United States
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                    
                               FORM 10-K/A
(Mark One)
     
  X       Annual report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the fiscal year ended December 31, 1996.  [No Fee Required]

          Transition report pursuant to Section 13 or 15(d) of the
     Securities and Exchange Act of 1934 [No Fee Required]
     For the transition period from ________________________________
     to _______________________________
                                    
                     Commission File number 0-21976
                      ATLANTIC COAST AIRLINES, INC.
           (Exact name of registrant as specified in charter)
                                                       
              Delaware                            13-3621051
  (State or other jurisdiction of    (I.R.S. Employer Identification No.)
   incorporation or organization)
                                    
                             515-A Shaw Road
                         Dulles, Virginia  20166
                (Address of Principal Executive Offices)
                                    
    Registrant's telephone number including area code: (703) 925-6000
                                    
                                    
Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  Common
Stock, $.02 par value

Indicate  by check mark whether the registrant (1) has filed all  reports
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during  the  preceding  12 months (or for such shorter  period  that  the
registrant  was required to file such reports), and (2) has been  subject
to such filing requirements for the past 90 days.  Yes   No

Indicate  by  check mark if disclosure of delinquent filers  pursuant  to
Item  405  of  Regulation S-K is not contained herein, and  will  not  be
contained, to the best of registrant's knowledge, in definitive proxy  or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.

As  of August 29, 1997, the aggregate market value of the Common Stock of
the Registrant (based upon the average bid and asked prices of the Common
Stock as reported by the National Association of Securities Dealers, Inc.
through  its  Automated Quotation System) held by  nonaffiliates  of  the
Registrant was approximately $101,541,101.

As of August 29, 1997, 7,110,934 shares of Common Stock of the Registrant
were outstanding.

                   Documents Incorporated by Reference
                                    
                                  None

                                
                        EXPLANATORY NOTE
     
     Item 7 is hereby amended by deleting such Item in its
entirety and replacing it with the Item attached hereto and filed
herewith.  The purpose of the amendment is to expand Management's
Discussion and Analysis of Results of Operation and Financial
Condition for the fiscal year ended December 31, 1996 by
including a review of each component of operating expense on a
per available seat mile ("ASM") basis.

Item 7.  Management's Discussion and Analysis of Results of
Operations and Financial Condition
     
     Overview
     
     In 1996, the Company posted record net income of $19.2
million, compared to net income of $12.9 million for 1995 and a
net loss of $25.1 million in 1994. The improvement from 1994 to
1996 reflects increases in the Company's yields and a reduction
in its break-even passenger load factor. Management believes that
these improvements are attributable to the benefits realized from
the 1994 restructuring plan, the Company's renewed emphasis on
and improvements in yield management, increased passenger demand
and a generally improved economic environment for airlines.

Year Ended December 31, 1996 Compared with Year Ended
December 31, 1995
     
     Operating Revenues
     
     The Company's operating revenues increased 16.2% to $182.5
million in 1996, compared to $157.0 million in 1995. The increase
resulted from a 13.4% increase in yield per revenue passenger
mile ("RPM") to 50.0 cents in 1996, compared to 44.1 cents in
1995, and a 2.9% increase in RPMs. The increased traffic as
measured in RPMs reflects a 5.5% increase in ASMs, which is
partially offset by a decrease in passenger load factor of 1.2
percentage points. Total passengers for the year ended December
31, 1996 increased 2.7% over the year ended December 31, 1995,
and length of haul was unchanged.
     
     Management believes that industry fare increases in 1996
resulted in part from the expiration of the ticket tax on
December 31, 1995. The amount of the increases caused by this
factor cannot be determined, nor can the impact on revenue that
resulted from the reinstatement of the tax on August 27, 1996.
The ticket tax was most recently reinstated effective March 7,
1997, with an expiration date of September 30, 1997.
     
     Operating Expenses
     
     The Company's operating expenses increased 12.6% in 1996
over 1995, reflecting increased ASMs and unit costs. Unit costs
before reversals of restructuring charges increased 6.6% to 21.1
cents in 1996, compared to 19.8 cents in 1995, reflecting
increases in passenger- and revenue-related costs (traffic
commissions and booking fees) associated with a 13.4% increase in
yield, increased profit sharing costs related to the higher net
income in 1996 and a 28.6% increase in the total cost of fuel.
     
     A summary of operating expenses as a percentage of operating
revenue and operating cost per ASM for the years ended December
31, 1995 and 1996 is as follows:
     
     
     
     
     <TABLE>                                    
                                    Year Ended December 31,
                                      1995            1996
     <S>                        <C>      <C>     <C>     <C>
                             Percent             Percent     
                               of                  of 
                             Operating   Cost    Operating     Cost
                             Revenues   per ASM  Revenues      per ASM
                                        (cents)                (cents)
                                                 
     Salaries and related        25.9%    5.7    24.4%          5.8
     costs                                       
     Aircraft fuel                8.5%    1.8    9.4%    2.2    
                                                
     Aircraft maintenance and     9.7%    2.1    9.2%    2.2     
     materials                                   
     Aircraft rentals and        18.8%    4.0    18.3%   4.3     
     landing fees                                
     Traffic commissions and     16.5%    3.5    15.6%   3.7     
     related fees                                
     Depreciation and             1.4%     .3    1.6%     .4
     amortization                                
     Other                       11.3%    2.4    10.7%   2.5
                                                 
          Total (before                                  
     reversals of                                  
     restructuring               92.1%   19.8    89.2%   21.1
            charges)
     </TABLE>                                            
  
     
     ASMs increased 5.5% during 1996 compared to 1995 as a result
of the addition of three aircraft and a 5.7% increase in block
hours. Total cost per ASM increased on a year over year basis
primarily due to the increased cost of fuel, increases in
aircraft rental expense and landing fees from additional aircraft
and additional traffic commissions and related fees resulting
from a 16.3% increase in total operating revenue.
     
     Salaries and related costs per ASM increased to 5.8 cents in
1996 compared to 5.7 cents in 1995. The increase resulted from
additional flight payroll related to a contractual increase in
May 1996 and an 80.4% increase in profit sharing year over year.
In absolute dollars, salaries and related expenses increased 9.1%
from $40.7 million in 1995 to $44.4 million in 1996.
     
     The cost per ASM of aircraft fuel increased to 2.2 cents in
1996 compared to 1.8 cents in 1995. The total cost of fuel per
gallon increased 20.5% due to increases in aircraft fuel prices
and the 4.3 cents per gallon fuel tax imposed by the federal
government in October 1995. The average cost per gallon,
including into-plane fees, was 82.8 cents in 1996 and 68.7 cents
in 1995. In absolute dollars, aircraft fuel expense increased
28.6% from $13.3 million in 1995 to $17.1 million in 1996.
     
     The cost per ASM of aircraft maintenance and materials
increased to 2.2 cents in 1996 compared to 2.1 cents in 1995. The
increased maintenance expense resulted primarily from an increase
in the average age of the fleet, the expiration of warranty
coverage on certain aircraft and rate increases in contract
maintenance for engines. In absolute dollars, aircraft
maintenance and materials expense increased 9.8% from $15.3
million in 1995 to $16.8 million in 1996.
     
     The cost per ASM of aircraft rentals and landing fees
increased to 4.3 cents in 1996 compared to 4.0 cents in 1995. The
increased expenses reflect two additional J-41 aircraft delivered
in 1996 and the full year effect of aircraft delivered in 1995.
In absolute dollars, aircraft rentals and landing fees increased
12.9% from $29.5 million in 1995 to $33.3 million in 1996.
     
     The cost per ASM of traffic commissions and related fees
increased to 3.7 cents in 1996 compared to 3.5 cents in 1995. The
increased commission reflects the increase in passenger revenue
and contractual increases in program fees paid to United.
Commission rates fluctuate based on the mix of commissionable and
non-commissionable tickets, and have changed due to a cap on the
total amount of commission that travel agents can claim.
Commission as a percentage of total passenger revenue averaged
7.4% in 1996 and 8.0% in 1995. Related fees include program fees
to United and segment booking fees for reservations. In absolute
dollars, traffic commissions and related fees increased 10.4%
from $25.9 million in 1995 to $28.6 million in 1996.
     
     The cost per ASM of depreciation and amortization increased
to 0.4 cents in 1996 compared to 0.3 cents in 1995. The increase
results primarily from the acquisition of additional rotable
spare parts associated with additional J-41 aircraft,
improvements to aircraft, leasehold improvements and purchases of
computer equipment. There were no significant changes in
amortization in either 1996 or 1995. In absolute dollars,
depreciation and amortization expense increased 27.3% from $2.2
million in 1995 to $2.8 million in 1996.
     
     The cost per ASM of other operating expenses increased to
2.5 cents in 1996 compared to 2.4 cents in 1995. The increased
expenses are primarily attributable to increased glycol costs
resulting from relatively severe winter weather, additional pilot
training costs and increased legal fees. In absolute dollars,
other operating expenses increased 9.6% from $17.8 million in
1995 to $19.5 million in 1996.
     
     As a result of the foregoing components, total operating
expenses before reversals of restructuring charges were
approximately $162.6 million for 1996, an increase of 12.4%
compared to $144.6 million in 1995. Total ASMs increased 5.5%
year over year and the cost per ASM increased from 19.8 cents for
1995 to 21.1 cents for 1996.
     
     The Company reversed excess restructuring reserves of
$426,000 in 1996 (0.1 cents per ASM) and $521,000 in 1995 (0.1
cents per ASM). The Company established the reserves with a
charge of $8.1 million in 1994. The reversals reflected remaining
unused reserves for pilot requalification, return conditions,
spare parts reconciliation and miscellaneous professional fees.
As of December 31, 1996, there were no remaining reserves related
to the restructuring.
     
     Interest expense, net of interest income, was $700,000 in
1996 and $1.7 million in 1995. The decreased expense reflects
reduced borrowings under the Company's accounts receivable
financing facility and the early retirement of a $4.0 million
convertible term note to British Aerospace in December 1995.
     
     The Company recorded a provision for income taxes of
approximately $500,000 for 1996, compared to a benefit of
approximately $1.2 million in 1995. The benefit recorded in 1995
reflects the recognition of the deferred tax asset of $1.5
million in the fourth quarter of 1995, net of valuation
allowance. The 1996 effective tax rate of approximately 2.3% is
significantly less than the statutory federal and state rates due
principally to the full utilization of net operating loss
carryforwards and the elimination of the valuation allowance. The
Company has recorded a net deferred tax asset of $3.1 million at
December 31, 1996. The Company expects the effective tax rate in
1997 to approximate statutory federal and state rates. There are
no net operating loss carryforwards available for 1997.
     
     For fiscal year 1996 the Company earned net income of $19.2
million, compared to net income of $12.9 million for fiscal year
1995. The Company's 1996 results included a provision for income
taxes at a 2.3% effective tax rate and a reversal of excess
restructuring reserves of $426,000. The Company's 1995 results
included a $1.2 million tax benefit, a reversal of excess
restructuring reserves of $521,000 and an extraordinary gain of
$400,000 related to the early retirement of certain debt. The
Company's income before income tax provision and extraordinary
item for 1996 was $19.6 million, compared to $11.3 million for
1995.

Year Ended December 31, 1995 Compared with Year Ended
December 31, 1994
     
     Operating Revenues
     
     The Company's operating revenues decreased 1.2% from $158.9
million in 1994 to $157.0 million in 1995, primarily as a result
of an 11.3% decrease in RPMs that was caused by a 7.9% decrease
in passengers carried due to elimination of less profitable
routes as part of the Company's restructuring. Yield per RPM
increased 11.1% from 39.7 cents in 1994 to 44.1 cents in 1995.
Load factor increased 3.4 points in 1995 due to a 17.5% decrease
in ASMs.
     
     Operating Expenses
     
     Unit costs increased 4.8% from 18.9 cents before
restructuring charges in 1994 to 19.8 cents before reversals of
restructuring charges in 1995 as a result of a 17.5% decrease in
ASMs caused by the 1994 restructuring plan. The increased unit
costs also resulted from passenger- and revenue-related costs
associated with the higher yield and load factor and the costs of
profit sharing in 1995.
     
     A summary of operating expenses as a percentage of operating
revenues and operating cost per ASM for the years ended December
31, 1994, and 1995 is as follows:
     
     
     <TABLE>                                    
                                    Year Ended December 31,
                                      1994            1995
     <S>                        <C>      <C>     <C>     <C>
                             Percent           Percent        
                              of                 of 
                             Operating Cost    Operating  Cost
                             Revenues  per ASM Revenues   per ASM
                                       (cents)            (cents)

     Salaries and related        26.2%    4.7     25.9%  5.7
     costs                                               
     Aircraft fuel                9.6%    1.7      8.5%  1.8
                                                         
     Aircraft maintenance and    14.1%    2.5      9.7%  2.1
     materials                                          
     Aircraft rentals and        25.3%    4.5     18.8%  4.0
     landing fees                                        
     Traffic commissions and     16.3%    2.9     16.5%  3.5
     related fees                                        
     Depreciation and             1.5%     .3      1.4%   .3
     amortization
     Other                       13.0%    2.3     11.3%  2.4
                                                         
          Total (before                                  
     restructuring charges and  106.0%   18.9    92.1%   19.8     
            reversals)                           
     </TABLE>                                            
     
     ASMs decreased 17.5% during 1995 compared to 1994 as a
result of the replacement of the larger-capacity Embraer Brasilia
("EMB-120") and deHavilland ("DASH-8") aircraft with J-41
aircraft as part of the Company's restructuring. This had the
effect of generally increasing the cost per ASM statistics on a
year over year basis in addition to the changes in costs
described below.
     
     Salaries and related costs per ASM increased to 5.7 cents in
1995 compared to 4.7 cents in 1994. The increase resulted
primarily from the reduction in ASMs created by the reduction in
the Company's fleet in 1994 and 1995 and profit sharing expense
in 1995 that did not exist in 1994. In absolute dollars, salaries
and related expenses decreased 2.2% from $41.6 million in 1994 to
$40.7 million for 1995 due to reductions in flight crews and
ground personnel.
     
     The cost per ASM of aircraft fuel increased to 1.8 cents in
1995 compared to 1.7 cents in 1994. The increase resulted
primarily from the reduction ASMs and a 2.5% increase in the
total cost per gallon of fuel in 1995 over 1994. The average cost
per gallon, including into-plane fees, was 68.7 cents in 1995 and
67.0 cents in 1994. In absolute dollars, aircraft fuel expense
decreased 12.5% from $15.2 million in 1994 to $13.3 million in
1995 due to the use of more fuel efficient J-41 aircraft rather
than EMB-120 and DASH-8 aircraft.
     
     The cost per ASM of aircraft maintenance and materials
decreased to 2.1 cents in 1995 compared to 2.5 cents in 1994,
primarily due to the Company's replacement of more costly EMB-120
and DASH-8 aircraft with new J-41 aircraft that were covered by
warranty. In absolute dollars, aircraft maintenance and materials
expense decreased 31.7% from $22.3 million in 1994 to $15.3
million in 1995.
     
     The cost per ASM of aircraft rental and landing fees
decreased to 4.0 cents in 1995 compared to 4.5 cents in 1994. The
decrease resulted from the elimination of the more costly EMB-120
and DASH-8 aircraft and was partially offset by increased rental
expense related to the 1995 deliveries of nine J-41 aircraft. In
absolute dollars, aircraft rental and landing fees decreased
26.6% from $40.1 million in 1994 to $29.5 million in 1995.
     
     The cost per ASM of traffic commissions and related fees
increased to 3.5 cents in 1995 compared to 2.9 cents in 1994. The
increase reflects the reduction in ASMs as well as contractual
increases in program fees paid to United. Commission rates
fluctuate based on the mix of commissionable and non-
commissionable tickets, and have changed due to a cap on the
total amount of commission that travel agents can claim.
Commission as a percentage of total passenger revenue averaged
8.0% in 1995 and 7.9% in 1994. Related fees include program fees
to United and segment booking fees for reservations. In absolute
dollars, traffic commissions and related fees were $25.9 million
in 1995 and were relatively unchanged from 1994.
     
     The cost per ASM of depreciation and amortization expense
was 0.3 cents in 1995, unchanged from 1996. There were no
significant changes in amortization in 1995. In absolute dollars,
depreciation and amortization expense decreased 4.3% from $2.3
million in 1994 to $2.2 million in 1995 due to reduced
depreciation from the reduction in spare parts offset by reduced
ASMs from the fleet reduction.
     
     The cost per ASM of other operating expenses increased to
2.4 cents in 1995 compared to 2.3 cents in 1994. Other operating
expenses decreased 13.6% from $20.6 million in 1994 to $17.8
million in 1995, primarily due to a reduction in facility rental
expense, reduced glycol expense and reduced hull insurance
expense.
     
     As a result of the foregoing components, total operating
expenses before reversals of restructuring charges were
approximately $144.6 million in 1995, a decrease of 14.0%
compared to $168.1 million before restructuring charges in 1994.
Total ASMs decreased 17.5% year over year and the cost per ASM
before restructuring charges and reversals increased from 18.9
cents for 1994 to 19.8 cents for 1995.
     
     Amortization and write-off of intangible assets were
negligible in 1995. In 1994 the Company wrote off $6.0 million
related to EMB-120 aircraft purchase options as part of its
restructuring plan.
     
     Restructuring expense and reversals resulted in a $521,000
credit in 1995 and an expense of $8.1 million in 1994. The credit
in 1995 reflected elimination of remaining unused restructuring
reserves for pilot requalification, return conditions, spare
parts reconciliation and miscellaneous professional fees. The
restructuring charge of $8.1 million in 1994 consisted primarily
of reserves for EMB-120 and DASH-8 return conditions, maintenance
base closings and the elimination of the Company's Florida
operation.
     
     Interest expense, net of interest income, was $1.7 million
in 1995 and $2.2 million in 1994. Interest expense was lower in
1995 than in 1994 due to reduced borrowings on the Company's
receivables facility and reduced borrowings from British
Aerospace.
     
     In the first quarter of 1995 the Company borrowed $4.0
million under a convertible term loan agreement. On December 29,
1995, the Company prepaid the note at a discount, resulting in an
extraordinary gain of $400,000.
     
     The Company recorded a deferred tax asset, net of valuation
allowance, and a corresponding income tax benefit of $1.5 million
in the fourth quarter of 1995. Realization of the deferred tax
asset depended upon the Company generating pretax income of at
least $4.0 million in 1996. Based on the operating results in
1995, management believed that it was more likely than not that
the Company would achieve at least this level of pretax income in
1996. The Company's actual pretax income for 1995 was $11.3
million.
     
     The Company recorded a provision for income taxes, before
the income tax benefit of $1.5 million, of approximately $300,000
for 1995. This provision is insignificant in relation to pretax
income of approxi- mately $11.3 million due to the utilization of
net operating losses. The net operating loss carryforward for
1995 was $14.7 million.
     
     Overall cost per ASM decreased to 19.7 cents in 1995
compared to 20.5 cents in 1994. 1995 cost per ASM included a
reversal of excess restructuring charges of 0.1 cents. The
restructuring charges of 1.6 cents per ASM in 1994 consisted
primarily of reserves for EMB-120 and DASH-8 return conditions,
maintenance base closing and the elimination of the Company's
Florida operation.
     
     For fiscal year 1995 the Company earned net income of $12.9
million, compared to a net loss of $25.1 million for fiscal year
1994. The Company's 1995 results included a $1.2 million income
tax benefit, a reversal of excess restructuring reserves of
$521,000 and an extraordinary gain of $400,000 related to the
early retirement of certain debt. The Company's 1994 results
included a $6.0 million writeoff of aircraft purchase options and
restructuring charges of $8.1 million. The Company's income
before income tax provision and extraordinary item for 1995 was
$11.3 million, or $1.20 per fully diluted share, compared to a
loss of $25.1 million, or $(3.67) per fully diluted share, for
1994.
     
     
                                
                           SIGNATURES
     
     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned
thereunto duly authorized on August 29, 1997.
                                      ATLANTIC COAST AIRLINES,
                                      INC.
                                      
                                 By:  /s/  C. Edward Acker
                                      C. Edward Acker
                                      Chairman of the Board of
                                      Directors
     
     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities
indicated on August 29, 1997.
     
     
/s/  C. Edward Acker
C. Edward Acker
Chairman of the Board of Directors

/s/  Kerry B. Skeen
Kerry B. Skeen
President and Chief Executive Officer
(principal executive officer)

/s/  Paul H. Tate
Paul H. Tate
Senior Vice President and Chief Financial
Officer (principal financial and
accounting officer)


/s/  Robert E. Buchanan
Robert E. Buchanan, Director

/s/  Joseph W. Elsbury
Joseph W. Elsbury, Director

/s/  James J. Kerley
James J. Kerley, Director

/s/ James C. Miller
James C. Miller, Director

/s/  John M. Sullivan
John M. Sullivan, Director