and/or as a result of  the  additional
amounts paid or payable to Moore pursuant to this sentence,  such
that after payment of such additional taxes Moore shall have been
paid  on  a  net after-tax basis an amount equal to the Parachute
Tax Reimbursement.  The amount of any Parachute Tax Reimbursement
and  of  any  such  gross-up amounts shall be determined  by  the
Company's independent auditing firm, whose determination,  absent
manifest error, shall be treated as conclusive and binding absent
a binding determination by a governmental taxing authority that a
greater amount of taxes are payable by Moore.

                H.   Employment or Termination Following a Change
in  Control.  Provided that he remains employed and  the  parties
have  not  otherwise agreed to amend this Agreement, following  a
Change in Control Moore's employment shall continue on the  terms
set  forth  in this Agreement and Moore shall remain  subject  to
this  Agreement,  and  be entitled to receive  the  compensation,
payments  and  benefits provided for in this Agreement.   In  the
event  that  Moore's employment is terminated upon or within  one
year  following the Change in Control, such that Moore  would  be
entitled  to Severance Compensation, any amounts due at the  time
of   termination  as  Severance  Compensation  under   Paragraphs
10.E.(i)  and  10.E.(ii) herein shall be reduced by  any  amounts
paid  under Paragraph 5.G.(i) and 5.G.(ii) at the time of  Change
in  Control   (under no circumstances would Moore be required  to
repay  the  amounts  paid  to Moore under  Paragraph  5.G(i)  and
5.G.(ii)),  but  Moore will be entitled to  all  other  Severance
Compensation as provided in Paragraph 10.E. herein.  In the event
that   Moore's  employment  is  terminated  more  than  one  year
following  the Change in Control, Moore will be entitled  to  all
payments  and benefits provided for herein with respect  to  such
termination of employment.

           6.  Benefits.

                A.    The Company shall pay for or provide  Moore
such  vacation time and benefits, including but not  limited  to,
coverage under Company's major medical, accident, health, dental,
disability  and  life insurance plans, as are made  available  to
other  executive  employees of Company  generally  (and,  to  the
extent provided by such policies, to Moore's dependents).

                B.    The  Company  agrees to promptly  reimburse
Moore  for any otherwise unreimbursed health or medical insurance
premiums  and/or  uncovered medical expenses up  to  $10,000  per
calendar   year  under  a  written  medical  reimbursement   plan
maintained for Moore and other key executive employees.  If  such
payments  are  taxable to Moore, the Company shall  pay  Moore  a
gross-up  equal to the estimated income, FICA and Medicare  taxes
due  with  respect to such reimbursement, with federal and  state
income taxes being estimated at the highest marginal rates.

               C.   Moore shall be eligible to participate in any
profit  sharing  plan,  employee stock ownership  plan  or  other
qualified  retirement plan adopted by Company to the same  extent
as  other  executive employees of Company.  Moore shall  also  be
eligible  to  participate in any stock option, restricted  stock,
stock appreciation rights or stock purchase plans or programs  or
nonqualified deferred compensation arrangements of Company, which
participation shall be at levels as may be determined appropriate
by the Compensation Committee.

               D.   The Company agrees to reimburse Moore for the
cost  of  investment  and  tax planning  services  up  to  $5,000
incurred during each calendar year.  If such payments are taxable
to  Moore,  the Company shall pay Moore a gross-up equal  to  the
estimated  income, FICA and Medicare taxes due  with  respect  to
such  reimbursement, with federal and state  income  taxes  being
estimated at the highest marginal rates.

          7.    Reimbursement of Expenses. The Company agrees  to
promptly   reimburse  Moore,  within  fifteen  (15)  days   after
presentation of receipts and other appropriate documentation, for
all  reasonable,  ordinary and necessary travel costs  and  other
necessary  expenses  incurred by Moore in performing  his  duties
pursuant to this Agreement.

          8.   Stock Options

                A.   Mandatory Stock Options.  Company agrees  to
continue   in  force  a  stock  option  plan  or  one  which   is
substantially similar to the existing plan ("Stock Option Plan"),
which has been approved by the shareholders of the Company,  and,
on  the  first business day in each October commencing in October
2002  and  (subject  to  the provisions of Paragraph  10.E.(iii))
continuing so long as Moore is employed by the Company  to  grant
Moore  options under the Stock Option Plan to purchase  not  less
than  100,000 shares of the common stock of ACAH (such number  to
be  adjusted  to  reflect any stock splits or  other  adjustments
after  the Effective Date) at the price per share at the  closing
of  the  trading market on the last business date prior  to  such
grant.   The Company also agrees to approve the issuance of  such
additional  shares as are necessary to enable Moore  to  exercise
such options.  The Company will not be required to reserve shares
from  existing  plans  to  cover future  obligations  under  this
Paragraph,  but will use reasonable efforts to obtain shareholder
approval  as  necessary from time to time to  make  a  sufficient
number of additional shares available on a timely basis, and will
provide  Moore  with  equivalent alternative compensation  should
approval not be obtained.  The terms of the grant of such options
shall  be consistent with the terms of the Stock Option Agreement
being utilized at the time of the grant for stock options granted
to  other  senior executive officers at or below Moore's position
with   the  Company.  The  Compensation  Committee  retains  full
discretion of whether to grant any additional stock options other
than those required as provided above, and to change the terms of
the Stock Option Agreement for any such additional stock options.

                B.    Acceleration of Stock Options upon a Change
in  Control.  If the Company experiences a Corporate Change,  the
exercisability and vesting of all Stock Options held by Moore  as
of  the  date of the Corporate Change shall accelerate as of  the
date of such Corporate Change.  The Compensation Committee of the
Company's  Board of Directors shall provide that if  a  Corporate
Change  occurs,  then  effective as of a  date  selected  by  the
Compensation  Committee, the Compensation  Committee  (which  for
purposes of the Corporate Changes described in clauses (iii)  and
(v)  of  the  definition of Corporate Change below shall  be  the
Compensation Committee as constituted prior to the occurrence  of
such Corporate Change) acting in its sole discretion without  the
consent  or  approval of Moore, will effect one or  more  of  the
following  alternatives  or  combination  of  alternatives   with
respect to all outstanding Stock Options (which alternatives  may
be  conditional on the occurrence of such of the Corporate Change
specified  in  clause  (i)  through  (v)  of  the  definition  of
Corporate Change below which gives rise to the Corporate Change):
(1)  in the case of a Corporate Change specified in clauses  (i),
(ii)  or (iv) of the definition thereof, provide that exercisable
options (including any options exercisable pursuant to the  first
sentence  of  this  Paragraph  8.B.)  then  outstanding  may   be
exercised  in full for a limited period of time on  or  before  a
specified date (which will permit Moore to participate  with  the
Common  Stock received upon exercise of such option in the  event
of  a Corporate Change specified in clauses (i), (ii) or (iv)  of
the  definition of Corporate Change below, as the  case  may  be)
fixed  by the Compensation Committee, after which specified  date
all  unexercised options and all rights of Moore thereunder shall
terminate,  (2)  provide that exercisable options (including  any
options  exercisable  pursuant to  the  first  sentence  of  this
Paragraph  8.B.) then outstanding may be exercised so  that  such
options  may be exercised in full for their then remaining  term,
or  (3)  require  the  mandatory  surrender  to  the  Company  of
outstanding   options  held  by  Moore  (including  any   options
exercisable  pursuant  to the first sentence  of  this  Paragraph
8.B.)  as  of a date, before or not later than sixty  days  after
such  Corporate Change, specified by the Compensation  Committee,
and  in  such  event the Compensation Committee  shall  thereupon
cancel  such options and the Company shall pay to Moore an amount
of  cash  equal  to the excess of the fair market  value  of  the
aggregate shares subject to such option over the aggregate option
price   of  such  shares;  provided,  however,  the  Compensation
Committee shall not select an alternative (unless consented to by
Moore)  that, if Moore exercised his accelerated options pursuant
to  alternative  1  or  2  and participated  in  the  transaction
specified  in  clause  (i), (ii) or (iv)  of  the  definition  of
Corporate   Change   below   or   received   cash   pursuant   to
alternative 3, would result in Moore's owing any money by  virtue
of  operation of Section 16(b) of the Exchange Act.  If all  such
alternatives have such a result, the Compensation Committee shall
take such action, which is hereby authorized, to put Moore in  as
close  to  the  same position as Moore would  have  been  in  had
alternative 1, 2 or 3 been selected but without resulting in  any
payment  by Moore pursuant to Section 16(b) of the Exchange  Act.
Notwithstanding  the foregoing, with the consent  of  Moore,  the
Compensation  Committee may in lieu of the  foregoing  make  such
provision  with  respect  of any Corporate  Change  as  it  deems
appropriate.

               C.   Definitions.  For purposes of this Agreement:

                     (i)  "Stock Options" shall mean any grant to
Moore  by  the Company, pursuant to a Stock Option Plan,  of  the
right  and option to purchase from the Company a specified number
of  shares of Atlantic Coast Airlines Holdings, Inc. common stock
under certain terms and conditions.

                     (ii)  "Change  in  Control"  and  "Corporate
Change" shall each mean (i) any merger or consolidation in  which
the  Company shall not be the surviving entity (or survives  only
as  a  subsidiary  of another entity, unless the stockholders  of
Company  immediately  before such merger  or  consolidation  own,
directly  or  indirectly  immediately following  such  merger  or
consolidation, substantially all of the combined voting power  of
the  surviving  entity in substantially the  same  proportion  as
their  ownership immediately before such merger or consolidation,
(ii) the sale of all or substantially all of the Company's assets
to  any  other  person  or  entity  (other  than  a  wholly-owned
subsidiary),  (iii)  the acquisition of beneficial  ownership  or
control  of  (including, without limitation, power to vote)  more
than  50% of the outstanding shares of Common Stock by any person
or  entity  (including a "group" as defined by or  under  Section
13(d)(3)   of   the  Exchange  Act),  (iv)  the  dissolution   or
liquidation   of  the  Company,  (v)  a  contested  election   of
directors, as a result of which or in connection with  which  the
persons who were directors of the Company before such election or
their  nominees cease to constitute a majority of the  Board,  or
(vi) any other event specified by the Compensation Committee.

               D.   Amendment to Existing Option Agreements.  The
provisions  of Paragraph 8.B. and 8.C herein shall apply  to  all
Stock  Options or restricted stock previously granted  to  Moore,
and  this  Agreement shall be deemed to be a restatement  of  the
previous  amendment  to  all  Stock Option  or  Restricted  Stock
Agreements presently in existence between the Company and  Moore,
and will supersede any language to the contrary contained in said
agreements.   These  terms  will also apply  to  mandatory  Stock
Options  granted  as  provided  in  subparagraph  A  above.   The
Compensation  Committee  retains full discretion  of  whether  to
grant  any  additional Stock Options in the  future,  and  if  so
whether  the  terms  provided herein will  apply  to  said  Stock
Options.

                E.    The  Company has granted to Moore  options,
under  the  Stock  Option Plan and pursuant to  a  Company  Stock
Option Agreement, to purchase 100,000 shares (prior to adjustment
for  subsequent  stock  splits)  of  the  common  stock  of  ACAH
effective  as  of  July 21, 1999 at the price per  share  at  the
closing   of  the  trading  market  on  July  20,  1999.    Moore
acknowledges that said grant is in lieu of grants that  that  may
otherwise have been due to him prior to October 1, 2000.

          9.    Deductions.  Deductions shall be  made  from  any
component  of  Moore's  compensation provided  pursuant  to  this
Agreement  or  otherwise for social security, Medicare,  federal,
state  and local withholding taxes, and any other such  taxes  as
may from time to time be required by any governmental authority.

          10.   Termination. Moore's employment with the  Company
shall  be  terminated  only  in  accordance  with  the  following
provisions:

               A.   Disability.

                    (i)  In the event Moore shall become mentally
or  physically disabled so as to have been unable to perform  his
duties  hereunder  for  six (6) consecutive  months,  subject  to
Moore's right to return to work as provided below, Company  shall
have  the right to terminate Moore's employment with Company upon
the  expiration of such six month period; provided, however, that
upon  any such termination Company shall be obligated to  provide
Moore  with Severance Compensation as provided in Paragraph 10.E.
herein.   Such six-month period shall be deemed to have commenced
on the date when Moore is first unable to perform his duties on a
substantially  full-time  basis because  of  mental  or  physical
disability and shall end on the date on which Moore shall  return
to  the substantial full-time performance of his duties.   If  at
the expiration of such six month period, the Company shall desire
to  terminate  Moore on the basis of disability,  it  shall  give
written  notice to him.  Moore's employment shall  thereafter  be
terminated  if  he  does  not  return  to  substantial  full-time
performance  of  his duties within ten (10) calendar  days  after
such notice is given.

                      (ii)  Nothing  contained  herein  shall  be
construed to affect Moore's rights under any disability insurance
or  similar policy, whether maintained by the Company,  Moore  or
another  party.  The Company may utilize a disability  policy  to
fund, in whole or in part, the compensation that would be due  to
Moore  during  the  term of or in the event of a  disability,  in
which case the proceeds of the policy would not be in addition to
any compensation otherwise payable to Moore.

                     (iii)      For  purposes of this  Agreement,
Moore  shall  be  deemed to be disabled when he shall  have  been
absent  from his duties because of sickness, illness,  injury  or
other  physical or mental infirmity on a substantially  full-time
basis.   In  the  event  of  a dispute as  to  whether  Moore  is
disabled, the issue of the determination of disability  shall  be
submitted to a Board of Arbiters for a binding decision under the
procedures set forth in Paragraph 10.A.(v) below.

                     (iv)     At the end of any disability (other
than  a  disability  that results in the termination  of  Moore's
employment with the Company), Moore shall return to work and this
Agreement  shall  continue  as though  such  disability  had  not
occurred.

                     (v)   If  there is a dispute as  to  whether
Moore  is subject to any disability, the issue shall be submitted
to  a  Board of Arbiters (whose decision shall be binding on  the
Company and Moore) consisting of three persons: one physician who
specializes  in  the  physical or mental  disability  in  dispute
(hereinafter referred to as a "Specialist") shall be appointed on
behalf  of  Company  by  the Chairman of the  Board,  or  by  the
Compensation Committee; a second Specialist shall be appointed by
Moore  and  a  third  Specialist shall be appointed  by  the  two
Specialists  so  appointed.  The decision of a majority  of  such
Specialists  shall  be  binding upon the parties  hereto.   If  a
majority of the Specialists determines that Moore is not  subject
to  any  disability for purposes of this Agreement,  Moore  shall
return to work under the provisions hereof.  Such Specialists may
physically examine Moore, who hereby consents to such examination
and to make available any pertinent medical records.  The cost of
such Specialists shall be paid by Company.

                     (vi)  If  it  is determined that  Moore  can
return to work hereunder on a part-time basis, the parties  agree
to  use  good  faith efforts to negotiate the  terms  of  Moore's
return to work.

                    (vii)     During any period in which Moore is
disabled but his employment shall not have been terminated, Moore
shall  continue  to  receive his base salary and  any  applicable
bonus,  and shall continue to receive all benefits as an employee
and  as provided herein generally. Any options previously granted
shall  continue to vest, but no new options shall  be  issued  to
Moore.   Any mandatory option grants as provided herein shall  be
deferred until such time as the disability period ends.

                    (viii)    During any period in which Moore is
disabled but his employment shall not have been terminated, Moore
shall  continue to be credited with Years of Service for purposes
of  vesting  of Deferred Compensation as set forth  in  Paragraph
5.D.

               B.   Death.

                     (i)   Moore's employment with Company  shall
terminate immediately upon Moore's death; provided, however, that
Company  shall be obligated to provide the Severance Compensation
as  specified in Paragraph 10.E. herein to Moore's estate,  heirs
or beneficiaries.

                      (ii)  Nothing  contained  herein  shall  be
construed  to  affect Moore's rights under any life insurance  or
similar  policy, whether maintained by Company, Moore or  another
party.  The Company may utilize a life insurance policy to  fund,
in  whole  or in part, the Severance Compensation that  would  be
payable in the event of Moore's death, in which case the proceeds
of  any  such policy other than the Split Dollar Agreement  would
not  be  in  addition  to  any Severance  Compensation  otherwise
payable under this Paragraph 10.B.

               C.   Termination by Moore.

                      (i)   Other  than  Following  a  Change  in
Control.   Moore may  terminate his employment by  delivering  to
Company  sixty  (60) days' written notice, and  such  termination
shall be effective on the sixtieth (60th) day following the  date
of  receipt  of  such notice (the "Termination Date").   In  such
event, Moore (i) shall continue to render his services up to  the
Termination  Date if so requested by Company and  (ii)  shall  be
paid his regular base salary and shall receive all benefits up to
the  Termination Date.  Moore will be entitled to payment of  any
bonus  due but not yet paid for prior bonus periods (paid at  the
same time it would have been paid had Moore's employment not been
terminated),  but will not be entitled to Severance Compensation,
to  any  bonus  for the current bonus period,  or  to  any  other
compensation,  bonus  or  fringe  benefits  accrued   after   the
Termination Date.

                      (ii)   Following  a  Change   in   Control.
Notwithstanding  the above, in the event of  any  termination  by
Moore of his employment with the Company which is effected within
twelve  (12) months following a Change in Control as defined  and
determined under Paragraph 8.C. of this Agreement, Company  shall
be  obligated  to  provide Moore with Severance  Compensation  as
provided  in Paragraph 10.E. herein; provided that payments  made
as  separately provided in Paragraph 5.H. of this Agreement shall
be  deducted from Severance Compensation due in this event.   The
twelve  month  period  will be deemed to mean  any  notice  given
within  twelve  months following a Change  in  Control  where  an
actual  termination  occurs  within  sixty  days  following  said
notice.

               D.   Termination by Company.

                     (i)   Without  Cause.  Company may,  without
cause,  terminate Moore's employment under this Agreement at  any
time  by  giving Moore fifteen (15) days' written notice thereof,
and  such  termination shall be effective on  the  fifteenth  day
following  the  date  such notice is given (said  15th  day,  the
"Termination  Date").   In  the  event  Moore's  employment  with
Company  is terminated without cause, Company shall be  obligated
to  provide  Moore  with Severance Compensation  as  provided  in
Paragraph  10.E.  herein.   At  the option  of  Company,  Moore's
employment  shall  be  immediately terminated  upon  the  Company
giving such notice, in which case Moore shall continue to receive
his  full  base  salary and related fringe benefits  through  the
Termination   Date.   Notwithstanding  any  provision   of   this
Agreement  to the contrary, any termination of Moore's employment
by the Company, for any reason or no reason, effected as a result
of,  in connection with or within twelve (12) months following  a
Change in Control, as defined and determined under Paragraph 8.C.
of  this  Agreement,  shall  automatically  be  deemed  to  be  a
termination  without  cause provided  that  any  amounts  due  as
Severance  Compensation shall be reduced as provided in Paragraph
5.H.   The twelve month period will be deemed to mean any  notice
given   within  twelve  months  following  a  Change  in  Control
regardless  of  when  actual termination  occurs  following  said
notice.

                    (ii) For Cause. Company may terminate Moore's
employment under this Agreement immediately for "cause".  In such
event,  the  Company  shall  not  be  liable  to  Moore  for  any
compensation, bonus or benefits after the date of termination  of
employment.  Cause shall be defined as any of the following:  (i)
willful  unauthorized misconduct in the material  performance  of
Moore's  duties hereunder, (ii) commission of an  act  of  theft,
fraud,  dishonesty or personal misconduct by Moore, which act  is
harmful  to  Company,  (iii) breach  of  any  provision  of  this
Agreement if such breach has not been cured by Moore (or if Moore
has not compensated the Company for such breach by payment of  an
amount  deemed reasonable by the Company if the breach cannot  be
cured)  within  fifteen (15) days after the Company  gives  Moore
written  notice  of  such  breach.  Any  termination  under  this
Paragraph  10.D.(ii)  shall  take  effect  immediately  upon  the
Company giving Moore written notice thereof.

                  E.      Severance   Compensation.    "Severance
Compensation" is defined as all of the compensation and  benefits
described in this Paragraph 10.E.  It will be provided  to  Moore
upon  the occurrence of any of the events described elsewhere  in
this  Agreement  as  providing for Moore's receipt  of  Severance
Compensation,  but not in any other circumstances except  to  the
extent  that individual components of Severance Compensation  may
be  separately provided pursuant to the terms of this  Agreement.
"Termination  Date"  is  defined  as  the  last  day  of  Moore's
employment  with the Company.  "Severance Period" is  defined  as
the  period  beginning on the day following the Termination  Date
and   ending  on  the  day  which  is  two  years  following  the
Termination  Date.  Benefits extending to  Moore's  spouse  shall
refer to Moore's spouse as of the date such benefits are extended
or,  after Moore's death, to Moore's spouse as of the date of his
death.  The compensation and benefits to be provided as Severance
Compensation are as follows:

                    (i)  Severance Pay.  Throughout the Severance
Period,  Moore will receive severance pay at the rate of 100%  of
his  annual base salary in effect at the time of his termination,
to  be paid on the Company's regular payroll payment dates at the
same  time  and  in  the  same fashion as the  Company's  regular
payroll payments.  In the event that a Termination Date occurs on
or  before  December  31, 1999 such that  Moore  is  entitled  to
Severance Compensation as provided herein, severance pay will  be
at  the  rate of 100% of his annual base salary that  would  have
been in effect beginning January 1, 2000 as provided herein.

                     (ii)  Bonus.  For all bonus plans  in  which
Moore  is  participating as of the Termination Date, the  Company
shall  pay  to Moore a lump sum bonus payout.  This payout  shall
consist of a payment in the amount calculated by the formula  [(x
+ y) * z] where (x) is Moore's base salary earned in the year from
January  1  to the Termination Date, (y) is the amount  which  is
three  times Moore's annual base salary in effect at the time  of
Termination, and (z) is the percentage which under each  plan  is
the  maximum percentage of base salary that Moore was eligible to
earn  during  the  year  in which the Termination  Date  occurred
assuming  all  targets  were met in full,  whether  or  not  said
targets actually were met.  The payments provided for under  this
Paragraph 10.E.(ii) will be paid in cash or in such other form as
bonus amounts generally are paid to eligible employees, or  in  a
combination thereof, as determined by the Compensation Committee,
within  thirty days following the Termination Date and  shall  be
considered to be full compensation for all amounts due  to  Moore
for  bonus  plans  in  which  he  was  participating  as  of  the
Termination  Date, and he shall not be entitled  to  any  further
payments  under any of said plans during the Severance Period  or
thereafter.   Notwithstanding the above, any bonus due  to  Moore
for  years (or any other applicable bonus period) completed prior
to  the  Termination  Date but not yet  paid  shall  be  paid  in
addition  to the bonus described herein. If such bonus for  prior
years  is  in  the form of restricted stock, such bonus  will  be
considered  earned to the extent that applicable vesting  targets
have   been   met  as  of  the  Termination  Date,  whether   the
confirmation  that  the targets have been met  occurs  before  or
after  the Termination Date.  If such targets have been  met  but
the stock has not yet been distributed, Moore will be entitled to
receive  the  stock, or, at the option of the Company,  the  cash
equivalent thereof, no later than the date the stock was  due  to
be  distributed had the termination not occurred.  Any such stock
for which targets have not been met will be forfeited.

                     (iii)      Stock  Options.  All  options  to
purchase shares of ACAH stock that have been granted to Moore and
that  are  not  exercisable  as of  the  Termination  Date  shall
terminate  as of said date.  For all options that are exercisable
as of said date (including options that are accelerated following
a  Change in Control pursuant to Paragraph 8 above), the terms of
exercise, payment, and expiration, shall be as provided  in  each
option  agreement.  All options that would have been  granted  to
Moore  in the future pursuant to Paragraph 8.A. hereof shall  not
be  granted  if  the date on which they would have  been  granted
occurs  after  the Termination Date, even though  said  date  may
occur during the Severance Period.

                     (iv)  Deferred Compensation.   The  Deferred
Compensation  program  will  continue  throughout  the  Severance
Period,  including Moore's accumulation of Years of  Service  for
vesting  purposes,  and including the Company's  continuation  of
contributions.  At the end of the Severance Period,  the  Company
shall pay Moore an amount equal to his vested interest under  the
Deferred   Compensation  as  provided  in  Paragraph   5.D.(iii).
Alternatively, the Company may elect to pay such amounts to Moore
as  would  be payable during the Severance Period by the  Company
under  the  Deferred Compensation program in a  single  lump  sum
payment  within  fifteen (15) days after  the  Termination  Date.
Notwithstanding the foregoing, the Company shall have a right  of
set-off  against, and may reduce the amount payable  as  Deferred
Compensation  by,  any amount owed or payable  by  Moore  to  the
Company.

                     (v)   Insurance Programs.  The Split  Dollar
Agreement  shall  continue in full force and effect  through  the
Severance  Period and shall survive separate and apart from  this
Agreement,  and  the  Company's obligation to  pay  all  premiums
pursuant to this Agreement shall continue in accordance with  the
terms of this Agreement for the Severance Period.  At the end  of
the  Severance Period, Moore shall pay to the Company  an  amount
equal  to  the total of all premiums paid by the Company  on  the
split  dollar  policy(ies) acquired pursuant to  Paragraph  5.E.,
without  interest thereon, and upon receipt of such  payment  the
Company  shall release its interest in the policy, or  a  portion
thereof,  on Moore's life acquired pursuant to the terms  of  the
Split  Dollar  Agreement, or any or all of the paid up  additions
standing  to  the credit of such policy, if any, such  that  such
released  interest equals the total of all premiums paid  by  the
Company  on  the  split dollar policy(ies) acquired  pursuant  to
Paragraph 5.E.  Alternatively, if the Company elects to  pay  the
Deferred Compensation to Moore within fifteen (15) days after the
Termination  Date  pursuant  to Paragraph  10.E.(iv)  above,  the
Company at the time of such payment may demand payment from Moore
of  an  amount  equal to the total of all premiums  paid  by  the
Company  on  the  split dollar policy(ies) acquired  pursuant  to
Paragraph  5.E.,  without interest thereon, and upon  receipt  of
such  payment  release  its interest in the  policy,  or  portion
thereof,  acquired  pursuant to the terms  of  the  Split  Dollar
Agreement,  and any or all of the paid up additions  standing  to
the  credit  of such policy, if any, and thereafter  the  Company
shall  be  under no obligation to pay any further premiums  under
the  Split Dollar Agreement.  Coverage under the Company's  major
medical,  accident, health, dental, disability and life insurance
plans  as from time to time provided to other executive employees
of  the Company (and, to the extent provided by such policies, to
Moore's  dependents) shall continue to be paid for by the Company
during   the  Severance  Period  or,  in  the  event  of  Moore's
termination upon or following a Change of Control of the  Company
as  defined  in  Paragraph 8.C., for the longer of the  Severance
Period  or  the remainder of Moore's and his spouse's  life,  and
including  children to age 21 as per coverage provided  prior  to
the  Change  in  Control.  Provided, however,  if  such  coverage
cannot  be continued during the Severance Period or until Moore's
and  his  spouse's death, as the case may be, under the terms  of
such policies or plans, the Company shall reimburse Moore for the
cost  of comparable coverage under individually obtained policies
or for COBRA coverage, or shall make other arrangements to assure
that Moore has comparable coverage.

                     (vi)  Vacation.  Vacation shall not continue
to accrue after the Termination Date under any circumstances.

                     (vii)      Executive  Medical  Reimbursement
Plan  and  Investment and Tax Planning.  Throughout the Severance
Period, the Company will continue to promptly reimburse Moore for
any  otherwise unreimbursed health and medical insurance premiums
and/or uncovered medical expenses up to $10,000 per calendar year
under  a  written medical reimbursement plan maintained  for  the
Company's  key executive employees, and for the $5,000  per  year
investment  and  tax planning service expenses,  incurred  during
each calendar year, including the tax gross-up, if applicable.

                    (viii)    Travel Benefits. The Atlantic Coast
Airlines   Holdings,  Inc.  and  its  subsidiaries  flight   pass
privileges  currently  granted to Moore  will  continue  for  the
Severance Period.  Moore and his wife shall be provided with free
travel  on the Company's planes or on the planes of any successor
in  interest  to the Company on a positive space basis,  and  his
children  shall  be  provided free travel on  a  space  available
basis.   Moore  shall not be entitled to travel benefits  on  any
other airline.

                      (ix)  Deductions  for  Taxes.  Subject   to
Paragraph  5.G.(v), any compensation due to Moore hereunder  will
be  subject to deductions for social security, federal and  state
withholding taxes, and any other such taxes as may from  time  to
time be required by governmental authority.

     11.  Nonsolicitation, Non-Competition, and Confidentiality

                A.   Nonsolicitation and Non-Competition.  For so
long  as  Moore  is  an employee of the Company,  and  continuing
thereafter for twelve months following any termination of Moore's
employment, or with respect to the provisions of (i), below,  for
the  longer  of  such twelve month period or for such  period  as
Moore  is  receiving  Severance Compensation,  Moore  shall  not,
without  the  prior written consent of the Company,  directly  or
indirectly,  as  a  sole  proprietor, member  of  a  partnership,
stockholder or investor, officer or director of a corporation, or
as  an  employee, associate, consultant or agent of  any  person,
partnership, corporation or other business organization or entity
other  than the Company:  (i) solicit or endeavor to entice  away
from  the Company or any of its subsidiaries any person or entity
who  is,  or,  during the then most recent 12 month  period,  was
employed by, or had served as an agent of, the Company or any  of
its  subsidiaries; or (ii) engage in or contract with  others  to
engage  in  any  business  enterprise, line  of  work  consulting
contract,  joint  venture or other arrangement which  conducts  a
business  or  businesses substantially similar  to  the  business
conducted by Company in any area in which Company or any  of  its
affiliates  or  subsidiaries provides or  plans  to  provide  air
transportation  to  the  public.   Moore  acknowledges  that  the
geographic area covered hereby, and the period and nature of  the
agreed   restrictions  are  reasonable  and  necessary  for   the
protection  of  the business of the Company.  All  provisions  of
this  Paragraph  concerning non-competition  are  severable;  and
while  it  is  the  intention of the parties  that  all  of  said
provisions shall be enforceable, if any one of the same shall  be
held to be unenforceable in whole or in part, the remainder shall
continue  to  be  in full force and effect.  The  terms  of  this
Paragraph  11.A  will  not  apply following  any  termination  of
Moore's  employment  that  was  effected  as  a  result  of,   in
connection with or within twelve (12) months following  a  Change
in  Control.   The  provisions  of  clause  (ii)  above  of  this
Paragraph  11.A  will  not  apply following  any  termination  of
Moore's  employment  by the Company other than  for  cause.   The
twelve  month  period  will be deemed to mean  any  notice  given
within twelve months following a Change in Control regardless  of
when actual termination occurs following said notice.

                B.   Confidentiality.  Moore covenants and agrees
with  the  Company  that  he will not  at  any  time,  except  in
performance of his obligations to the Company hereunder  or  with
the prior written consent of the Company, directly or indirectly,
disclose any secret or confidential information that he may learn
or  has learned by reason of his association with the Company  or
any  of  its subsidiaries and affiliates.  The term "confidential
information" includes information not previously disclosed to the
public  or to the trade by the Company's management, or otherwise
in the public domain, with respect to the Company's or any of its
affiliates'  or subsidiaries', products, facilities, applications
and  methods,  trade  secrets  and other  intellectual  property,
systems, procedures, manuals, confidential reports, price  lists,
customer  lists,  technical  information,  financial  information
(including  the  revenues, costs or profits associated  with  the
Company),  business plans, prospects or opportunities, but  shall
exclude any information which (i) is or becomes available to  the
public  or  is  generally known in the industry or industries  in
which  the  Company operates other than as a result of disclosure
by Moore in violation of his agreements under this Paragraph 11.B
or  (ii) Moore is required to disclose under any applicable laws,
regulations  or directives of any government agency, tribunal  or
authority having jurisdiction in the matter or under subpoena  or
other process of law.

                C.   Exclusive Property.  Moore confirms that all
confidential  information  is  and  shall  remain  the  exclusive
property  of  the  Company.   All business  records,  papers  and
documents kept or made by Moore relating to the business  of  the
Company  shall be and remain the property of the Company,  except
for  such papers customarily deemed to be the personal copies  of
Moore.

                D.    Injunctive  Relief.  Without  intending  to
limit  the  remedies available to the Company, Moore acknowledges
that a breach of any of the covenants contained in this Paragraph
11  may  result in material and irreparable injury to the Company
or  its affiliates or subsidiaries for which there is no adequate
remedy  at  law, that it will not be possible to measure  damages
for  such  injuries precisely and that, in the event  of  such  a
breach or threat thereof, the Company shall be entitled to seek a
temporary  restraining  order and/or a preliminary  or  permanent
injunction   restraining  Moore  from  engaging   in   activities
prohibited by this Paragraph 11 or such other relief  as  may  be
required  specifically to enforce any of the  covenants  in  this
Paragraph  11.   If  for  any  reason,  it  is  held   that   the
restrictions under this Paragraph 11 are not reasonable  or  that
consideration therefor is inadequate, such restrictions shall  be
interpreted  or modified to include as much of the  duration  and
scope  identified  in  this Paragraph  11  as  will  render  such
restrictions valid and enforceable.

          12.   Assignment  This Agreement, as it relates to  the
employment  of Moore, is a personal contract and the  rights  and
interests  of  Moore  hereunder may  not  be  sold,  transferred,
assigned, pledged or hypothecated.  However, this Agreement shall
inure  to  the  benefit of and be binding upon  Company  and  its
successors   and  assigns  including,  without  limitation,   any
corporation or other entity into which Company is merged or which
acquires all or substantially all of the outstanding common stock
or  assets of Company.  At any time prior to a Change in Control,
Company may provide, without the prior written consent of  Moore,
that Moore shall be employed pursuant to this Agreement by any of
its  affiliates instead of or in addition to Company, and in such
case  all  references herein to the "Company" shall be deemed  to
include  any  such  entity, provided that such action  shall  not
relieve  Company of its obligation to make or cause an  affiliate
to  make  or  provide for any payment to or on  behalf  of  Moore
pursuant to this Agreement.

          13.   Invalid Provisions. The invalidity of any one  or
more of the paragraphs or provisions of this Agreement shall  not
affect  the reasonable enforceability of the remaining paragraphs
or provisions of this Agreement, all of which are inserted herein
conditionally upon being valid in law; and in the  event  one  or
more  of  the paragraphs or provisions contained herein shall  be
invalid,  this instrument shall be construed as if  such  invalid
paragraphs or provisions had not been inserted or, alternatively,
said paragraphs or provisions shall be reasonably limited to  the
extent  that the applicable court interpreting the provisions  of
this Agreement considers to be reasonable.

          14.   Specific  Performance. The parties  hereby  agree
that  any  violation  by  Moore of the covenants  and  agreements
contained  herein shall cause irreparable damage to the  Company,
and  the  Company may, as a matter of course, enjoin and restrain
said  violation  by Moore by process issued out  of  a  court  of
competent  jurisdiction, in addition to any other  remedies  that
said court may see fit to award.

          15.   Binding  Effect. All the terms of this  Agreement
shall  be  binding upon and inure to the benefit of  the  parties
hereto and their respective legal representatives, successors and
assigns.

          16.    Waiver   of  Breach  or  Violation  Not   Deemed
Continuin.   The waiver by the Company of any provision  of  this
Agreement may be effected only by a written waiver duly  executed
on  behalf  of  the Company and except to the extent specifically
provided in such waiver shall not operate as, or be construed  to
be, a waiver of any subsequent breach hereof.

          17.   Entire  Agreement; Law Governing  This  Agreement
supersedes  in its entirety the terms of the Severance  Agreement
between the parties dated as of December 28, 1999 and any and all
other  agreements, either oral or in writing, between the parties
hereto  with respect to the subject matter hereof, by and between
the  Company  and  Moore,  and contains  all  the  covenants  and
agreements among the parties with respect to such subject matter.
Notwithstanding the foregoing, to the extent that  the  Company's
Deferred Compensation contributions or any other compensation  or
benefit  provided  for hereunder was paid, granted,  credited  or
funded under and pursuant to an earlier version of this Agreement
with  respect to service prior to the Effective Date and at rates
provided  for  under such earlier version, then such compensation
or   benefit   need  not  be  again  paid,  granted  or   funded,
respectively,  pursuant to this Agreement.  This Agreement  shall
be  construed in accordance with the laws of the Commonwealth  of
Virginia,  without  regard to principles  of  conflicts  of  law.
Moore hereby acknowledges that he was given the opportunity to be
represented  by  counsel  of his choosing  in  the  drafting  and
negotiation   of  this  Agreement  and  that  he  reviewed   this
Agreement.  In  interpreting this Agreement, a  court  shall  not
treat either party as the draftsman of the Agreement.

          18.    Paragraph   Headings.  The  Paragraph   headings
contained in this Agreement are for convenience only and shall in
no manner be construed as a part of this Agreement.

          19.  Release by Moore. In the event of a termination of
employment  by  Moore  that results in the payment  of  Severance
Compensation  to him pursuant to the terms of this Agreement,  in
consideration for such Severance Compensation and as a  condition
precedent to the payment thereof, Moore hereby agrees to  execute
a  full and complete release to the Company releasing any and all
claims  that he may have against the Company including any claims
relating to his termination of employment.

          20.   Notices. All notices permitted or required to  be
given pursuant to this Agreement shall be in writing and shall be
deemed  to  have been sufficiently given, subject to the  further
provisions of this Paragraph 20, for all purposes when  presented
personally  to  such party (which in the case of  notice  to  the
Company,  shall be presented to the person holding the office  or
offices identified below) or sent by facsimile transmission,  any
national  overnight delivery service, or certified or  registered
mail, to such party at its address set forth below:

          If  to Moore, to the most recent address indicated  for
Moore's  residence  in the personnel records of  Company,  unless
Moore  gives written notice that such notices are to be delivered
to another address.

                    If to ACA or the Company:

                    Atlantic Coast Airlines Holdings, Inc.
                    Atlantic Coast Airlines
                    45200 Business Court
                    Dulles, VA  20166
                     Attention:   General  Counsel  or  Corporate
                                  Secretary
                    Fax No. (703) 650-6294

          Such  notice  shall be deemed to be given and  received
when  delivered if delivered personally, upon electronic or other
confirmation  of receipt if delivered by facsimile  transmission,
the  next  business day after the date sent if sent by a national
overnight  delivery service, or five (5) business days after  the
date  mailed  if  mailed  in  the continental  United  States  by
certified or registered mail.  Any notice of any change  in  such
address  shall  also  be  given in the manner  set  forth  above.
Whenever  the  giving of notice is required, the giving  of  such
notice  may be waived in writing by the party entitled to receive
such notice.

      In  Witness  Whereof, the Company has hereunto caused  this
Agreement  to be executed by a duly authorized officer and  Moore
has  hereunto  set  his hand as of the day and year  first  above
written.


WITNESS:


-----------------                  ------------------
                                   Thomas J. Moore

                                   COMPANY:

ATTEST:                            ATLANTIC COAST AIRLINES
                                   HOLDINGS, INC.




___________________                BY:_______________
Richard J. Kennedy,                   Kerry B. Skeen,
Secretary                             Chairman & Chief Executive
                                      Officer

ATTEST:                            ATLANTIC COAST AIRLINES






___________________                BY:_______________
Richard J. Kennedy,                   Kerry B. Skeen,
Secretary                             Chairman & Chief Executive
                                      Officer