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EXHIBIT 10.50 (e)


                                    GUARANTY

                     (Atlantic Coast Airlines Trust No. N__)



                         dated as of September 30, 1997



                                       of



                          ATLANTIC COAST AIRLINES, INC.










                 One Canadair Regional Jet Series 200ER Aircraft





===================================================================================================================





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                                       ii

                                TABLE OF CONTENTS

                                                                                                          Page



1. Guarantee of Obligations.......................................................................................1
         (a) Guarantee............................................................................................1
         (b) Absolute Guarantee...................................................................................2
         (c) Guarantee of Payment and Performance.................................................................3
         (d) Waiver...............................................................................................3
         (e) Termination..........................................................................................3


2. Rights Limited to Guaranteed Parties...........................................................................4


3. Bankruptcy, etc................................................................................................4


4. Subrogation....................................................................................................4


5. Amendments and Other Actions...................................................................................4


6. Assignment.....................................................................................................4


7. Written Changes Only...........................................................................................5


8. Payments.......................................................................................................5


9. Representations, Warranties, and Covenants.....................................................................5
         (a) Organization.........................................................................................5
         (b) Authorization; Compliance............................................................................5
         (c) Approvals............................................................................................6
         (d) Validity of Guaranty.................................................................................6
         (e) Litigation...........................................................................................6
         (f) Financial Statements.................................................................................6
         (g) Tax Assessments......................................................................................6
         (h) Annual Reporting.....................................................................................6
         (i) ERISA................................................................................................6


10. Consent to Jurisdiction.......................................................................................7


11. Integration; Successors and Assigns...........................................................................7


12. Notices.......................................................................................................7


13. Governing Law.................................................................................................8


14. Costs and Expenses............................................................................................8


15. Performance...................................................................................................8



<PAGE>


8


                                    GUARANTY
                     (Atlantic Coast Airlines Trust No. N__)


         This Guaranty  (Atlantic Coast Airlines Trust No. N___) is issued as of
September  30,  1997 by Atlantic  Coast  Airlines,  Inc.  (the  "Guarantor"),  a
Delaware  corporation,  in favor of the parties listed in Schedule I hereto (the
"Guaranteed Parties").

         The terms in this  Guaranty  have the same meanings and usage as in the
Participation  Agreement  (Atlantic  Coast  Airlines  Trust  No.  _______)  (the
"Participation  Agreement"),  dated as of the date of this  Guaranty,  among the
Guaranteed  Parties and Atlantic  Coast  Airlines (the  "Lessee"),  a California
corporation.

         The  Guarantor  is the  direct or  indirect  owner of all of the common
stock of the Lessee.

         The  Guaranteed  Parties are unwilling to consummate  the  transactions
contemplated by the  Participation  Agreement  unless the Guarantor  issues this
Guaranty.

         The Guarantor therefore agrees as follows:


 .        1.       Guarantee of Obligations

         (a) Guarantee. The Guarantor acknowledges that it is fully aware of the
terms  and  conditions  of  the  Participation  Agreement,  the  Lease  (in  the
unexecuted  form  attached  to  the  Participation  Agreement),  and  the  other
Operative Agreements in effect on the date hereof (the "Guaranteed  Documents"),
and hereby irrevocably and unconditionally guarantees to the Guaranteed Parties,
as primary  obligor and not merely as surety,  without offset or deduction,  (1)
the  Lessee's  payment  of all its  payment  obligations  under  the  Guaranteed
Documents when due (including when due by virtue of the declaration of the Lease
to  be  in  default)  (the  "Financial  Obligations"),   and  (2)  the  Lessee's
performance of all its other  obligations  under the  Guaranteed  Documents (the
"Nonfinancial   Obligations")   (the  Financial   Obligations  and  Nonfinancial
Obligations being the "Obligations").

         If the  Lessee  fails  to  pay  any  Financial  Obligation  within  the
applicable grace period after it becomes due and payable, the Guarantor will pay
all  Financial  Obligations  then due and  payable,  upon  first  demand  of any
Guaranteed  Party  (such  demand  to be sent to the  Lessee  and the  Guarantor;
provided,  that the  failure  to make any such  demand  shall  not  relieve  the
Guarantor of its  obligations or  liabilities  hereunder and shall not impair or
affect the rights and  remedies,  express or implied,  or as a matter of law, of
any Guaranteed Party against the Guarantor).

         If the Lessee  fails to perform  any  Nonfinancial  Obligation  for any
reason when it is required to be performed and any  applicable  grace period has
expired,  the Guarantor will cause such Nonfinancial  Obligation to be performed
within five Business Days  following any  Guaranteed  Party's first demand (such
demand to be sent to the Lessee and the Guarantor; provided, that the failure to
make any such demand  shall not  relieve the  Guarantor  of its  obligations  or
liabilities  hereunder  and shall not impair or affect the rights and  remedies,
express or implied,  or as a matter of law, of any Guaranteed  Party against the
Guarantor).

         (b) Absolute Guarantee. The Guarantor's obligations under this Guaranty
shall be absolute and unconditional, shall remain in full force and effect until
irrevocable  payment,   performance,  or  observance  in  full  of  all  of  the
Obligations,  and shall not be affected by any action  taken or not taken by any
Guaranteed  Party,  by any lack of prior  enforcement or retention of any rights
against the Lessee or the Guarantor,  by any  illegality,  unenforceability,  or
invalidity of the Obligations or the Guaranteed Documents, by any other guaranty
or other obligations,  or by any other circumstance or condition (whether or not
the  Guarantor  or the  Lessee  shall  have any  knowledge  or notice  thereof),
including: (1) any termination,  amendment, modification, or other change in, or
supplement to, any of the Guaranteed Documents or any other agreement, or to the
Aircraft or any part thereof, or any assignment,  mortgage, or transfer thereof,
or any leasing or subleasing of the Aircraft, or any furnishing or acceptance of
additional  security,  or release of any security,  for the  obligations  of the
Lessee  under the  Guaranteed  Documents,  or the failure of any security or any
failure to perfect any interest in any collateral  given by the Lessee under the
Guaranteed  Documents;  (2) any failure,  omission,  or delay on the part of any
Person to  conform or comply  with any term of any  Guaranteed  Document  or any
other  agreement,  including  failure  to give  notice to the  Guarantor  of the
occurrence  of a  Default;  (3)  any  waiver  of the  payment,  performance,  or
observance  of any of the  obligations,  conditions,  covenants,  or  agreements
contained in any Guaranteed Document or any other agreement or any other waiver,
consent, extension, indulgence, compromise, settlement, release, or other action
or inaction under or in respect of any Guaranteed  Document,  or any exercise or
nonexercise  of any  right  or  remedy  under  any  Guaranteed  Document  or any
obligation or liability of the Lessee or any Guaranteed  Party,  or any exercise
or nonexercise of any right, remedy,  power, or privilege under or in respect of
any Guaranteed  Document or any such obligation or liability;  (4) any extension
of time  for  payment  or  performance  of any  Obligation;  (5)  the  exchange,
modification,  substitution,  or surrender of any  collateral;  (6) any failure,
omission,  or delay on the part of any Guaranteed Party to enforce,  assert,  or
exercise any right,  power,  or remedy  conferred on it in  connection  with any
Guaranteed  Document,  or any other action on the part of any Guaranteed  Party;
(7) any voluntary or  involuntary  bankruptcy,  insolvency,  assignment  for the
benefit of creditors, receivership, conservatorship, custodianship, liquidation,
marshalling of assets and liabilities, or similar proceeding with respect to the
Lessee, the Guarantor, or any other Person or any of their respective properties
or creditors,  or the disaffirmance in whole or in part of any of the Guaranteed
Documents in any such proceeding, or any action taken by any trustee or receiver
or by any  court in any such  proceeding;  (8) any  limitation  on the  Lessee's
liability  or  obligations  (or the  liabilities  and  obligations  of any other
Person) or any discharge, termination, cancellation,  frustration, irregularity,
invalidity,  or unenforceability,  in whole or in part, of any of the Guaranteed
Documents or any other agreement;  (9) any defect in the title,  compliance with
specifications,  condition,  design,  operation,  or  fitness  for  use  of  the
Aircraft,  or any  damage  to or loss or  destruction  of the  Aircraft,  or any
interruption  or cessation of the use of the Aircraft for any reason  (including
any force majeure and any act of a governmental or military authority); (10) any
merger or  consolidation  of the Lessee or the Guarantor  into or with any other
corporation,  or any sale,  lease, or other transfer of any of the assets of the
Lessee or the  Guarantor to any other  Person or any change in the  ownership of
the Guarantor or in the control of any such owner;  (11) to the extent permitted
by law, any release or discharge, by operation of law, of the Guarantor from the
performance or observance of any obligation, covenant, or agreement contained in
this  Guaranty;  and  (12) any  other  condition  or  circumstance  which  might
otherwise  constitute a legal or equitable  discharge,  release, or defense of a
surety or  guarantor,  or which  might  otherwise  limit  recourse  against  the
Guarantor,  including any discharge, release, defense, or limitation arising out
of any laws of the United  States of  America or any state  thereof or any other
governmental  entity having authority  thereover which would exempt,  modify, or
delay the due or punctual  payment and  performance  of the  obligations  of the
Guarantor  hereunder  (it being  agreed that the  obligations  of the  Guarantor
hereunder shall not be discharged except by payment or performance).  No failure
or delay in exercising  any right under this Guaranty  shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right preclude any
other or further  exercise  thereof or the  exercise  of any other  right of any
Guaranteed Party under this Guaranty or the Guaranteed Documents.

         (c) Guarantee of Payment and Performance.  This Guaranty is a guarantee
of payment  and  performance  and not merely of  collection,  and the  Guarantor
waives any right to  require  that any  action  against  the Lessee or any other
Person or any  collateral  or security be taken or  exhausted  before  action is
taken against the Guarantor.  No Guaranteed  Party shall be required (1) to file
suit or to  proceed  to obtain  or assert a claim  against  the  Lessee  for the
Obligations,  (2) to make any effort at collection of the  Obligations  from the
Lessee,  (3) to foreclose  against or seek to realize upon any present or future
security for the Obligations, (4) to file suit or to proceed to obtain or assert
a  claim  for  personal  judgment  against  any  other  Person  liable  for  the
Obligations,  or to make any effort at collecting the Obligations  from any such
other  Person,  or to  exercise or assert any other right or remedy to which any
Guaranteed  Party is or becomes  entitled in connection  with the Obligations or
any security or other guarantee therefor,  or (5) to assert or to file any claim
against  the assets of the  Lessee or any other  guarantor  or any other  Person
liable for the Obligations, or any part thereof, either before or as a condition
to enforcing  the  Guarantor's  liability  under this Guaranty or to require the
Guarantor to pay or perform the Obligations at any time thereafter.

         (d) Waiver.  Except as otherwise expressly provided in this Guaranty or
any  other  Operative   Agreement,   the  Guarantor  hereby  waives   diligence,
presentment,  demand, protest, and notice of any kind whatsoever with respect to
this  Guaranty or the  Obligations,  including  (1) notice of acceptance of this
Guaranty, notice of nonpayment or nonperformance of any of the Obligations,  and
notice of a Default;  (2) any  requirement  to exhaust any remedies  exercisable
upon a default under any Guaranteed Document or other agreement;  (3) any notice
of any sale, transfer, or other disposition of any right or title to or interest
in the Aircraft or any part thereof;  and (4) any other circumstance  whatsoever
which might otherwise  constitute a legal or equitable  discharge,  release,  or
defense of a guarantor or surety or which might otherwise limit recourse against
the Guarantor.

         (e)  Termination.  The Guarantor's  obligations  under this ss. 1 shall
terminate  (subject to  reinstatement  under ss. 3 hereof) when the  Obligations
have been irrevocably paid and performed in full.


         2. Rights Limited to Guaranteed Parties. This Guaranty shall not create
any right in any  Person  except the  Guaranteed  Parties  (and their  permitted
successors  and  assigns),  and shall not be  construed  in any  respect to be a
contract in whole or in part for the benefit of any other Person.


  If at any time  all or any  part of any  payment  or  performance  theretofore
applied to any of the  Obligations  is or must be  rescinded or returned for any
reason whatsoever  (including the bankruptcy,  insolvency,  or reorganization of
the Lessee),  such  Obligations  shall,  for purposes of this  Guaranty,  to the
extent  rescinded  or  returned,  be  deemed  to have  continued  in  existence,
notwithstanding  such  application  by any Guaranteed  Party,  and this Guaranty
shall continue to be effective or be reinstated,  as the case may be, as to such
Obligations all as though such  application by any Guaranteed Party had not been
made.  If an event  permitting  the  declaration  of default  under a Guaranteed
Document exists at any time, and such declaration of default is prevented by the
pendency  against  Lessee or any other  Person of a case or  proceeding  under a
bankruptcy  or  insolvency  law,  then for  purposes  of this  Guaranty  and the
Guarantor's  obligations hereunder,  such Guaranteed Document shall be deemed to
have  been  declared  in  default  with the same  effect  as if such  Guaranteed
Document had been  enforceable  in accordance  with the terms  thereof,  and the
Guarantor  shall  forthwith  pay the amounts due  hereunder  as specified by any
Guaranteed  Party,  any  interest  thereon,  and any  other  amounts  guaranteed
hereunder, without further notice or demand.


         4. Subrogation.  If the Guarantor makes a payment to a Guaranteed Party
under this  Guaranty,  the  Guarantor  shall be  subrogated  to that  Guaranteed
Party's claims against the Lessee or any other Person  relating to that payment.
Any such  subrogation  right shall be subject and  subordinate to the Guaranteed
Parties'  rights  under the  Guaranteed  Documents.  No payment  or  performance
hereunder by the Guarantor shall give rise to any claim of the Guarantor against
any of the Guaranteed  Parties;  provided,  that this sentence shall not prevent
the Guarantor from being subrogated to any claim available to the Lessee.


         5.  Amendments  and Other  Actions.  Any  Guaranteed  Party may, in its
discretion,  and without  affecting the Guarantor's  absolute and  unconditional
liability  under  this  Guaranty,   agree  to  amendments,   modifications,   or
supplements to the Lease, the Indenture,  the other Guaranteed Documents, or any
other agreement, give or withhold consents,  waivers, or approvals, and exercise
or refrain from  exercising  rights under the Lease,  the  Indenture,  the other
Guaranteed Documents, or any other agreement.


         6.  Assignment.  Any  Guaranteed  Party may at any time  sell,  assign,
transfer,  or  otherwise  dispose  of its  interest  in all or any  part of this
Guaranty, the Lease, the Indenture, the other Guaranteed Documents, or any other
agreement and in the property and interests subject thereto and hereto,  subject
to any  limitations and conditions  thereon in any such  Guaranteed  Document or
other  agreement.  To the extent of the interest  acquired by it, any purchaser,
assignee,  transferee,  or  other  party so  acquiring  any  Guaranteed  Party's
interest  shall have the same rights as such assigning  Guaranteed  Party hereby
and shall be deemed and declared a "Guaranteed  Party" hereunder.  The Guarantor
shall not assign any of its rights or obligations hereunder, including any claim
arising by subrogation.


 . No amendment,  waiver,  or consent  under the terms of this Guaranty  shall be
effective  unless  evidenced by an instrument in writing signed by the Guarantor
and each Guaranteed Party.


 . All payments by the Guarantor  hereunder shall be made in the United States in
U.S.  dollars and in immediately  available  funds, and otherwise as provided in
the Guaranteed Documents pursuant to which the relevant Obligations are created.
All payments hereunder shall be made free and clear of, and without deduction or
withholding  for or on account of, any taxes,  levies,  fees,  imposts,  duties,
expenses,  commissions,  withholdings,  assessments,  or other charges, together
with all penalties, fines, additions to tax, and interest thereon (collectively,
"Taxes")  to the extent  that any such Taxes  would  reduce the amount  that the
Guaranteed  Party  receiving the payment  otherwise  would have received had the
Lessee made such  payment.  If any Taxes must be  deducted or withheld  from any
payment  hereunder,  the  Guarantor  shall  increase the amount paid so that the
Guaranteed  Party receiving the payment  receives the full amount of the payment
provided for in this Guaranty on an After-Tax Basis.


         9.       Representations,  Warranties,  and Covenants.  The Guarantor  hereby  represents,  warrants,  and
covenants to the Guaranteed Parties as follows:

         (a)  Organization.  The Guarantor is a corporation  duly  organized and
existing under the laws of Delaware, and has the power and authority to carry on
its business as now  conducted,  to own or to hold under lease the properties it
holds  itself  out as owning  or  leasing,  and to enter  into and  perform  its
obligations under this Guaranty.

         (b)  Authorization;   Compliance.  The  Guarantor  has  the  power  and
authority to issue this Guaranty.  This Guaranty has been duly authorized by all
necessary  action on the Guarantor's  part, and does not require any approval or
other action of the  shareholders of the Guarantor or approval or consent of any
trustee or holders of any indebtedness or obligations of the Guarantor or of any
other  Person,  except such as have been  obtained,  and the  Guarantor has duly
executed and delivered this Guaranty. The Guarantor's  execution,  delivery, and
performance  of  this  Guaranty  are  not  inconsistent   with  the  Guarantor's
certificate of  incorporation or by-laws,  do not contravene any law,  judgment,
decree,  governmental rule, regulation, or order applicable to or binding on the
Guarantor,  and do not  contravene,  result in any breach of, or constitute  any
default or result in the creation of any Lien under,  any  indenture,  mortgage,
security agreement, deed of trust, or other agreement or instrument to which the
Guarantor is a party or by which the Guarantor or its properties are bound which
reasonably  may  be  expected  to  have  a  materially  adverse  effect  on  the
Guarantor's financial condition or ability to perform its obligations under this
Guaranty.

         (c) Approvals.  Neither the Guarantor's  execution and delivery of this
Guaranty,   nor  the  Guarantor's   consummation  of  any  of  the  transactions
contemplated  hereby,  requires  the  consent or approval  of,  giving of notice
(other than subsequent reporting  requirements) to, registration with, or taking
of any other action in respect of, any governmental  authority or agency, except
any which are in full force and effect.

         (d) Validity of  Guaranty.  This  Guaranty has been duly entered  into,
executed,  and delivered and constitutes a legal,  valid, and binding obligation
of the  Guarantor,  enforceable  against the  Guarantor in  accordance  with its
terms.  The  Guarantor's   obligations  under  this  Guaranty  rank,  and  until
discharged  in full will  continue to rank,  in right of payment  and  security,
equally and ratably in all respects with all the Guarantor's  present and future
unsecured and unsubordinated indebtedness for borrowed money.

         (e) Litigation.  There are no pending or, to the Guarantor's knowledge,
threatened actions or proceedings  before any court or administrative  agency of
the  United  States  or any  state  thereof,  which  may be  expected  to have a
materially adverse effect on the Guarantor's  financial  condition or ability to
perform its obligations under this Guaranty.

         (f) Financial  Statements.  All  financial  statements of the Guarantor
that the Guarantor or its agents  delivered to any  Guaranteed  Party before the
date of this Guaranty have been prepared in accordance  with generally  accepted
accounting  principles  and are true and  correct  as of the  date  thereof.  No
materially  adverse change has occurred in the Guarantor's  financial  condition
since the latest date of such financial statements.

         (g) Tax  Assessments.  The Guarantor  does not know of any proposed tax
assessment against it and, in the Guarantor's  opinion,  all the Guarantor's tax
liabilities are adequately provided for.

         (h) Annual  Reporting.  During the Term, the Guarantor shall furnish to
each  Guaranteed  Party:  (x)  in  such  quantities  as  each  Guaranteed  Party
reasonably requests, within 120 days after close of each fiscal year, an audited
balance  sheet and related  statements  of  operations  and changes in financial
position of the Guarantor as of the end of such fiscal year,  and (y) within the
period set forth in clause (x) above, a certificate  of the Guarantor  signed on
its behalf by the President or a financial  officer stating that it has reviewed
the activities of the Lessee and that, to the best of its knowledge,  no Default
exists (or if a Default  exists,  specifying  the nature and period of existence
thereof and the action  that  Lessee has taken or proposes to take with  respect
thereto).

         (i) ERISA. The Guarantor does not maintain or contribute to, and is not
obligated to contribute to, any Plan.


         10. Consent to Jurisdiction.  The Guarantor irrevocably agrees that any
legal action or proceeding  brought  against the Guarantor  with respect to this
Guaranty may be brought and  determined in the Supreme Court of the State of New
York, New York County,  or in the United States  District Court for the Southern
District of New York, and the Guarantor hereby  irrevocably  accepts with regard
to any such action or proceeding,  for itself and in respect of its  properties,
generally and  unconditionally,  the nonexclusive  jurisdiction of those courts.
The Guarantor hereby  irrevocably  waives,  and agrees not to assert,  by way of
motion,  as a defense  or  counterclaim,  or  otherwise,  in any such  action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
the  foregoing  courts,  that  it or its  property  is  exempt  or  immune  from
jurisdiction of any court or from any legal process  (whether through service of
notice,  attachment  prior  to  judgment,  attachment  in aid of  execution,  or
otherwise),  and, to the extent  permitted  by law,  that the suit,  action,  or
proceeding  is brought  in an  inconvenient  forum,  that the venue of the suit,
action,  or proceeding is improper,  or that this Guaranty or the subject matter
hereof may not be enforced in or by such courts, and further irrevocably waives,
to the extent  permitted by law, the benefit of any defense that would hinder or
delay the levy,  execution,  or collection of any amount to which any Guaranteed
Party is entitled pursuant to a final judgment of any court having  jurisdiction
(provided,  that this  sentence  shall not waive any  requirement  of service of
process).  Nothing herein shall affect any Guaranteed  Party's right to commence
legal  proceedings  or  otherwise  proceed  against the  Guarantor  in any other
jurisdiction in which the Guarantor shall be subject to suit.


         11. Integration;  Successors and Assigns. This Guaranty constitutes the
entire agreement,  and supersedes all prior agreements and understandings,  both
written and oral, among the Guarantor and the Guaranteed  Parties,  with respect
to  the  subject  matter  hereof.  This  Guaranty  shall  bind  the  Guarantor's
successors and assigns, and shall benefit, and be enforceable by, the Guaranteed
Parties and their successors and assigns.


         12. Notices. All requests,  demands,  notices, and other communications
hereunder shall be in writing (including telecopies), shall be in English, shall
be effective  on  delivery,  and shall be addressed as follows (or to such other
address as any such person shall designate by notice to each other such person):

         if to the Guarantor:

                  Atlantic Coast Airlines, Inc.
                  515A Shaw Road
                  Dulles, VA 20166
                  Attention:  General Counsel
                  Fax:  (703) 925-6294
                  Tel:  (703) 925-6006

         if to any Guaranteed Party:

                  to its address set forth in the Participation Agreement.


 . This  Guaranty is  delivered  in, and shall in all respects be governed by and
construed  in  accordance  with the  laws of,  the  state  of New  York,  U.S.A.
(excluding  any  conflicts-of-laws  rule that would  apply the laws of any other
jurisdiction).


 . The Guarantor  agrees to pay to any  Guaranteed  Party any and all  reasonable
expenses  (including  reasonable  legal  fees  and  expenses)  incurred  by such
Guaranteed  Party in  enforcing  this  Guaranty,  together  with any  reasonable
expenses   (including   reasonable  legal  fees)  incurred  on  account  of  the
Guarantor's bankruptcy or insolvency.


 . The Guarantor's  performance of any or all of the Obligations  shall,  for all
purposes of the Guaranteed  Documents,  constitute  performance by the Lessee of
such Obligations.




<PAGE>







         IN WITNESS WHEREOF, the Guarantor has executed this Guaranty (Atlantic Coast Airlines Trust No. N___).


                                                     ATLANTIC COAST AIRLINES, INC.



                                                     By:      ___________________________


                                                     Title:   ___________________________



<PAGE>




                                                                                                         Schedule I
                                                                                                        to Guaranty



                               Guaranteed Parties


State Street Bank and Trust  Company of  Connecticut,  National  Association,  individually  and as trustee  [Owner
Trustee and Lessor]

The First National Bank of Maryland,  individually  and as trustee  [Indenture  Trustee,  Pass-Through  Trustee and
Subordination Agent]


ING Bank N.V. [Liquidity Provider]

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