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Exhibit 3.2

ATLANTIC COAST AIRLINES HOLDINGS, INC.

Incorporated Under the Laws of the State of Delaware

AMENDED AND RESTATED BY-LAWS

ARTICLE IOFFICES

The registered office of Atlantic Coast Airlines Holdings, Inc. (the
Corporation) in Delaware shall be at 1209 Orange Street in the City of
Wilmington, County of New Castle, in the State of Delaware, and The Corporation
Trust Company shall be the resident agent of this Corporation in charge
thereof. The Corporation may also have such other offices at such other
places, within or without the State of Delaware, as the Board of Directors may
from time to time designate or the business of the Corporation may require.

ARTICLE II
STOCKHOLDERS

Section 2.1. Annual Meetings. An annual meeting of
stockholders shall be held for the election of directors at such date, time and
place, either within or without the State of Delaware, as may be designated by
resolution of the Board of Directors from time to time.

Section 2.2. Special Meetings. Special meetings of
stockholders for any purpose or purposes may be called at any time by the
Chairman of the Board of Directors, by a majority of the full Board of
Directors, or by a committee of the Board of Directors which has been duly
designated by a majority of the full Board of Directors and whose powers and
authority, as expressly provided in a resolution by a majority of the full
Board of Directors, include the power to call such meetings, but such special
meetings may not be called by any other person or persons. Special meetings
shall be held at such place or places within or without the State of Delaware
as shall from time to time be designated by the Board of Directors and stated
in the notice of such meeting. At a special meeting, no business shall be
transacted and no corporate action shall be taken other than that stated in the
notice of the meeting.

Section 2.3. Notice of Meetings. Whenever
stockholders are required or permitted to take any action at a meeting, a
written notice of the meeting shall be given which shall state the place, date
and hour of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Unless otherwise provided by law,
the Amended and Restated Certificate of Incorporation of the Corporation or
these by-laws, the written notice of any meeting shall be given not
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than ten nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, such notice shall be
deemed to be given when deposited in the mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.

Section 2.4. Adjournments. Any meeting of
stockholders, annual or special, may adjourn from time to time to reconvene at
the same or some other place, and notice need not be given of any such
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting, the Corporation may
transact any business which might have been transacted at the original meeting.
If the adjournment is for more than 30 days or, if after the adjournment, a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

Section 2.5. Quorum. Except as otherwise provided by
law, the Amended and Restated Certificate of Incorporation or these by-laws, at
each meeting of stockholders, the presence in person or by proxy of the holders
of shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote at the meeting
shall be necessary and sufficient to constitute a quorum. In the absence of a
quorum, the stockholders so present may, by majority vote, adjourn the meeting
from time to time in the manner provided in Section 2.4 of these by-laws until
a quorum shall attend. Shares of its own stock belonging to the Corporation or
to another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes; provided, however, that the foregoing shall not
limit the right of the Corporation to vote stock, including but not limited to
its own stock, held by it in a fiduciary capacity.

Section 2.6. Organization. Meetings of stockholders
shall be presided over by the Chairman of the Board, if any, or in his absence,
by the Vice Chairman of the Board, if any, or in his absence, by the President,
or in his absence, by a Vice President, or in the absence of the foregoing
persons, by a chairman designated by the Board of Directors, or in the absence
of such designation, by a chairman chosen at the meeting. The Secretary shall
act as secretary of the meeting, but in his absence the chairman of the meeting
may appoint any person to act as secretary of the meeting. To the maximum
extent permitted by law, such presiding person shall have the power to set
procedural rules governing all aspects of the conduct of such meetings,
including but not limited to, rules respecting the time allotted to
stockholders to speak, determinations of whether business has been properly
brought before the meeting and the power to adjourn the meeting.

Section 2.7. Voting; Proxies. Except as otherwise
provided by the Amended and Restated Certificate of Incorporation, each
stockholder entitled to vote at any meeting of stockholders shall be limited to
one vote for each share of stock held by him which has voting power upon the
matter in question. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for
him by

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proxy, but no such proxy shall be voted or acted, upon after three
years from its date, unless the proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and if,
and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the Corporation. Voting at meetings of
stockholders need not be by written ballot and need not be conducted by
inspectors of election unless so determined by the Chairman of the meeting. At
all meetings of stockholders for the election of directors, a plurality of the
votes cast shall be sufficient to elect. All other elections and questions
shall, unless otherwise provided by law, the Amended and Restated Certificate
of Incorporation or these by-laws, be decided by the vote of the holders of
shares of stock having a majority of the vote which could be cast by the
holders of all shares of stock entitled to vote thereon which are present in
person or represented by proxy at the meeting.

Section 2.8. Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders
entitled to notice of, or to vote at, any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors and which record date: (1) in
the case of determination of stockholders entitled to vote at any meeting of
stockholders or adjournment thereof, shall, unless otherwise required by law,
not be more than 60 nor less than ten days before the date of such meeting; (2)
in the case of determination of stockholders entitled to express consent to
corporate action in writing without a meeting, shall not be more than ten days
from the date upon which the resolution fixing the record date is adopted by
the Board of Directors; and (3) in the case of any other action, shall not be
more than 60 days prior to such other action. If no record date is fixed: (1)
the record date for determining stockholders entitled to notice of, or to vote
at, a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; and (2) subject to the following sentence in this Section 2.8, the record
date for determining stockholders for any other purpose shall be at the close
of business on the day on which the Board of Directors adopts the resolution
relating thereto. Any stockholder of record seeking to have the stockholders
authorize or take corporate action by written consent shall deliver to the
Secretary of the Corporation a notice setting forth the information required
under Section 2.11(b) of these By-Laws respecting such proposed corporate
action and requesting the Board of Directors to fix a record date for purposes
of determining stockholders entitled to express consent to corporate action in
writing, and the Board of Directors shall promptly, but in all events within 10
days after the date on which such a request is received, adopt a resolution
fixing the record date; provided that if no record date is set by the Board
within 10 days of the date on which a notice and request meeting the

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requirements of this Section 2.8 is received, the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day
on which the Board of Directors adopts the resolution taking such prior action.
A determination of stockholders of record entitled to notice of or to vote at
a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Chairman of the meeting or the majority of the full
Board of Directors may fix a new record date for the adjourned meeting.

Section 2.9. List of Stockholders Entitled to Vote.
The Secretary shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof and may be inspected by any
stockholder who is present. Upon the willful neglect or refusal of the
directors to produce such a list at any meeting for the election of directors,
they shall be ineligible for election to any office at such meeting. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.10. Action By Consent of Stockholders.
Unless otherwise restricted by the Restated Certificate of Incorporation, any
action required or permitted to be taken at any annual or special meeting of
the stockholders may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

Section 2.11. Nominations and Stockholder Business.

(a)  To be properly brought before an annual meeting of stockholders,
nominations of persons for election to the Board of Directors of the
Corporation and the proposal of business to be considered by the stockholders
at an annual meeting of stockholders must be either (i) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the
Board of Directors (or any duly authorized
committee thereof), (ii) otherwise properly brought before the annual
meeting by or at

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the direction of the President, the Chairman of the Board of
Directors or by vote of a majority of the full Board of Directors, or (iii)
otherwise brought before the annual meeting by any stockholder of the
Corporation who is a stockholder of record on the date of the giving of the
notice provided for in Section 2.3, who is entitled to vote at the meeting and
who complied with the notice procedures set forth in this Section 2.11.

(b)  For nominations or other business to be properly brought before an
annual meeting by a stockholder under this Section 2.11, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation
and such business must be a proper subject for stockholder action under the
Delaware General Corporation Law (DGCL). To be timely, a stockholders
notice must be delivered to the Secretary at the principal executive offices of
the Corporation not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding years annual meeting; provided, however, that if
the date of the annual meeting is advanced by more than 30 days or delayed by
more than 30 days from such anniversary date, then notice by the stockholder to
be timely must be delivered not later than the close of business on the later
of the 90th day prior to the annual meeting or the 10th day following the day
on which the date of the meeting is publicly announced. Such stockholders
notice must set forth (i) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
Exchange Act) (including such persons written consent to being named in the
proxy statement as a nominee and to serving as a director if elected); (ii) as
to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (iii) as to the
stockholder giving the notice and the beneficial owners, if any, on whose
behalf the nomination or proposal is made (A) the name and address of such
stockholder, as they appear on the Corporations books, and of such beneficial
owner, (B) the number of shares of the Corporation which are owned
(beneficially or of record) by such stockholder and such beneficial owner, (C)
a description of all arrangements or understandings between such stockholder

and such beneficial owner and any other person or persons (including their
names) in connection with the proposal of such business by such stockholder and
any material interest of such stockholder and of such beneficial owner in such
business, and (D) a representation that such stockholder or its agent or
designee intends to appear in person or by proxy at the annual meeting to bring
such business before the meeting.

(c)  Notwithstanding anything in this Section 2.11 to the contrary, if the
number of directors to be elected to the Board of Directors of the Corporation
is increased and there is no public announcement specifying the size of the
increased Board of Directors made by the Corporation at least 90 days prior to
the first anniversary of the preceding years annual meeting, then a
stockholders notice required by this Section 2.11 will also be considered
timely, but only with respect to nominees for any new positions created
by such increase, if it is delivered to the Secretary at the principal
executive offices of

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the Corporation not later than the close of business on
the 10th day following the day on which such public announcement is first made
by the Corporation.

(d)  Only such business may be conducted at a special meeting of
stockholders as has been brought before the meeting pursuant to the
Corporations notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporations notice of meeting (i)
by or at the direction of the Board of Directors or (ii) by any stockholder of
the Corporation who is a stockholder of record at the time of giving the notice
required by this Section 2.11, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Section 2.11.
Nominations by stockholders of persons for election to the Board of Directors
may be made at such a special meeting of Stockholders if the stockholders
notice required by this Section 2.11 is delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the 120th day
prior to such special meeting and not later than the close of business on the
later of the 90th day prior to such special meeting or the 10th day following
the day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting.

(e)  Only those persons who are nominated in accordance with the procedures
set forth in this Section 2.11 will be eligible for election as directors at
any meeting of stockholders. Only business brought before the meeting in
accordance with the procedures set forth in this Section 2.11 may be conducted
at a meeting of stockholders. The chairman of the meeting has the power and
duty to determine whether a nomination or any business proposed to be brought
before the meeting was made in accordance with the procedures set forth in this
Section 2.11 and, if any proposed nomination or business is not in compliance
with this Section 2.11, to declare that such defective proposal shall be
disregarded.

(f)  For purposes of this Section 2.11, public announcement shall include
disclosure in a press release reported by the Dow Jones News Service,
Associated Press, Business Wire, PR Newswire or comparable national news
service or in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to the Exchange Act.

(g)  Notwithstanding the foregoing provisions of this Section 2.11, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 2.11. Nothing in this Section 2.11 shall be deemed to
remove any obligation of stockholders to comply with the requirements of Rule
14a-8 under the Exchange Act with respect to proposals requested to be included
in the Corporations proxy statement pursuant to said Rule 14a-8.

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ARTICLE III
BOARD OF DIRECTORS

Section 3.1. Number; Qualifications. The Board of
Directors of the Corporation shall consist of three or more members, the number
thereof to be determined from time to time by resolution of the Board of
Directors. Directors need not be stockholders.

Section 3.2. Election; Resignation; Vacancies. The
Board of Directors shall initially consist of the persons named as directors in
the certificate of incorporation, and each director so elected shall hold
office until the first annual meeting of stockholders or until his successor is
elected and qualified. At the first annual meeting of stockholders and at each
annual meeting thereafter, the stockholders shall elect directors each of whom
shall hold office for a term of one year or until his successor is elected and
qualified. Any director may resign at any time upon written notice to the
Corporation. Such resignation shall take effect at the time specified therein,
and if no time be specified, at the time of its receipt by the President. The
acceptance of a resignation shall not be necessary to make it effective, unless
so specified therein.

Any newly created directorship or any vacancy occurring in the Board of
Directors for any cause may be filled by a majority of the remaining members of
the Board of Directors, although such majority is less than a quorum, or by a
plurality of the votes cast at a meeting of stockholders, and each director so
elected shall hold office until the expiration of the term of office of the
director whom he has replaced or until his successor is duly elected and
qualified.

Section 3.3. Regular Meetings. Regular meetings of
the Board of Directors may be held at such places within or without the State
of Delaware and at such times as the Board of Directors may from time to time
determine and, if so determined, notices thereof need not be given.

Section 3.4. Special Meetings. Special meetings of
the Board of Directors may be held at any time or place within or without the
State of Delaware whenever called by the Chairman of the Board of Directors,
the President, any Executive or Senior Vice President, the Secretary, or by
forty percent (40%) of the full Board of Directors. Notice of a special
meeting of the Board of Directors shall be given by the person or persons
calling the meeting at least twenty-four hours before the special meeting.

Section 3.5. Notice and Place of Meetings. Meetings
of the Board of Directors may be held at the principal office of the
Corporation, or at such other place as shall be stated in the notice of such
meeting. Notice of any special meeting, and, except as the Board of Directors
may otherwise determine by resolution, notice of any regular meeting also,
shall be mailed to each director addressed to him at his residence or usual
place of business at least two days before the day on which the meeting is to
be held, or if sent to him, at such place by telegraph or cable, or delivered
personally or by telephone, not later than the day before the day on which the
meeting is to be held. No notice of the annual meeting of the Board of
Directors shall be required if it is held immediately after the annual meeting
of the stockholders and if a quorum is present.

Section 3.6. Business Transacted at Meetings, etc.
Any business may be transacted and any corporate action may be taken at any
regular or special meeting of

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the Board of Directors at which a quorum shall be
present, whether such business or proposed action be stated in the notice of
such meeting or not, unless special notice of such business or proposed action
shall be required by statute.

Section 3.7. Meetings Through Use of Communications
Equipment. Members of the Board of Directors, or any committee
designated by the Board of Directors, shall, except as otherwise provided by
law, the Amended and Restated Certificate of Incorporation or these bylaws,
have the power to participate in a meeting of the Board of Directors, or any
committee, by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at the
meeting.

Section 3.8. Quorum; Vote Required for Action. At all
meetings of the Board of Directors a majority of the whole Board of Directors
shall constitute a quorum for the transaction of business. Except in cases in
which the Amended and Restated Certificate of Incorporation or these by-laws
otherwise provide, the vote of a majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors. The
members of the Board of Directors shall act only as the Board of Directors and
the individual members thereof shall not have any powers as such.

Section 3.9. Organization. Meetings of the Board of
Directors shall be presided over by the Chairman of the Board, if any, or in
his absence by the Vice Chairman of the Board, if any, or in his absence by the
President, or in their absence, by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

Section 3.10. Action by Consent of the Board of
Directors. Unless otherwise restricted by the Amended and Restated
Certificate of Incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if all members of the Board of
Directors or such committee, as the case may be, consent thereto in writing and
the writing or writings are filed with the minutes of proceedings of the Board
of Directors or such committee.

Section 3.11. Removal. Any director may be removed,
only for cause by the holders of a majority of shares entitled to vote at any
special meeting of stockholders of the Corporation called for that purpose.

Section 3.12. Compensation. Directors shall be
entitled to such compensation for their services as may be approved by
resolution of the Board of Directors, including, if so approved by resolution
of the Board of Directors, a fixed sum and expenses for attendance at each
regular or special meeting of the Board of
Directors or any committee thereof. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.

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ARTICLE IV
COMMITTEES

Section 4.1. Committees. The Board of Directors may,
by resolution passed by a majority of the whole Board of Directors, designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of the committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent permitted by law and to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it;
but no such committee shall have such power or authority in reference to
amending the Amended and Restated Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the Corporations
property and assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the by-laws of the
Corporation; and, unless the resolution or the Amended and Restated Certificate
of Incorporation expressly so provide, no committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock or to adopt
a certificate of ownership and merger as provided by law. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required. Members of special or standing committees shall be entitled to
receive such compensation for serving on such committees as the Board of
Directors shall determine.

Section 4.2. Committee Rules. Unless the Board of
Directors otherwise provides, each committee designated by the Board of
Directors may make, alter and repeal rules for the conduct of its business. In
the absence of such rules each committee shall conduct its business in the same
manner as the Board of Directors conducts its business pursuant to Article IV
of these bylaws.

ARTICLE V
OFFICERS

Section 5.1. Executive Officers; Election; Qualifications; Term
of Office; Resignation; Removal; Vacancies. The officers of the
Corporation shall be elected or appointed by the Board of Directors and may
include, at the discretion of the Board, a
President, a Secretary, a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Secretaries, a Treasurer and one or more
Assistant Treasurers and any other officers as may be elected or appointed from
time to time by the Board. Each

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such officer shall hold office until the first
meeting of the Board of Directors after the annual meeting of stockholders next
succeeding his election, and until his successor is elected and qualified or
until his earlier resignation or removal. Any officer may resign at any time
upon written notice to the Corporation. The Board of Directors may remove any
officer with or without cause at any time, but such removal shall be without
prejudice to the contractual rights of such officer, if any, with the
Corporation. Except as otherwise provided by law, any number of offices may be
held by the same person. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise may be filled for the
unexpired portion of the term by the Board of Directors at any regular or
special meeting.

Section 5.2. Chairman of the Board. The Chairman of
the Board, if any, shall be a director subject to election as provided in
Section 3.2 of these by-laws, shall preside at all meetings of the Board of
Directors and shall have such other powers and duties as may from time to time
be prescribed by the Board of Directors, upon directions given to them pursuant
to resolutions duly adopted by the Board of Directors.

Section 5.3. President. The President shall be the
chief executive officer of the Corporation, shall have general and active
management of the business of the corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The President
shall preside at all meetings of the stockholders. The President shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation, except (i) where required or permitted by law to be otherwise
signed and executed or (ii) delegated by the Board of Directors to some other
officer or agent of the Corporation.

Section 5.4. Vice President. In the absence of the
President or in the event of his inability or refusal to act, the Vice
President (or in the event there be more than one Vice President, the Vice
Presidents in the order designated by the directors, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. The Vice Presidents shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

Section 5.5. Secretary. The Secretary shall attend
all meetings of the Board of Directors and all meetings of the stockholders and
record all the proceedings of the meetings of the Corporation and of the Board
of Directors in a book to be kept for that purpose. He shall give, or cause to
be given, notice of all meetings of the stockholders and special meetings of
the Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or the President, under whose supervision
he shall be. He shall have custody of the corporate seal of the Corporation
and he, or an Assistant Secretary, shall have authority to affix the same to
any instrument requiring it and when so affixed, it may be attested by his
signature or by
the signature of such Assistant Secretary. The Board of Directors may
give general authority to any other officer to affix the seal of the
corporation and to attest the affixing by his signature.

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Section 5.6. Assistant Secretary. The Assistant
Secretary, or if there by more than one, the Assistant Secretaries in the order
determined by the Board of Directors (or, if there be no such determination,
then in the order of their election) shall, in the absence of the Secretary, or
in the event of his inability or refusal to act, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

Section 5.7. Treasurer. The Treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation
and shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings, or
when the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the Corporation.

If required by the Board of Directors, he shall give the corporation a
bond (which shall be renewed every six years) in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

Section 5.8. Assistant Treasurer. The Assistant
Treasurer, or if there shall be more than one, the Assistant Treasurers in the
order determined by the Board of Directors (or if there be no such
determination, then in the order of their election) shall in the absence of the
Treasurer, or in the event of his inability or refusal to act, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

Section 5.9. Other Officers. Other officers,
including one or more additional vice-presidents, assistant secretaries or
assistant treasurers, may from time to time be appointed by the Board of
Directors, which other officers shall have such powers and perform such duties
as may be assigned to them by the Board of Directors or the officer or
committee appointing them.

Section 5.10. Resignation. Any officer of the
Corporation may resign at any time. Such resignation shall be in writing and
shall take effect at the time specified therein, and if no time be specified,
at the time of its receipt by the President or the
Secretary. The acceptance of a resignation shall not be necessary in
order to make it effective, unless so specified therein.

Section 5.11. Filling of Vacancies. A vacancy in any
office shall be filled by the Board of Directors or by the authority appointing
the predecessor in such office.

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Section 5.12. Compensation. The compensation of the
officers shall be fixed by the Board of Directors, or by any committee upon
whom power in that regard may be conferred by the Board of Directors.

ARTICLE VI
CAPITAL STOCK

Section 6.1. Certificates. Certificates of capital
stock shall be in such form as shall be approved by the Board of Directors.
They shall be numbered in the order of their issue and shall be signed by the
President and the Secretary and the seal of the Corporation or a facsimile
thereof shall be impressed or affixed or reproduced thereon, provided, however,
that where such certificates are signed by a transfer agent or an assistant
transfer agent or by a transfer clerk acting on behalf of the Corporation and a
registrar, the signatures of the President and the Secretary may be a facsimile
thereof. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue.

Section 6.2. Registration and Transfer of Shares. The
name of each person owning a share of the capital stock of the Corporation
shall be entered on the books of the Corporation together with the number of
shares held by him, the numbers of the certificates covering such shares and
the dates of issue of such certificates. The shares of stock of the
Corporation shall be transferable on the books of the Corporation by the
holders thereof in person, or by their duly authorized attorneys or legal
representatives, on surrender and cancellation of certificates for a like
number of shares, accompanied by an assignment or power of transfer endorsed
thereon or attached thereto, duly executed, and with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require. A record shall be made of each transfer.

The Board of Directors may make other and further rules and regulations
concerning the transfer and registration of certificates for stock and may
appoint a transfer agent or registrar or both and may require all certificates
of stock to bear the signature of either or both.

Section 6.3. Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificates. The holder of any stock of the
Corporation shall immediately notify the Corporation of any loss, theft,
destruction or mutilation of the certificate therefor. The
Corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the Corporation may require the owner of the lost, stolen, or
destroyed certificate, or his legal representative, to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it
on account of the alleged loss, theft or destruction of any such certificate or
the issuance of such new certificate, or may remit such owner to such remedy or
remedies as he may have under the laws of the State of Delaware.

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Section 6.4. Certificates Issued for Partly Paid
Shares. Certificates may be issued for partly paid shares and in
such case upon the face and back of the certificates issued to represent any
such partly paid shares the total amount of consideration to be paid therefor,
and the amount paid thereon shall be specified.

Section 6.5. Facsimile Signatures. Any of or all the
signatures on the certificates may be facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

ARTICLE VIIINDEMNIFICATION

Section 7.1. The Corporation shall be authorized to indemnify any person
entitled to indemnity under the DGCL to the fullest extent permitted by the
DGCL; provided, however, that the Corporation shall not be permitted to
indemnify any person in connection with any proceeding initiated by such
person, unless such proceeding is authorized by a majority of the directors of
the Corporation.

Section 7.2. Alternative Sources of Funding. The
Corporation may create a trust fund, purchase a letter of credit or obtain
other sources of funding, which the Board of Directors determines to be in the
best interest of the Corporation, to secure payment or proper advances and
indemnification under this Article VII or under Article VIII of the Amended and
Restated Articles of Incorporation.

ARTICLE VIIIDIVIDENDS, SURPLUS, ETC.

Section 8.1. General Discretion of Directors. The
Board of Directors shall have power to fix and vary the amount to be set aside
or reserved as working capital of the Corporation, and, subject to the
requirements of the Amended and Restated Certificate of Incorporation, to
determine whether any, if any, part of the surplus or net profits of the
Corporation shall be declared as dividends and paid to the stockholders, and to
fix the date or dates for the payment of dividends.

ARTICLE IXMISCELLANEOUS

Section 9.1. Fiscal Year. The fiscal year of the
Corporation shall be determined by resolution of the Board of Directors.

Section 9.2. Corporate Seal. The corporate seal shall
have the name of the Corporation inscribed thereon and shall be in such form as
may be approved from time to time by the Board of Directors. The corporate
seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced otherwise.

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Section 9.3. Notices. Except as otherwise expressly
provided, any notice required by these By-laws to be given shall be sufficient
if given by depositing the same in a post office or letter box in a sealed
postpaid wrapper addressed to the person entitled thereto at his address, as
the same appears upon the books of the Corporation, or by faxing, telegraphing
or cabling the same to such person at such addresses; and such notice shall be
deemed to be given at the time it is mailed, faxed, telegraphed or cabled.

Section 9.4. Waiver of Notice of Meetings of Stockholders,
Directors and Committees. Any written waiver of notice, signed by
the person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of any regular or special meeting of the stockholders, directors, or members of
a committee of directors need be specified in any written waiver of notice.

Section 9.5. Deposits. All funds of the Corporation
shall be deposited from time to time to the credit of the Corporation in such
bank or banks, trust companies or other depositories as the Board of Directors
may select, and, for the purpose of such deposit, checks, drafts, warrants and
other orders for the payment of money which are payable to the order of the
Corporation, may be endorsed for deposit, assigned and delivered by any officer
of the Corporation, or by such agents of the Corporation as the Board of
Directors, the President or the Secretary may authorize for that purpose.

Section 9.8. Voting Stock of Other Corporations.
Except as otherwise ordered by the Board of Directors, the President or the
Secretary shall have full power and authority on behalf of the Corporation to
attend and to act and to vote at any meeting of the stockholders of any
corporation of which the Corporation is a stockholder and to execute a proxy to
any other person to represent the Corporation at any such meeting. The
President or the Secretary or the holder of any such proxy, as the case may be,
shall possess and may exercise any and all rights and powers incident to
ownership of such stock and which, as owner thereof the Corporation might have
possessed and exercised if present. The Board of Directors may from time to
time confer like powers upon any other person or persons.

Section 9.9. Interested Directors; Quorum. No
contract or transaction between the Corporation and one or more of its
directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose, if (1) the material facts as to his
relationship of interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of
Directors or committee in good faith authorizes the

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contract or transaction by
the affirmative votes of a majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or (2) the material facts as
to his relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by the vote of
the stockholders; or (3) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee thereof, or the stockholder. Common or interested
directors may be counted in determining the presence of a quorum at a meeting
of the Board of Directors or of a committee which authorizes the contract or
transaction.

Section 9.10. Form of Records. Any records maintained
by the Corporation in the regular course of its business, including its stock
ledger, books of account, and minute books, may be kept on, or be in the form
of, punch cards, magnetic tape, photographs, microphotographs, or any other
information storage device, provided that the records so kept can be converted
into clearly legible form within a reasonable time. The Corporation shall so
convert any records so kept upon the request of any person entitled to inspect
the same in accordance with the DGCL.

Section 9.11. Amendment of By-Laws. These by-laws may
be altered or repealed, and new by-laws made, by the Board of Directors, but
the stockholders may make additional by-laws and may alter and repeal any
by-laws whether adopted by them or otherwise.

SECRETARYS CERTIFICATE

I, Richard J. Kennedy, Secretary of Atlantic Coast Airlines Holdings,
Inc., hereby certify that the attached is a true, correct and complete copy of
the ByLaws of Atlantic Coast Airlines Holdings, Inc., as amended, if applicable
as in effect on the date hereof.

Date: July 22, 1998

| |  |                   
| |  | ------------------
| |  |                   
| |  | Richard J. Kennedy
| |  | Vice President    

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