Exhibit 10.12(a)

            AMENDED AND RESTATED SEVERANCE AGREEMENT


       THIS   AMENDED  AND  RESTATED  SEVERANCE  AGREEMENT   (the
"Agreement")  is  made and entered into as of this  28th  day  of
December,  1999  (the "Effective Date"), by and between  ATLANTIC
COAST  AIRLINES HOLDINGS, INC., a Delaware corporation  ("ACAH"),
ATLANTIC  COAST  AIRLINES, a California corporation  ("ACA")  and
ATLANTIC COAST JET, INC., a Delaware corporation ("ACJet") (ACAH,
ACA  and  ACJet  are  herein  collectively  referred  to  as  the
"Company") and KERRY B. SKEEN ("Skeen").

                        WITNESSETH THAT:

     WHEREAS, Skeen is currently employed by the Company as Chief
Executive Officer and Chairman of the Board of Directors, and  in
connection   with  such  employment  entered  into  a   Severance
Agreement (dated January 20, 1999), as amended (August 17, 1999),
with the Company; and

     WHEREAS,  the  Company  wishes  to  assure  itself  of   the
continued services of Skeen; and

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

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

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

      2.    Duties:  Skeen shall serve in the capacities of Chief
Executive Officer and Chairman of the Board of the Company and of
any  other  entity(ies) to which the Company's obligations  under
this Agreement shall be assigned pursuant to Paragraph 11.  Skeen
shall be responsible for supervising and directing all operations
of  the  Company.  All other officers of the Company shall report
to  Skeen.  Skeen shall otherwise be responsible for carrying out
all  duties  assigned to the Chairman by the Company's  Board  of
Directors  and under ACAH's and ACA's Bylaws.  The Company  shall
use  its  good  faith efforts to ensure that Skeen  continues  to
serve as a member of the Company's Board of Directors.

     3.    Terms of Employment:  Skeen's term of employment under
this  Agreement  shall commence on the Effective Date  and  shall
terminate on the last day of the calendar month which is  thirty-
six (36) calendar months after the Effective Date, unless further
extended as hereinafter set forth.  Commencing on each successive
anniversary   of   the  Effective  Date,  the   Agreement   shall
automatically  be extended for an additional twelve  (12)  months
without  further action by either party unless one party provides
the  other  sixty (60) days' written notice that such party  does
not wish to extend the term of this Agreement.

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

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

          A.   An annual base salary of Three-Hundred Ninety Five
Thousand  Dollars ($395,000) shall be paid to Skeen.   Commencing
October  1,  2000 and each October 1 thereafter,  the  amount  of
Skeen's  base  salary  shall be increased as  determined  by  the
Compensation Committee of the Board of Directors of the  Company;
provided,  however,  that in no event shall Skeen's  annual  base
salary  be  less  than  the previous year's annual  base  salary.
Skeen's  base  salary for each year shall be payable  to  him  in
accordance  with the reasonable payroll practices of the  Company
as from time to time in effect for executive employees (but in no
event less often than monthly).

            B.     Skeen   shall  participate  in  the  Company's
Management  Incentive  Program, or any successor  bonus  plan  or
program  for  management employees.  In addition, if the  Company
maintains  an  additional executive/management bonus  plan,  then
Skeen's  bonus arrangement shall be at least consistent with  the
provisions of such bonus plan.

           C.    Skeen shall be eligible for an additional annual
bonus  under an executive performance bonus plan currently  known
as  Senior Management Incentive Plan for so long as the Board  of
Directors  determines to maintain such plan.   Under  such  plan,
each  calendar year, Skeen shall be entitled to receive  a  bonus
equal to specified percentage of base salary  upon the attainment
of  certain pre-established goals.  The maximum bonus under  this
plan  assuming all goals are met will not be less  than  100%  of
base  salary.   Such  goals and percentage  of  salary  shall  be
determined  by  the  Compensation  Committee  of  the  Board   of
Directors  of the Company prior to the commencement of each  plan
year.  The bonus amount each year shall be paid in a single  cash
lump sum paid at the time period provided under such plan, at the
same  time as paid to other eligible employees, and generally  no
later than 90 days after the end of the plan period.

           D.    Skeen  will be entitled to deferred compensation
("Deferred  Compensation") as described  in  this  section.   The
Company will make Deferred Compensation contributions at the rate
of  one  hundred  percent (100%) of Skeen's  annual  base  salary
beginning with 1999 contributions.  Deferred Compensation will be
based  on  Skeen's annual base salary in effect on January  1  in
each year beginning 2000, and will be payable as of
January  1 in each year beginning 2000.  Such contributions  will
be  applied toward funding such deferred compensation program  as
the  Company and Skeen may agree to from time to time, consistent
with the funding and vesting provisions of this Agreement.

     The  method  of  funding of Deferred Compensation,  and  the
timing  of  the actual payment of contributions, shall be  agreed
between the Company and Skeen from time to time.  As of the  date
hereof,  the  Deferred Compensation program is provided  under  a
split  dollar life insurance arrangement with Phoenix  Home  Life
Mutual  -  (the  "Split  Dollar  Agreement".   The  Company   may
implement a substitute Deferred Compensation plan not tied  to  a
Split  Dollar Agreement so long as (1) the amount contributed  by
the Company on Skeen's behalf equals the amount set forth herein,
and  (2)  the vesting schedule, credit for Years of Service,  and
terms  of distribution are all at least as favorable to Skeen  as
set  forth  herein.  The Company shall continue to abide  by  the
terms  of  the  Split  Dollar  Agreement  with  Skeen  previously
executed the 29th day of December, 1995, which shall provide  for
a  split  dollar plan for a policy of insurance upon the life  of
Skeen  in a face amount to be mutually agreed upon between  Skeen
and the Company.  For so long as the Split Dollar Agreement shall
serve  as the deferred compensation program under this Agreement,
the following terms shall apply:

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

          (ii) The Company shall, except as provided in Paragraph
5D(iii)  below,  each  year as required under  the  Split  Dollar
Agreement  and  the  related policy, pay, on or  before  the  due
date(s) under the terms of the policy, the entire amount  of  the
annual  premium due on the policy acquired pursuant to the  terms
of  the  Split Dollar Agreement. The annual premium  due  on  the
policy  will  be  the  amount  of the Company's  contribution  to
deferred compensation calculated as described above.

          (iii)     The "Deferred Compensation Ending Date" shall
mean  the date of Termination Date (as defined below) if  Skeen's
employment  with  the Company is terminated  at  any  time  under
circumstances  that do not entitle him to Severance  Compensation
pursuant to Section 10 of this Agreement, or shall mean the  last
day  of the Severance Period (as defined in Section 10) if  Skeen
is  entitled  to  Severance  Compensation.   During  a  Severance
Period,  Deferred  Compensation shall continue  pursuant  to  the
terms of 10.E.(iii) hereof. Upon the Deferred Compensation Ending
Date, the following shall occur:

               (a)   The  applicable vested percentage of Skeen's
          interest  in Deferred Compensation shall be  calculated
          as  provided herein.  Skeen will be entitled to receive
          the  deferred compensation benefit provided under  such
          deferred compensation program only to the extent he  is
          vested in the Company's contributions.  Vesting will be
          based  upon  "Years  of  Service",  with  Skeen  to  be
          credited  with  one Year of Service for  completion  of
          each twelve (12) consecutive month period of employment
          with  the Company beginning January 1, 1996 and  ending
          on  the  Deferred Compensation Ending Date.  (That  is,
          Skeen  will be credited with Years of Service  for  any
          applicable  Severance Period, as  further  provided  in
          Section 10.E.(iv) hereof.)  Skeen will become vested in
          the   deferred  compensation  based  on  the  following
          schedule:


                YEARS OF SERVICE    PERCENTAGE VESTED

                 Less than 4              0%
          At least 4 but less than 5     25%
          At least 5 but less than 6     35%
          At least 6 but less than 7     50%
          At least 7 but less than 8     65%
          At least 8 but less than 9     80%
                  At least 9             100%

          In  the  event  of a Change in Control (as  defined  in
          Paragraph 8.C. of this Agreement) of the Company, Skeen
          shall  become  immediately 100% vested in his  Deferred
          Compensation  amount notwithstanding the above  vesting
          schedule.

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

               (c)   The  Company  shall pay  to  Skeen  whatever
          "Deferred   Compensation"  amount  is  equal   to   the
          applicable  vested  percentage  of  the  total   policy
          premiums  paid  by the Company pursuant  to  the  Split
          Dollar  Agreement.  The Company shall make this payment
          within   thirty  (30)  days  following   the   Deferred
          Compensation Ending Date by releasing its  interest  in
          the  policy,  or  a portion thereof,  on  Skeen's  life
          acquired  pursuant  to the terms of  the  Split  Dollar
          Agreement,  or  any  or all of the  paid  up  additions
          standing  to  the credit of such policy, if  any,  such
          that   such  released  interest  equals  the   Deferred
          Compensation  amount  paid to Skeen  pursuant  to  this
          Paragraph  5D.  The Company agrees that the  amount  of
          any  such  release  of interest by  the  Company  shall
          reduce  the  amount of "Liabilities" (as such  term  is
          defined   in  the  Agreement  of  Assignment  of   Life
          Insurance  Death  Benefit  As Collateral  entered  into
          between  Skeen and the Company in connection  with  the
          Split   Dollar  Agreement)  owed  to  the  Company   in
          connection with the Split Dollar Agreement and  related
          Collateral  Assignment  Agreement.   Accordingly,   the
          Company  also  agrees  to reduce  to  such  extent  its
          collateral  assignment of the policy  pursuant  to  the
          Split   Dollar   Agreement   and   related   Collateral
          Assignment Agreement.

     E.    The  Company may pay Skeen discretionary compensation,
bonuses and benefits in addition to those provided for herein  in
such  amounts and at such times as the Compensation Committee  of
the Board of Directors of the Company shall determine.

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

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

          (ii)  Bonus.   For all bonus plans in  which  Skeen  is
participating as of a Change in Control, the Company shall pay to
Skeen a one-time bonus.  This payment shall consist of the amount
calculated by the formula [(x + y) * z] where (x) is Skeen's base
pay earned year to date in the year of the Change in Control, (y)
is  the amount which is three times Skeen's annual base salary in
effect  at  the  time of the Change in Control, and  (z)  is  the
percentage  which  under each plan is the maximum  percentage  of
base pay that Skeen was eligible to earn during the year in which
the  Change in Control occurred assuming all targets were met  in
full,  whether  or not said targets actually were met.   Payments
under  this Subparagraph 5.F.(ii) shall be considered to be  full
compensation  for  all amounts due to Skeen for  bonus  plans  in
which  he was participating as of the Change in Control,  and  he
shall  not be entitled to any further payments under any of  said
plans  during  the  year of participation.   Notwithstanding  the
above,  any  bonus  due to Skeen for years (or  other  applicable
bonus period) completed prior to the Date in which the Change  of
Control occurs but not yet paid shall be paid in addition to  the
bonus described herein.

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

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

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

     G.    Subsequent Termination Following a Change in  Control.
In the event that Skeen's employment is terminated upon or within
one year following the Change in Control such that Skeen would be
entitled  to Severance Compensation, any amounts due at the  time
of  termination  as  Severance Compensation  under  10.E.(i)  and
10.E.(ii)  herein  shall  be reduced by any  amounts  paid  under
Paragraph  5.F.(i) and 5.F.(ii) at the time of Change in  Control
(under  no  circumstances would Skeen be required  to  repay  the
amounts  paid  to Skeen under Paragraph 5.F(i) and 5.F(ii)),  but
Skeen  will  be  entitled to all other Severance Compensation  as
provided  in  Paragraph 10.E. herein.  In the event that  Skeen's
employment is terminated more than one year following the  Change
in  Control,  Skeen will be entitled to the benefits provided  in
Paragraphs 10.E.(i) and 10.E.(ii) herein.

      6.  Benefits:

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

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

           C.    Skeen  shall be eligible to participate  in  any
profit  sharing  plan,  employee stock ownership  plan  or  other
qualified  retirement plan adopted by Company to the same  extent
as  other  executive employees of Company.  Skeen shall  also  be
eligible  to  participate in any stock option, stock appreciation
rights  or  stock  purchase  plans or  programs  or  nonqualified
deferred    compensation   arrangements   of    Company,    which
participation shall be at levels at least equal in value to  such
benefits provided by Company to other key executive employees  of
Company.

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

           E.    Skeen  shall be permitted to use  the  Company's
aircraft from time to time for business entertainment purposes or
personal  use,  with personal use to be subject to the  following
limitations:  (i) Skeen's request on timing and type of  aircraft
should  be  reasonable  as to not impact  the  operation  of  the
airline; (ii) no more than 10 segments (i.e., 5 round trips)  per
calendar year, excluding ferry flights; (iii) trip length not  to
exceed 800 nautical miles.

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

     8.   Stock Options:

          A.   Company agrees to continue in force a stock option
plan  or one which is substantially similar to the existing  plan
("Stock   Option   Plan"),  which  has  been  approved   by   the
shareholders  of  the Company and, on the first business  day  in
each  October  commencing in October, 2000, and (subject  to  the
provisions of Paragraph 10.A.(vii)) continuing so long  as  Skeen
is employed by the Company to grant Skeen options under the Stock
Option  Plan  to  purchase not less than 100,000  shares  of  the
common stock of ACAH at the price per share at the closing of the
trading  market  on the last business date prior to  such  grant.
The   Company  also  agrees  to  approve  the  issuance  of  such
additional  shares as are necessary to enable Skeen  to  exercise
such options.  The Company will not be required to reserve shares
from  existing  plans  to  cover future  obligations  under  this
paragraph,  but will use reasonable efforts to obtain shareholder
approval  as  necessary from time to time to  make  a  sufficient
number of additional shares available on a timely basis, and will
provide  Skeen  with  equivalent alternative compensation  should
approval not be obtained.  The terms of the grant of such options
granted  after  January 1, 2000 shall provide  that  (a)  Skeen's
right  to exercise such options shall vest and become exercisable
over the four-year period beginning on the date of each grant  at
the  rate of one-fourth per year (i.e., one-fourth shall vest and
become exercisable on the first anniversary of the grant) so long
as  Skeen  is  employed  by the Company,  (b)  Skeen's  right  to
exercise  such  options to purchase the entire number  of  shares
covered  thereby,  and the grant of restricted  stock  to  Skeen,
shall  become  immediately 100% vested in the event  there  is  a
Change  in  Control  (as hereinafter defined)  or  in  the  event
Company  shall otherwise become obligated to provide  Skeen  with
Severance Compensation as provided in Paragraph 10.e. herein, (c)
such  options shall be exercisable for ten (10) years  after  the
date of the grant so long as Skeen is employed by the Company and
(d)  Skeen  shall have the right to exercise such vested  options
within  ninety  (90)  days following any termination  of  Skeen's
employment  except that in the case of termination of  employment
for  which  Skeen  is  entitled  to "Severance  Compensation"  as
provided  herein, in which case the terms of Paragraph 10.E.(iii)
shall  apply.  Notwithstanding the above, the terms of the  grant
of  such  options shall be no less favorable to  Skeen  than  the
terms  of  options granted as of the time of the grant  to  other
senior executive officers.

           B.    In addition to the foregoing, if the Company  in
the  exercise of its discretion, shall grant Skeen any additional
stock  options,  such options shall contain terms and  conditions
which  are at least as favorable to Skeen as those set  forth  in
this  Paragraph 8. All outstanding options previously  issued  to
Skeen  prior  to the Effective Date of this Amended and  Restated
Severance Agreement shall also be subject to the foregoing terms,
except  that  vesting periods shall be as stated in the  existing
option  agreements,  and  except that  no  such  terms  shall  be
applicable  to  options intended to qualify  as  Incentive  Stock
Options if and to the extent such terms would be deemed to result
in  a "material modification" of such options (for example, Skeen
will  not  be  entitled  to more than 90 days  to  exercise  such
options  following any termination of employment  other  than  on
account of death or disability, in which case he will be entitled
to one year to exercise such options).

          C.   For purposes of this Agreement, a "Change in
Control" shall be deemed to occur on the earliest of (a)  an
acquisition (other than directly from Company) of any securities
of Company entitled to vote for the election of Directors (the
"Voting Securities") by any "person or group" (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934) other than an employee benefit plan of Company, immediately
after which such person has "Beneficial Ownership" (within the
meaning of Rule 13d-3 under the Exchange Act) of more than thirty
percent (30%) of the combined voting power of Company's then
outstanding Voting Securities; (b)  announcement by any "person
or group" (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934) of its acceptance for
payment of securities tendered pursuant to a tender offer or
exchange offer initiated by such person owning or representing
securities constituting more than twenty percent (20%) of the
combined voting power of Company's then outstanding Voting
Securities; (c) the approval by the Company's stockholders of
(1) a merger, consolidation or reorganization involving Company
or a transfer of substantially all of the assets of Company
(other than to an entity or entities owned by Company), unless
the company resulting from such merger, consolidation or
reorganization or the company to which such assets are
transferred (the "Surviving Corporation") shall adopt or assume
this Agreement and the stockholders of Company immediately before
such merger, consolidation or reorganization own, directly or
indirectly immediately following such merger, consolidation or
reorganization, at least eighty percent (80%) of the combined
voting power of the Surviving Corporation in substantially the
same proportion as their ownership immediately before such
merger, consolidation or reorganization, or (2) a complete
liquidation or dissolution of Company; or (d)  persons who on the
date of this Agreement are directors of Company, together with
people nominated by a majority of them or by persons who were
nominated by them, cease for any reason to constitute a majority
of Company's Board of Directors.

           D.    The Company has granted to Skeen options,  under
the  Stock  Option  Plan and pursuant to a Company  Stock  Option
Agreement,  to  purchase 100,000 shares of the  common  stock  of
ACAH, effective as of July 21, 1999 at the price per share at the
closing   of  the  trading  market  on  July  20,  1999.    Skeen
acknowledges that said grant is in lieu of grants that were to be
made  to  him effective January 1, 2000 pursuant to the terms  of
this  Agreement  as existed prior to the execution  of  Amendment
Number One.

     9.    Deductions:  Deductions shall  be  made  from  Skeen's
compensation  for social security, Medicare, federal,  state  and
local  withholding taxes, and any other such taxes  as  may  from
time to time be required by any governmental authority.

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

          A.   Disability.

                (i)  In the event Skeen shall become mentally  or
physically  disabled  so as to have been unable  to  perform  his
duties  hereunder for twelve (12) consecutive months, subject  to
Skeen's right to return to work as provided below, Company  shall
have  the right to terminate Skeen's employment with Company upon
the  expiration  of  such  twelve (12)  month  period;  provided,
however,  that  upon  any  such  termination  Company  shall   be
obligated  to  provide  Skeen  with  Severance  Compensation   as
provided  in  Paragraph 10.E. herein.  Such  twelve-month  period
shall be deemed to have commenced on the date when Skeen is first
unable  to perform his duties on a substantially full-time  basis
because  of  mental or physical disability and shall end  on  the
date  on  which  Skeen shall return to the substantial  full-time
performance  of his duties.  If at the expiration of such  twelve
(12)  month period, the Company  shall desire to terminate  Skeen
on  the basis of disability, it shall give written notice to him.
Skeen's employment shall thereafter be terminated if he does  not
return  to substantial full-time performance of his duties within
ten (10) calendar days after such notice is given.

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

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

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

               (v)  If there is a dispute as to whether Skeen  is
subject  to  any  disability, the issue shall be submitted  to  a
Board of Arbiters (whose decision shall be binding on the Company
and  Skeen)  consisting  of  three  persons:  one  physician  who
specializes  in  the  physical or mental  disability  in  dispute
(hereinafter referred to as a "Specialist") shall be appointed on
behalf  of  Company by the Board of Directors  of  Company  (with
Skeen having no vote on this question); a second Specialist shall
be  appointed by Skeen and a third Specialist shall be  appointed
by  the two Specialists so appointed.  The decision of a majority
of such Specialists shall be binding upon the parties hereto.  If
a  majority  of  the  Specialists determines that  Skeen  is  not
subject  to any disability for purposes of this Agreement,  Skeen
shall   return  to  work  under  the  provisions  hereof.    Such
Specialists may physically examine Skeen, who hereby consents  to
such  examination  and  to make available any  pertinent  medical
records.  The cost of such Specialists shall be paid by Company.

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

                (vii)      During  any period in which  Skeen  is
disabled but his employment shall not have been terminated, Skeen
shall  continue  to  receive his base salary and  any  applicable
bonus,  and shall continue to receive all benefits as an employee
and  as provided herein generally. Any options previously granted
shall  continue to vest, but no new options shall  be  issued  to
Skeen.

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

          B.   Death.

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

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

          C.   Termination by Skeen.

                (i)   Without  Good Reason.  Skeen  may,  without
"Good  Reason" (as hereinafter defined), terminate his employment
by giving to Company sixty (60) days' written notice by Certified
Mail,  Return  Receipt Requested, at the office of  Company,  and
such  termination shall be effective on the sixtieth  (60th)  day
following  the date of such notice (the "Termination Date").   In
such event, Skeen (i) shall continue to render his services up to
the Termination Date if so requested by Company and (ii) shall be
paid his regular base salary and shall receive all benefits up to
the  Termination Date.  Skeen will be entitled to payment of  any
bonus due but not yet paid for prior bonus periods, and for a pro-
rata  bonus  amount for the bonus period in which the termination
occurs  pursuant  to  this Paragraph 10.C.(i)  but  will  not  be
entitled  to Severance Compensation or to any other compensation,
bonus or fringe benefits accrued after the Termination Date.  The
bonus  payable  to Skeen will be paid at the same time  it  would
have  been paid had Skeen's employment not been terminated,  will
be  based  on  the  achievement of targets for the  entire  bonus
period  without  regard to interim results as of the  termination
date,  and  will  be paid pro-rata based on the  number  of  full
months Skeen was employed within the bonus period divided by  the
total number of months in the bonus period.

                (ii)  With Good Reason.  Skeen may terminate  his
employment  with  Company immediately for Good  Reason.   In  the
event Skeen's employment with Company is terminated by Skeen  for
Good  Reason,  Company shall be obligated to provide  Skeen  with
Severance  Compensation as provided in Paragraph  10.E.  herein".
Good  Reason"  shall mean any of the following  (without  Skeen's
express prior written consent):

                    (a)   The  assignment to Skeen by Company  of
duties    inconsistent    with   Skeen's    positions,    duties,
responsibility and status with Company, or any removal  of  Skeen
from or any failure to re-elect Skeen to his positions, including
his  position  as  a member of the Company's Board  of  Directors
(except in connection with the termination of his employment  for
disability, death or for cause as provided herein), unless  cured
within  fifteen (15) days of Skeen giving written notice  thereof
to the Company.

                    (b)   Any  material  adverse  change  in  any
benefit  plan or arrangement in which Skeen is participating  and
which   is  not  applicable  generally  to  other  key  executive
employees   of   Company  who  participate  in   such   plan   or
arrangement),  unless cured within fifteen  (15)  days  of  Skeen
giving written notice thereof to the Company.

                      (c)   Skeen's  relocation  outside  of  the
Washington  D.C./ Northern Virginia region without  his  consent,
except   for  required  travel  by  Skeen  on  Company  business;
provided,  however,  that if the Board of  Directors  of  Company
determines  to  relocate Company's principal  executive  offices,
Company  shall  pay all of Skeen's reasonable  moving  and  other
relocation  expenses,  the  Board of Directors  shall  make  such
adjustments in Skeen's salary as it reasonably deem necessary  to
reflect  the  increased costs of living in the new location,  and
Skeen  shall  be obligated to perform his services  generally  at
such  new location and such relocation shall not constitute "Good
Reason" hereunder.

                    (d)   Any material breach by Company  of  any
provisions of this Agreement which is not cured by Company within
fifteen (15) days of Skeen giving written notice thereof  to  the
Company.

                     (e)   Except  in the case of  disability  or
death,  any  purported termination of Skeen's employment  by  the
Company which is not effected pursuant to sixty (60) days'  prior
written notice of termination.

                      (f)   Any  termination  by  Skeen  of   his
employment with the Company which is effected as a result of,  in
connection  with or within two (2) years following a  "Change  in
Control" as defined and determined under Paragraph 8.C.  of  this
Agreement;  provided  that  any  amounts  due  at  the  time   of
termination   as  Severance  Compensation  under   10.E.(i)   and
10.E.(ii)  herein  shall  be reduced by any  amounts  paid  under
Paragraph  5.F(i) and 5.F(ii). at the time of Change in  Control.
(Under  no  circumstances would Skeen be required  to  repay  the
amounts paid to Skeen under Paragraph 5.F(i) or 5.F(ii).)  .  The
two  year  period will be deemed to mean any notice given  within
two   years  following  a  Change  in  Control  where  an  actual
termination occurs within sixty days following said notice.

          D.   Termination by Company.

                (i)   Without Cause.  Company may, without cause,
terminate Skeen's employment under this Agreement at any time  by
giving  Skeen sixty (60) days' written notice thereof,  and  such
termination  shall  be  effective  on  the  sixtieth  (60th)  day
following  the  date  such notice is given (said  60th  day,  the
"Termination Date").  Company shall be obligated to provide Skeen
with  Severance  Compensation  as  provided  in  Paragraph  10.E.
herein.   At the option of Company, Skeen's employment  shall  be
immediately  terminated upon the Company giving such  notice,  in
which  case Skeen shall continue to receive his full base  salary
and   related  fringe  benefits  through  the  Termination  Date.
Notwithstanding any provision of this Agreement to the  contrary,
any  termination  of Skeen's employment by the Company,  for  any
reason  or  no  reason, within two years following a  "Change  in
Control", as defined and determined under Paragraph 8.C. of  this
Agreement,  shall  automatically be deemed to  be  a  termination
without cause.

                (ii)  For  Cause.  Company may terminate  Skeen's
employment under this Agreement immediately for "cause."  In such
event,  Skeen  will be entitled to payment of  a  pro-rata  bonus
amount to the date of termination of employment, but will not  be
entitled  to Severance Compensation or to any other compensation,
bonus or fringe benefits accrued after the date of termination of
employment.  The bonus amount payable to Skeen will be calculated
in  the  same  fashion  as in the case of  termination  by  Skeen
without  good  reason, as set forth in Paragraph 10.C.(i)  above.
Cause  shall  be  defined  as any of the following:  (i)  willful
unauthorized  misconduct in the material performance  of  Skeen's
duties  hereunder, (ii) commission of an act of theft,  fraud  or
dishonesty by Skeen, which act is materially harmful to  Company,
(iii) material breach of any provision of this Agreement if  such
breach  has  not  been  cured  by Skeen  (or  if  Skeen  has  not
compensated the Company for such breach by payment of  an  amount
deemed  reasonable by the Company if the breach cannot be  cured)
within  fifteen (15) days after the Company gives  Skeen  written
notice  of  such  breach.  Any termination under  this  Paragraph
10.D.(ii)  shall take effect immediately upon the Company  giving
Skeen written notice thereof.

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

               (i)  Severance Pay.  Throughout the Severance
Period, Skeen will receive severance pay at the rate of 100% of
his annual base salary in effect at the time of his termination,
to be paid on the Company's regular payroll payment dates at the
same time and in the same fashion as the Company's regular
payroll payments.

               (ii) Bonus.  For all bonus plans in which Skeen is
participating as of the Termination Date, the Company shall pay
to Skeen a one-time bonus.  LThis payment shall consist of the
amount calculated by the formula [(x + y) * z] where (x) is
Skeen's base pay earned year to date in the year of Termination,
(y) is three times Skeen's annual base salary in effect at the
time of Termination, and (z) is the percentage which under each
plan is the highest percentage of base pay paid to Skeen under
said plan during any one of the five years immediately preceding
the year in which the Termination Date occurs.  This bonus will
be paid within thirty days following the Termination Date.  It
shall be considered to be full compensation for all amounts due
to Skeen for bonus plans in which he was participating as of the
Termination Date, and he shall not be entitled to any further
payments under any of said plans during the Severance Period or
thereafter.  Notwithstanding the above, any bonus due to Skeen
for years (or other applicable bonus period) completed prior to
the Termination Date but not yet paid shall be paid in addition
to the bonus described herein.

               (iii)     Stock Options.  All options to purchase
shares of ACAH stock that have been granted to Skeen shall become
100% vested as of the Termination Date.  All options that would
have been granted to Skeen in the future pursuant to Paragraph
8.A. hereof shall not be granted if the date on which they would
have been granted occurs after the Termination Date, even though
said date may occur during the Severance Period.  Skeen (or, in
the case of death, his estate or his beneficiaries) shall have
the right to exercise such vested options until the earlier of
the original expiration date of said option, or a date determined
as follows:  (a) for options not intended to qualify as Incentive
Stock Options, Skeen shall have the right to exercise vested
options any time prior to the end of the Severance Period;
(b) for options intended to qualify as Incentive Stock Options
where termination is caused by reasons other than his death or
disability, Skeen shall have the right to exercise within 90 days
following termination of his employment; (c) for options intended
to qualify as Incentive Stock Options where termination is caused
by his death or disability, Skeen (or his estate or his
beneficiaries) shall have the right to exercise within one year
following termination of his employment.

               (iv) Deferred Compensation.  The Deferred
Compensation program will continue throughout the Severance
Period, including Skeen's accumulation of Years of Service for
vesting purposes, and including the Company's continuation of
contributions.  The Split Dollar Agreement shall continue in full
force and effect through the Severance Period and shall survive
separate and apart from this Agreement, and the Company's
obligation to pay all premiums pursuant to this Agreement shall
continue in accordance with the terms of the Split Dollar
Agreement for the Severance Period.  At the end of the Severance
Period, Skeen shall receive his vested interest and any
obligation to pay premiums shall be transferred to Skeen.
Alternatively, the Company may elect to pay such amounts to Skeen
as would be payable during the Severance Period by the Company
under the Deferred Compensation program in a single lump sum
payment within fifteen (15) days after the Termination Date.

               (v)  Insurance Programs.  Coverage under the
Company's major medical, accident, health, dental, disability and
life insurance plans as from time to time provided to other
executive employees of the Company (and, to the extent provided
by such policies, to Skeen's dependents) shall continue to be
paid for by the Company during the Severance Period, or, in the
event of Skeen's termination upon or following a Change of
Control of the Company as defined in Paragraph 8.C., for the
longer of the Severance Period or the remainder of Skeen's  and
his spouse's life.  Provided, however, if such coverage cannot be
continued during the Severance Period or until Skeen's and his
spouse's death, as the case may be, under the terms of such
policies or plans, the Company shall reimburse Skeen for the cost
of comparable coverage under individually obtained policies or
for COBRA coverage, or shall make other arrangements to assure
that Skeen has comparable coverage.

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

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

               (viii)    Travel Benefits.  Skeen and his wife
shall be provided with free travel on the Company's planes or on
the planes of any successor in interest to the Company on a
positive space basis.  The above travel will be first class on
aircraft offering more than one class of service.  These travel
benefits will be provided throughout the Severance Period, or, in
the event of a Change of Control of the Company as defined in
Paragraph 8.C., for the longer of the Severance Period or the
remainder of Skeen's life.  Skeen shall not be entitled to travel
benefits on any other airline.

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

           (x)   The  limited use of Company aircraft as provided
herein  shall continue throughout the Severance Period and  shall
continue thereafter until such time as Skeen has reached age  65.
Skeen  may elect to receive a lump sum cash payment equal to  the
present value of said benefit.

     11.   Assignment:   This Agreement, as  it  relates  to  the
employment  of Skeen, is a personal contract and the  rights  and
interests  of  Skeen  hereunder may  not  be  sold,  transferred,
assigned, pledged or hypothecated.  However, this Agreement shall
inure  to  the  benefit of and be binding upon  Company  and  its
successors   and  assigns  including,  without  limitation,   any
corporation or other entity into which Company is merged or which
acquires all or substantially all of the outstanding common stock
or  assets of Company.  At any time prior to a Change in Control,
Company may provide, without the prior written consent of  Skeen,
that Skeen shall be employed pursuant to this Agreement by any of
its  affiliates instead of or in addition to Company, and in such
case  all  references herein to the "Company" shall be deemed  to
include any such entity, provided that (i) such action shall  not
relieve  Company of its obligation to make or cause an  affiliate
to  make  or  provide for any payment to or on  behalf  of  Skeen
pursuant   to  this  Agreement,  and  (ii)  Skeen's  duties   and
responsibilities  shall  not  be significantly  diminished  as  a
result  thereof.   Unless otherwise agreed to by  Skeen,  Company
shall  provide  that  Skeen shall be employed  pursuant  to  this
Agreement  by any other entities to which ACAH or ACA  may  after
the  date  of  this  Agreement transfer  or  assign  any  of  the
operations  or businesses operated by either of them  as  of  the
date of this Agreement, and in such case all references herein to
the  "Company"  shall  be deemed to include  any  such  entities,
provided  that  such  action shall not  relieve  Company  of  its
obligation  to make or cause an affiliate to make or provide  for
any  payment to or on behalf of Skeen pursuant to this Agreement.
The   Board   of  Directors  may  assign  any  or  all   of   its
responsibilities  hereunder to any committee  of  the  Board,  in
which  case references to the Board of Directors shall be  deemed
to refer to such committee.

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

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

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

      15.   Attorneys' Fees:  Company shall pay  all  legal  fees
incurred  by  Skeen  in connection with the preparation  of  this
Agreement promptly after submission of a bill therefor.   In  the
event  an  action  is  taken  by either  party  to  enforce  this
Agreement  or  resolve  a  dispute in  connection  herewith,  the
prevailing party shall be entitled to recover the costs  incurred
with  the  prosecution  and  defense of  such  action,  including
reasonable attorney's fees.

      16.   Waiver  of Breach or Violation Not Deemed Continuing:
The  waiver  by  either party of any provision of this  Agreement
shall  not  operate as, or be construed to be, a  waiver  of  any
subsequent breach hereof.

     17.    Entire  Agreement;  Law  Governing:   This  Agreement
supersedes   in  its  entirety  any  and  all  other   agreements
(specifically  including any earlier versions of  this  Severance
Agreement), either oral or in writing, between the parties hereto
with respect to the subject matter hereof, by and between Company
and  Skeen,  and contains all the covenants and agreements  among
the  parties with respect to such subject matter.  This Agreement
shall   be  construed  in  accordance  with  the  laws   of   the
Commonwealth of Virginia.  Skeen hereby acknowledges that he  was
represented  by  counsel  of his choosing  in  the  drafting  and
negotiation of this Agreement and that he reviewed this Agreement
with  and  was  advised as to each of the terms thereof  by  such
counsel.  In interpreting this Agreement, a court shall not treat
either party as the draftsman of the Agreement.

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

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

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

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

          If to ACA or the Company:

          Atlantic Coast Airlines Holdings, Inc.
          Atlantic Coast Airlines
          Atlantic Coast Jet, Inc.
          515A Shaw Road
          Dulles, VA  20166
          Attention:  General Counsel or Corporate Secretary
          Fax No. (703) 925-6294

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

A copy of any notice given to Skeen shall be sent to:

          Robert E. Madden
          Carr Goodson Lee & Warner
          1301 K Street, NW
          Suite 400, East Tower
          Washington, DC  20005-3300
          Fax No. (202) 310-5555
      IN  WITNESS  WHEREOF, the Company has hereunto caused  this
Agreement  to be executed by a duly authorized officer and  Skeen
has  hereunto  set  his hand as of the day and year  first  above
written.

WITNESS:



________________________________
_____________________________
                                   Kerry B. Skeen

                                   COMPANY:

ATTEST:                                 ATLANTIC COAST AIRLINES
                                   HOLDINGS, INC.



_______________________________                               BY:
____________________________
Richard   J.  Kennedy,                                C.   Edward
Acker,
     Secretary                          Chairman      of      the
                                        Compensation Committee of
                                        the Board of Directors

ATTEST:                            ATLANTIC COAST AIRLINES



_______________________________                               BY:
____________________________
Richard J. Kennedy,                          C. Edward Acker,
     Secretary                          Chairman      of      the
                                        Compensation Committee of
                                        the Board of Directors


ATTEST:                                 ATLANTIC COAST JET, INC.



_______________________________                               BY:
____________________________
Richard   J.  Kennedy,                                C.   Edward
Acker,
     Secretary                          Chairman      of      the
                                        Compensation Committee of
                                        the Board of Directors





                                                 Exhibit 10.12(b)


                       SEVERANCE AGREEMENT



          This  Amended  And  Restated Severance  Agreement  (the
"Agreement")  is  made and entered into as of this  28th  day  of
December,  1999  (the "Effective Date"), by and between  ATLANTIC
COAST  AIRLINES HOLDINGS, INC., a Delaware corporation  ("ACAH"),
ATLANTIC  COAST  AIRLINES, a California corporation  ("ACA")  and
Atlantic Coast Jet, Inc., a Delaware corporation ("ACJet") (ACAH,
ACA  and  ACJet  are  herein  collectively  referred  to  as  the
"Company") and THOMAS J. MOORE ("Moore").

          Witnesseth That:

          Whereas, Moore is currently employed by the Company  as
Chief  Operating  Officer and President, and in  connection  with
such  employment entered into a Severance Agreement (dated as  of
January  20, 1999) as amended (August 12, 1999) with the Company;
and

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

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

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

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

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

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

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

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

                A.    An annual base salary of Two Hundred  Fifty
Thousand  Dollars ($250,000).  Commencing on October 1, 2000  and
on  each October 1 thereafter, the amount of Moore's base  salary
shall be increased as determined by the Compensation Committee of
the  Board  of Directors of the Company. Moore's base salary  for
each  year  shall  be  payable  to him  in  accordance  with  the
reasonable payroll practices of the Company as from time to  time
in  effect  for executive employees (but in no event  less  often
than monthly).

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

                C.    Moore  shall be eligible for an  additional
annual  bonus under an executive performance bonus plan currently
known  as  Senior Management Incentive Plan for so  long  as  the
Board of Directors determines to maintain such plan.  Under  such
plan,  each calendar year, Moore shall be entitled to  receive  a
bonus  equal  to  specified percentage of base  salary  upon  the
attainment  of  certain  pre-established goals.  Such  goals  and
percentage  of  salary shall be determined  by  the  Compensation
Committee of the Board of Directors of the Company prior  to  the
commencement of each plan year.  The bonus amount each year shall
be  paid  in  a  single cash lump sum paid  at  the  time  period
provided  under  such plan, at the same time  as  paid  to  other
eligible employees, and generally no later than 90 days after the
end of the plan period.

                 D.     Moore   will  be  entitled  to   deferred
compensation  ("Deferred  Compensation")  as  described  in  this
section.    The   Company   will   make   Deferred   Compensation
contributions  at  the  rate  of seventy-five  percent  (75%)  of
Moore's  annual  base  salary beginning with 1999  contributions.
Deferred Compensation will be based on Moore's annual base salary
in  effect on January 1 in each year beginning 2000, and will  be
payable  as  of  January  1  in each year  beginning  2000.  Such
contributions  will  be  applied  toward  funding  such  deferred
compensation program as the Company and Moore may agree  to  from
time  to time, consistent with the funding and vesting provisions
of this Agreement.

          The method of funding of Deferred Compensation, and the
timing  of  the actual payment of contributions, shall be  agreed
between the Company and Moore from time to time.  As of the  date
hereof,  the  Deferred Compensation program is provided  under  a
split  dollar life insurance arrangement with Phoenix  Home  Life
Mutual  -  (the  "Split  Dollar  Agreement").   The  Company  may
implement a substitute Deferred Compensation plan not tied  to  a
Split  Dollar Agreement so long as (1) the amount contributed  by
the Company on Moore's behalf equals the amount set forth herein,
and  (2)  the vesting schedule, credit for Years of Service,  and
terms  of distribution are all at least as favorable to Moore  as
set  forth  herein.  The Company shall continue to abide  by  the
terms  of  the  Split  Dollar  Agreement  with  Moore  previously
executed  as  of July 1, 1996, which shall provide  for  a  split
dollar plan for a policy of insurance upon the life of Moore in a
face  amount  to be mutually agreed upon between  Moore  and  the
Company.   For so long as the Split Dollar Agreement shall  serve
as  the  deferred compensation program under this Agreement,  the
following terms shall apply:

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

                    (ii) The Company shall, except as provided in
Paragraph  5D(iii) below, each year as required under  the  Split
Dollar  Agreement and the related policy, pay, on or  before  the
due  date(s) under the terms of the policy, the entire amount  of
the  annual  premium due on the policy acquired pursuant  to  the
terms  of the Split Dollar Agreement. The annual premium  due  on
the  policy  will be the amount of the Company's contribution  to
deferred compensation calculated as described above.

                     (iii)      The "Deferred Compensation Ending
Date"  shall  mean  the Termination Date (as  defined  below)  if
Moore's  employment with the Company is terminated  at  any  time
under   circumstances  that  do  not  entitle  him  to  Severance
Compensation pursuant to Section 10 of this Agreement,  or  shall
mean  the last day of the Severance Period (as defined in Section
10)  if  Moore is entitled to Severance Compensation.   During  a
Severance  Period, Deferred Compensation shall continue  pursuant
to  the terms of 10.E.(iv) hereof. Upon the Deferred Compensation
Ending Date, the following shall occur:

          (a)    The  applicable  vested  percentage  of  Moore's
interest in Deferred Compensation shall be calculated as provided
herein.    Moore  will  be  entitled  to  receive  the   deferred
compensation  benefit  provided under such deferred  compensation
program  only  to  the  extent  he is  vested  in  the  Company's
contributions.   Vesting will be based upon "Years  of  Service",
with Moore to be credited with one Year of Service for completion
of  each twelve (12) consecutive month period of employment  with
the  Company beginning January 1, 1997 and ending on the Deferred
Compensation Ending Date.  (That is, Moore will be credited  with
Years  of Service for any applicable Severance Period, as further
provided in Section 10.E.(iv) hereof.)  Moore will become  vested
in the deferred compensation based on the following schedule:

               Years of Service    Percentage Vested

              Less than 4         0%
          At least 4 but less than 5    25%
          At least 5 but less than 6    35%
          At least 6 but less than 7    50%
          At least 7 but less than 8    65%
          At least 8 but less than 9    80%
               At least 9        100%

          In  the  event  of a Change in Control (as  defined  in
Paragraph  8.C.  of this Agreement) of the Company,  Moore  shall
become  immediately  100%  vested in  his  Deferred  Compensation
amount notwithstanding the above vesting schedule.

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

          (c)   The Company shall pay to Moore whatever "Deferred
Compensation" amount is equal to the applicable vested percentage
of  the total policy premiums paid by the Company pursuant to the
Split  Dollar  Agreement.  The Company shall  make  this  payment
within  thirty  (30)  days  following the  Deferred  Compensation
Ending Date by releasing its interest in the policy, or a portion
thereof,  on Moore's life acquired pursuant to the terms  of  the
Split  Dollar  Agreement, or any or all of the paid up  additions
standing  to  the credit of such policy, if any, such  that  such
released interest equals the Deferred Compensation amount paid to
Moore pursuant to this Paragraph 5D.  The Company agrees that the
amount  of  any  such release of interest by  the  Company  shall
reduce  the  amount of "Liabilities" (as such term is defined  in
the  Agreement of Assignment of Life Insurance Death  Benefit  As
Collateral  entered  into  between  Moore  and  the  Company   in
connection  with the Split Dollar Agreement) owed to the  Company
in  connection  with  the  Split  Dollar  Agreement  and  related
Collateral  Assignment Agreement.  Accordingly, the Company  also
agrees to reduce to such extent its collateral assignment of  the
policy  pursuant  to  the  Split  Dollar  Agreement  and  related
Collateral Assignment Agreement.

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

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

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

          (ii)  Bonus.   For all bonus plans in  which  Moore  is
participating as of a Change in Control, the Company shall pay to
Moore  a one-time bonus. This payment shall consist of the amount
calculated by the formula [(x + y) * z] where (x) is Moore's base
pay earned year to date in the year of the Change in Control, (y)
is  the amount which is three times Moore's annual base salary in
effect  at  the  time of the Change in Control, and  (z)  is  the
percentage  which  under each plan is the maximum  percentage  of
base pay that Moore was eligible to earn during the year in which
the  Change in Control occurred assuming all targets were met  in
full,  whether  or not said targets actually were met.   Payments
under  this Subparagraph 5.F.(ii) shall be considered to be  full
compensation  for  all amounts due to Moore for  bonus  plans  in
which  he was participating as of the Change in Control,  and  he
shall  not be entitled to any further payments under any of  said
plans  during  the  year of participation.   Notwithstanding  the
above,  any  bonus  due to Moore for years (or  other  applicable
bonus period) completed prior to the Date in which the Change  of
Control occurs but not yet paid shall be paid in addition to  the
bonus described herein.

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

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

          (v)     Certain   Adjustments.    Notwithstanding   any
provision to the contrary in this Agreement, if any part  of  the
payments  provided for under or pursuant to this  Agreement  (the
"Agreement  Payments"), together with all payments in the  nature
of  compensation to or for the benefit of Moore under  any  other
arrangement, would if paid constitute a "parachute payment" under
Section  280G  of the Internal Revenue Code of 1986,  as  amended
(the  "Code"), then the amount payable to Moore under or pursuant
to  this Agreement in such circumstances shall be subject to  the
following  sentence of this Paragraph 10.E(x).  If (i) the  value
of the Agreement Payments plus the value of all other payments to
or for the benefit of Moore that constitute "parachute payments",
minus  the  amount  of  any  excise  taxes  payable  under   Code
Section 4999 with respect to such payments and the amount of  any
similar  or  comparable taxes payable only in connection  with  a
change  in  control, is greater than (ii) the greatest  value  of
payments  in the nature of compensation contingent upon a  change
in  control that could be paid at such time to or for the benefit
of   Moore   and  not  constitute  a  "parachute  payment"   (the
"Alternative  Payment"),  then the Agreement  Payments  shall  be
payable  to Moore; otherwise, only the Alternative Payment  shall
be payable to Moore.

                G.   Subsequent Termination Following a Change in
Control. In the event that Moore's employment is terminated  upon
or  within  one  year following the Change in Control  such  that
Moore  would  be entitled to Severance Compensation, any  amounts
due  at  the time of termination as Severance Compensation  under
10.E.(i)  and  10.E.(ii) herein shall be reduced by  any  amounts
paid  under Paragraph 5.F.(i) and 5.F.(ii) at the time of  Change
in  Control   (under no circumstances would Moore be required  to
repay  the  amounts  paid  to Moore under  Paragraph  5.F(i)  and
5.F.(ii)),  but  Moore will be entitled to  all  other  Severance
Compensation as provided in Paragraph 10.E. herein.  In the event
that   Moore's  employment  is  terminated  more  than  one  year
following  the Change in Control, Moore will be entitled  to  the
benefits provided in Paragraphs 10.E.(i) and 10.E.(ii) herein.

           6.  Benefits

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

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

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

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

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

          8.   Stock Options

                A.   Mandatory Stock Options.  Company agrees  to
continue   in  force  a  stock  option  plan  or  one  which   is
substantially similar to the existing plan ("Stock Option Plan"),
which  has been approved by the shareholders of the Company  and,
on  the first business day in each October commencing in October,
2000,  and  (subject  to the provisions of Paragraph  10.A.(vii))
continuing so long as Moore is employed by the Company  to  grant
Moore  options under the Stock Option Plan to purchase  not  less
than  50,000 shares of the common stock of ACAH at the price  per
share  at  the closing of the trading market on the last business
date prior to such grant.  The Company also agrees to approve the
issuance  of  such additional shares as are necessary  to  enable
Moore to exercise such options.  The Company will not be required
to reserve shares from existing plans to cover future obligations
under  this Paragraph, but will use reasonable efforts to  obtain
shareholder  approval as necessary from time to time  to  make  a
sufficient  number  of additional shares available  on  a  timely
basis,   and  will  provide  Moore  with  equivalent  alternative
compensation should approval not be obtained.  The terms  of  the
grant  of  such  options shall be consistent with  the  terms  of
options  granted  as  of the time of the grant  to  other  senior
executive officers at or below Moore's position with the Company.

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

               C.   Definitions.  For purposes of this Agreement:

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

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

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

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

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

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

               A.   Disability.

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

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

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

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

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

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

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

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

               B.   Death.

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

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

               C.   Termination by Moore.

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

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

               D.   Termination by Company.

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

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

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

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

                     (ii)  Bonus.  For all bonus plans  in  which
Moore  is  participating as of the Termination Date, the  Company
shall pay to Moore a one-time bonus equal the sum of: (x) Moore's
base pay earned year to date as of the Termination Date, plus (y)
two  times  Moore's  annual  base salary  in  effect  as  of  the
Termination Date, said sum times the percentage which under  each
plan  is  the highest percentage of base pay paid to Moore  under
said  plan during any one of the five years immediately preceding
the  year in which the Termination Date occurs.  This bonus  will
be  paid  within thirty days following the Termination Date.   It
shall  be considered to be full compensation for all amounts  due
to  Moore for bonus plans in which he was participating as of the
Termination  Date, and he shall not be entitled  to  any  further
payments  under any of said plans during the Severance Period  or
thereafter.   Notwithstanding the above, any bonus due  to  Moore
for  years (or other applicable bonus period) completed prior  to
the  Termination Date but not yet paid shall be paid in  addition
to the bonus described herein.

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

                     (iv)  Deferred Compensation.   The  Deferred
Compensation  program  will  continue  throughout  the  Severance
Period,  including Moore's accumulation of Years of  Service  for
vesting  purposes,  and including the Company's  continuation  of
contributions. The Split Dollar Agreement shall continue in  full
force  and effect through the Severance Period and shall  survive
separate  and  apart  from  this  Agreement,  and  the  Company's
obligation  to pay all premiums pursuant to this Agreement  shall
continue  in  accordance  with the  terms  of  the  Split  Dollar
Agreement  for the Severance Period.  At the end of the Severance
Period,   Moore  shall  receive  his  vested  interest  and   any
obligation  to  pay  premiums  shall  be  transferred  to  Moore.
Alternatively, the Company may elect to pay such amounts to Moore
as  would  be payable during the Severance Period by the  Company
under  the  Deferred Compensation program in a  single  lump  sum
payment within fifteen (15) days after the Termination Date.

                     (v)  Insurance Programs.  Coverage under the
Company's major medical, accident, health, dental, disability and
life  insurance  plans  as from time to time  provided  to  other
executive  employees of the Company (and, to the extent  provided
by  such  policies, to Moore's dependents) shall continue  to  be
paid  for by the Company during the Severance Period or,  in  the
event  of  Employee's termination upon or following a  Change  of
Control  of  the Company as defined in Paragraph  8.C.,  for  the
longer  of  the Severance Period or the remainder of Moore's  and
his  spouse's  life, and including children  to  age  21  as  per
coverage  prioviced  prior to the Change in  Control.   Provided,
however,  if  such  coverage  cannot  be  continued  during   the
Severance Period or until Moore's and his spouse's death, as  the
case  may  be,  under the terms of such policies  or  plans,  the
Company shall reimburse Moore for the cost of comparable coverage
under  individually obtained policies or for COBRA  coverage,  or
shall make other arrangements to assure that Moore has comparable
coverage.

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

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

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

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

     11.  Nonsolicitation, Non-Competition, and Confidentiality

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

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

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

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

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

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

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

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

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

          17.   Entire  Agreement; Law Governing  This  Agreement
supersedes   in  its  entirety  any  and  all  other   agreements
(specifically  including any earlier versions of  this  Severance
Agreement), either oral or in writing, between the parties hereto
with  respect  to the subject matter hereof, by and  between  the
Company  and Moore, and contains all the covenants and agreements
among  the  parties  with respect to such subject  matter.   This
Agreement shall be construed in accordance with the laws  of  the
Commonwealth of Virginia. Moore hereby acknowledges that  he  was
given  the  opportunity  to  be represented  by  counsel  of  his
choosing  in  the drafting and negotiation of this Agreement  and
that  he reviewed this Agreement. In interpreting this Agreement,
a  court  shall  not treat either party as the draftsman  of  the
Agreement.

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

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

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

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

                    If to ACA or the Company:

                    Atlantic Coast Airlines Holdings, Inc.
                    Atlantic Coast Airlines
                    Atlantic Coast Jet, Inc.
                    515A Shaw Road
                    Dulles, VA  20166
                     Attention:   General  Counsel  or  Corporate
Secretary
                    Fax No. (703) 925-6294

          Such  notice  shall be deemed to be given and  received
when  delivered if delivered personally, upon electronic or other
confirmation  of receipt if delivered by facsimile  transmission,
the  next  business day after the date sent if sent by a national
overnight  delivery service, or five (5) business days after  the
date  mailed  if  mailed  in  the continental  United  States  by
certified or registered mail.  Any notice of any change  in  such
address  shall  also  be  given in the manner  set  forth  above.
Whenever  the  giving of notice is required, the giving  of  such
notice  may be waived in writing by the party entitled to receive
such notice.
      In  Witness  Whereof, the Company has hereunto caused  this
Agreement  to be executed by a duly authorized officer and  Moore
has  hereunto  set  his hand as of the day and year  first  above
written.


WITNESS:



________________________________
_____________________________
                                   Thomas J. Moore

                                   COMPANY:

ATTEST:                                 ATLANTIC COAST AIRLINES
                                   HOLDINGS, INC.



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

ATTEST:                            ATLANTIC COAST AIRLINES



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


ATTEST:                            ATLANTIC COAST JET, INC.



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


                                                 Exhibit 10.12(c)


            AMENDED AND RESTATED SEVERANCE AGREEMENT



          This  Amended  and  Restated Severance  Agreement  (the
"Agreement")  is  made and entered into as of this  28th  day  of
December,  1999, by and between Atlantic Coast Airlines Holdings,
Inc., a Delaware corporation ("ACAH"), Atlantic Coast Airlines, a
California corporation ("ACA"), and Atlantic Coast Jet,  Inc.,  a
Delaware  corporation  ("ACJ"), (ACAH, ACA  and  ACJ  are  herein
collectively  referred to as the "Company") and   _______________
("Employee").

          Witnesseth That:

     Whereas, the Company and Employee are parties to a Severance
Agreement dated as of _____________, and desire to amend and
restate the terms of said agreement pursuant to reflect the terms
described herein; and

     Whereas, the Company desires to continue to employ Employee;
and Employee desires to be employed by the Company, upon the
terms and conditions hereinafter set forth; and

     Whereas, the Company and Employee desire to expressly set
forth in this Agreement the terms of Employee's employment with
the Company; and

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

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

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

          2.    Duties  Employee shall serve the Company  in  the
capacities of Senior Vice President - Customer Service.  Employee
shall  be  responsible for supervising and directing all customer
service  for the Company. Employee shall otherwise be responsible
for  carrying  out  all such other duties and  services  for  the
Company commensurate with Employee's position, as may be designed
from  time to time by the Chief Executive Officer of the  Company
(the "CEO").

          3.    Term of Employment  Employee's term of employment
under  this  Agreement commences on January  1,  2000  and  shall
terminate  on  November  30,  2000, unless  further  extended  as
hereinafter set forth.  On December 1, 2000, and on December 1 in
each  subsequent  year,  this Agreement  shall  automatically  be
extended  for  an  additional twelve (12) months without  further
action   by   either  party  unless  Employee's  employment   has
previously been terminated, or unless Employee or the Company has
provided  notice of intention to terminate Employee's  employment
pursuant  to  the  terms of Paragraph 10  below  (in  which  case
Employee's  term  of  employment under  this  Agreement  will  be
extended to the pending Termination Date).

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

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

                   A.       An    annual    base    salary     of
____________________shall be paid to Employee. Beginning December
1,  2000,  the amount of Employee's base salary shall be adjusted
as  determined  by the Compensation Committee  of  the  Board  of
Directors  of the Company. Employee's base salary for  each  year
shall be payable to him in accordance with the reasonable payroll
practices  of  the  Company as from time to time  in  effect  for
executive employees (but in no event less often than monthly).

               B.   Employee shall participate in the Company's
Senior Management Incentive Plan and in its Management Incentive
Plan, both for so long as the Board of Directors determines to
maintain either of such plans, or any successor bonus plan or
program for key executives.

                 C.    Employee  will  be  entitled  to  deferred
compensation  ("Deferred  Compensation")  as  described  in  this
section.    For  the  contributions  made  beginning  with   1999
contributions,  the  Company  will  make  Deferred   Compensation
contributions  at the rate of fifty percent (50%)  of  Employee's
annual  base  salary  in effect as of the date  the  contribution
becomes   payable.  [Deferred  Compensation  will  be  based   on
Employee's annual base salary in effect on the first business day
in January in each year beginning 2000, and will be payable as of
said date. Such contributions will be applied toward funding such
deferred  compensation program as the Company  and  Employee  may
agree  to  from  time to time, consistent with  the  funding  and
vesting provisions of this Agreement.

          The method of funding of Deferred Compensation, and the
timing  of  the actual payment of contributions, shall be  agreed
between  the Company and Employee from time to time.  As  of  the
date  hereof, the Deferred Compensation program is provided under
a  split dollar life insurance arrangement with Phoenix Home Life
Mutual,  and Employee will be required to enter into an agreement
(the "Split Dollar Agreement") prior to participating in the form
of  split  dollar  life insurance.  The Company may  implement  a
substitute Deferred Compensation plan not tied to a Split  Dollar
Agreement so long as (1) the amount contributed by the Company on
Employee's behalf equals the amount set forth herein, and (2) the
vesting  schedule,  credit for Years of  Service,  and  terms  of
distribution  are all at least as favorable to  Employee  as  set
forth  herein.  The Company shall abide by the terms of the Split
Dollar Agreement, which shall provide for a split dollar plan for
a  policy of insurance upon the life of Employee in a face amount
to be mutually agreed upon between Employee and the Company.  For
so long as the Split Dollar Agreement shall serve as the deferred
compensation  program under this Agreement, the  following  terms
shall apply:

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

                    (ii) The Company shall, except as provided in
Paragraph 5.C.(iii) below, each year as required under the  Split
Dollar  Agreement and the related policy, pay, on or  before  the
due  date(s) under the terms of the policy, the entire amount  of
the  annual  premium due on the policy acquired pursuant  to  the
terms  of the Split Dollar Agreement. The annual premium  due  on
the  policy  will be the amount of the Company's contribution  to
deferred compensation calculated as described above.

                     (iii)      The "Deferred Compensation Ending
Date"  shall mean the date of Termination Date as defined  below.
If  Employee's  Employment is terminated upon  or  within  twelve
months  following a Change in Control, the "Deferred Compensation
Ending Date" shall mean the last day of the Severance Period  (as
defined in Paragraph 10).  Deferred Compensation shall not be due
during  a  Severance  Period  unless  Employee's  Employment   is
terminated  upon or within twelve months following  a  Change  in
Control,  in which case the terms of Paragraph 10.E.(iv)(b)  will
apply.  Upon the Deferred Compensation Ending Date, the following
shall occur:

            (a)  The  applicable vested percentage of  Employee's
interest in Deferred Compensation shall be calculated as provided
herein.   Employee  will  be entitled  to  receive  the  deferred
compensation  benefit  provided under such deferred  compensation
program  only  to  the  extent  he is  vested  in  the  Company's
contributions.   Vesting will be based upon "Years  of  Service",
with  Employee  to  be  credited with one  Year  of  Service  for
completion  of  each  twelve  (12) consecutive  month  period  of
employment with the Company beginning ____________ and ending  on
the  Deferred  Compensation  Ending Date.  Employee  will  become
vested  in  the  deferred  compensation based  on  the  following
schedule:

               Years of Service    Percentage Vested

              Less than 4         0%
          At least 4 but less than 5    25%
          At least 5 but less than 6    35%
          At least 6 but less than 7    50%
          At least 7 but less than 8    65%
          At least 8 but less than 9    80%
               At least 9        100%

          In  the  event  of a Change in Control (as  defined  in
Paragraph  12  of this Agreement) of the Company, Employee  shall
become  immediately  100%  vested in  his  Deferred  Compensation
amount notwithstanding the above vesting schedule.

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

          (c)    The  Company  shall  pay  to  Employee  whatever
"Deferred Compensation" amount is equal to the applicable  vested
percentage  of  the  total policy premiums paid  by  the  Company
pursuant  to the Split Dollar Agreement.  The Company shall  make
this  payment  within  thirty (30) days  following  the  Deferred
Compensation Ending Date by releasing its interest in the policy,
or a portion thereof, on Employee's life acquired pursuant to the
terms of the Split Dollar Agreement, or any or all of the paid up
additions  standing to the credit of such policy,  if  any,  such
that  such  released  interest equals the  Deferred  Compensation
amount  paid  to  Employee pursuant to this Paragraph  5.C.   The
Company agrees that the amount of any such release of interest by
the  Company  shall reduce the amount of "Liabilities"  (as  such
term  is defined in the Agreement of Assignment of Life Insurance
Death Benefit As Collateral entered into between Employee and the
Company  in connection with the Split Dollar Agreement)  owed  to
the  Company  in connection with the Split Dollar  Agreement  and
related   Collateral  Assignment  Agreement.   Accordingly,   the
Company  also  agrees  to reduce to such  extent  its  collateral
assignment  of the policy pursuant to the Split Dollar  Agreement
and related Collateral Assignment Agreement.

                D.    The  Company may pay Employee discretionary
compensation, bonuses and benefits in addition to those  provided
for  herein in such amounts and at such times as the Compensation
Committee  of  the  Board  of  Directors  of  the  Company  shall
determine.

           6.  Benefits

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

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

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

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

          8.   Stock Options

                A.    Acceleration of Stock Options upon a Change
in  Control.  If the Company experiences a Corporate Change,  the
exercisability  and  vesting  of all  Stock  Options  granted  to
Employee before November 13, 1998 and held by Employee as of  the
date  of the Corporate Change shall accelerate as of the date  of
such  Corporate  Change.   The  Compensation  Committee  of   the
Company's Board of Directors (the "Committee") shall provide that
if  a  Corporate  Change  occurs, then effective  as  of  a  date
selected  by the Committee, the Committee (which for purposes  of
the  Corporate Changes described in clauses (iii) and (v) of  the
definition  of Corporate Change herein shall be the Committee  as
constituted  prior  to the occurrence of such  Corporate  Change)
acting in its sole discretion without the consent or approval  of
Employee,  will effect one or more of the following  alternatives
or  combination  of alternatives with respect to all  outstanding
Stock  Options  (which  alternatives may be  conditional  on  the
occurrence  of such of the Corporate Change specified  in  clause
(i) through (v) of the definition of Corporate Change below which
gives  rise  to  the Corporate Change:  (1)  in  the  case  of  a
Corporate  Change specified in clauses (i), (ii) or (iv)  of  the
definition  thereof, provide that exercisable options  (including
any  options exercisable pursuant to the first sentence  of  this
Paragraph 18.A.) then outstanding may be exercised in full for  a
limited period of time on or before a specified date (which  will
permit  Employee  to participate with the Common  Stock  received
upon  exercise of such option in the event of a Corporate  Change
specified  in  clauses  (i), (ii) or (iv) of  the  definition  of
Corporate  Change  below,  as the  case  may  be)  fixed  by  the
Committee, after which specified date all unexercised options and
all  rights  of Employee thereunder shall terminate, (2)  provide
that  exercisable  options  (including  any  options  exercisable
pursuant  to  the  first sentence of this Paragraph  18.A.)  then
outstanding  may  be  exercised  so  that  such  options  may  be
exercised  in full for their then remaining term, or (3)  require
the  mandatory  surrender to the Company of  outstanding  options
held  by Employee (including any options exercisable pursuant  to
the  first sentence of this Paragraph 18.A.) as of a date, before
or  not  later  than  sixty  days after  such  Corporate  Change,
specified by the Committee, and in such event the Committee shall
thereupon  cancel  such  options and the  Company  shall  pay  to
Employee an amount of cash equal to the excess of the fair market
value  of  the aggregate shares subject to such option  over  the
aggregate  option  price of such shares; provided,  however,  the
Committee shall not select an alternative (unless consented to by
Employee)  that,  if  Employee exercised his accelerated  options
pursuant  to  alternative  1  or  2  and  participated   in   the
transaction  specified  in  clause (i),  (ii)  or  (iv)   of  the
definition of Corporate Change below or received cash pursuant to
alternative  3,  would result in Employee's owing  any  money  by
virtue of operation of Section 16(b) of the Exchange Act.  If all
such  alternatives have such a result, the Committee  shall  take
such  action, which is hereby authorized, to put Employee  in  as
close  to  the same position as Employee would have been  in  had
alternative 1, 2 or 3 been selected but without resulting in  any
payment  by  Employee pursuant to Section 16(b) of  the  Exchange
Act.    Notwithstanding  the  foregoing,  with  the  consent   of
Employee,  the Committee may in lieu of the foregoing  make  such
provision  with  respect  of any Corporate  Change  as  it  deems
appropriate.

               B.   Definitions.  For purposes of this Agreement,
"Stock  Options" shall mean any grant to Employee by the Company,
pursuant to any of the Company's Stock Option Plans, of the right
and  option  to  acquire from the Company a specified  number  of
shares  of  Atlantic Coast Airlines Holdings, Inc.  common  stock
under  certain  terms and conditions.  "Change  in  Control"  and
"Corporate Change" shall be as defined in Paragraph 12 herein.

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

          9.     Deductions   Deductions  shall  be   made   from
Employee's  compensation for social security, Medicare,  federal,
state  and local withholding taxes, and any other such  taxes  as
may from time to time be required by any governmental authority.

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

               A.   Disability.

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

                    (ii) For purposes of this Agreement, Employee
shall  be  deemed to be disabled when he shall have  been  absent
from  his  duties because of sickness, illness, injury  or  other
physical or mental infirmity on a substantially full-time basis.

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

                    (iv) The Company will have sole discretion in
determining whether Employee is subject to any disability.

                     (v)  During any period in which Employee  is
disabled  but  his  employment shall not  have  been  terminated,
Employee  shall  continue  to receive his  base  salary  and  any
applicable  bonus, and shall continue to receive all benefits  as
an  employee  and  as  provided  herein  generally.  Any  options
previously  granted shall continue to vest, but  no  new  options
shall be issued to Employee.

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

                      (vii)       The  Company  may   utilize   a
disability  policy to fund, in whole or in part, the compensation
that  would be due to Employee during the term of or in the event
of  a  disability, in which case the proceeds of the policy would
not  be  in  addition  to any compensation otherwise  payable  to
Employee.   Any  compensation due to Employee  from  the  Company
during  a  period  of  disability or during  a  Severance  Period
following  a  termination  of  employment  as  a  result   of   a
disability,  will  be  reduced by  the  amount  of  any  proceeds
provided to Employee from any disability policy provided  by  and
at  the  expense  of  the Company.  Except  as  provided  in  the
preceding  two  sentences,  nothing  contained  herein  shall  be
construed  to  affect  Employee's  rights  under  any  disability
insurance  or similar policy, whether maintained by the  Company,
Employee or another party.

               B.   Death.

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

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

               C.   Termination by Employee

                       (i)  Other  than  Following  a  Change  in
Control.  Employee may terminate his employment by delivering  to
Company  thirty  (30) days' written notice, and such  termination
shall be effective on the thirtieth (30th) day following the date
of  receipt  of  such notice (the "Termination Date").   In  such
event, Employee (i) shall continue to render his services  up  to
the Termination Date if so requested by Company and (ii) shall be
paid his regular base salary and shall receive all benefits up to
the  Termination Date.  Employee will be entitled to  payment  of
any  bonus due but not yet paid for prior bonus periods (paid  at
the  same  time it would have been paid had Employee's employment
not  been  terminated),  but will not be  entitled  to  Severance
Compensation,  to any bonus for the current bonus period,  or  to
any  other  compensation, bonus or fringe benefits accrued  after
the Termination Date.

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

               D.   Termination by Company.

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

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

                  E.      Severance   Compensation.    "Severance
Compensation" is defined as all of the compensation and  benefits
described  in  this  Paragraph 10.E.   It  will  be  provided  to
Employee  upon  the  occurrence of any of  the  events  described
elsewhere  in this Agreement as providing for Employee's  receipt
of  Severance  Compensation, but not in any  other  circumstances
except  to  the  extent that individual components  of  Severance
Compensation may be separately provided pursuant to the terms  of
this Agreement.  "Termination Date" is defined as the last day of
Employee's  employment with the Company.  "Severance  Period"  is
defined  as  the  period  beginning  on  the  day  following  the
Termination  Date  and  ending on  the  day  which  is  one  year
following the Termination Date.  Should a termination occur  upon
or  within  twelve  months following a  Change  in  Control,  the
Severance Period will end on the day which is two years following
the  Termination  Date.   The compensation  and  benefits  to  be
provided as Severance Compensation are as follows:

                    (i)  Severance Pay.  Throughout the Severance
Period,  Employee will receive severance pay at the rate of  100%
of  his  annual  base  salary  in  effect  at  the  time  of  his
termination, to be paid on the Company's regular payroll  payment
dates  at  the same time and in the same fashion as the Company's
regular payroll payments.

                      (ii)  Bonus.   The  Company  shall  pay  to
Employee  a  prorated portion of any annual bonus amount  accrued
through the Termination Date, provided, however, that such  bonus
amount  will  be  paid at the time that such  bonus  amounts  are
normally  paid by the Company.  Proration shall be based  on  the
percentage  of  the  number of days in the bonus  period  to  the
actual number of days in the bonus period, times the total  bonus
that  would  have been paid for the entire bonus period  had  the
termination not occurred.  This prorated bonus payment  shall  be
considered  to  be  full  compensation for  all  amounts  due  to
Employee for bonus plans in which he was participating as of  the
Termination  Date, and he shall not be entitled  to  any  further
payments  under any of said plans during the Severance Period  or
thereafter.  Notwithstanding the above, any bonus due to Employee
for  years (or other applicable bonus period) completed prior  to
the  Termination Date but not yet paid shall be paid in  addition
to the bonus described herein.

                     (iii)      Stock  Options.  All  options  to
purchase  shares of ACAH stock that have been granted to Employee
and  that  are not exercisable as of the Termination  Date  shall
terminate  as of said date.  For all options that are exercisable
as of said date (including options that are accelerated following
a  Change  in  Control pursuant to the terms of  a  Stock  Option
Agreement), the terms of exercise, payment, and expiration, shall
be as provided in each option agreement.
                    (iv) Deferred Compensation

                          (a)   Absent  a Change in Control.   If
Employee's  employment is not terminated upon  or  within  twelve
months  following a Change in Control, the Deferred  Compensation
program  will  terminate  as  of the Termination  Date,  and  the
Company  will not be obligated to make contributions  during  the
Severance  Period.   As of the Termination Date,  Employee  shall
receive  his  vested interest and any obligation to pay  premiums
shall be transferred to Employee.

                          (b)   Upon  a  Change  in  Control.  If
Employee's employment is terminated upon or within twelve  months
following a Change in Control,  the Deferred Compensation program
will  continue  throughout the Severance  Period,  including  the
Company's   continuation   of   contributions,   and   with   all
contributions  to  be  fully vested. The Split  Dollar  Agreement
shall  continue  in full force and effect through  the  Severance
Period  and shall survive separate and apart from this Agreement,
and the Company's obligation to pay all premiums pursuant to this
Agreement  shall  continue in accordance with the  terms  of  the
Split  Dollar Agreement for the Severance Period.  At the end  of
the Severance Period, Employee shall receive his 100% interest in
Deferred Compensation and any obligation to pay premiums shall be
transferred to Employee.  Alternatively, the Company may elect to
pay  such  amounts  to Employee as would be  payable  during  the
Severance  Period by the Company under the Deferred  Compensation
program  in  a single lump sum payment within fifteen  (15)  days
after the Termination Date.

                     (v)  Insurance Programs.  Coverage under the
Company's  major medical, dental, and disability insurance  plans
as from time to time provided to other executive employees of the
Company  (including Employee's dependents) shall continue  to  be
paid  for by the Company during the Severance Period in the  same
fashion as prior to the Termination Date.  Provided, however,  if
such  coverage  cannot be continued during the  Severance  Period
under  the  terms  of such policies or plans, the  Company  shall
reimburse  Employee  for  the cost of comparable  coverage  under
individually  obtained policies or for COBRA coverage,  or  shall
make  other  arrangements to assure that Employee has  comparable
coverage.

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

                     (vii)      Executive  Medical  Reimbursement
Plan.   Reimbursement  under the Executive Medical  Reimbursement
Plan will terminate as of the Termination Date.  Employee will be
entitled  to  reimbursement for expenses incurred  prior  to  the
Termination  Date if submitted within three months following  the
Termination Date.

                      (viii)     Travel  Benefits.  Flight   pass
privileges  currently  granted to  Employee  for  travel  on  the
Company's  aircraft  will  continue  for  the  Severance  Period.
Employee  shall not be entitled to travel benefits on  any  other
airline.

                      (ix)  Deductions  for  Taxes.  Subject   to
Paragraph 12.D., any compensation due to Employee hereunder  will
be  subject to deductions for social security, federal and  state
withholding taxes, and any other such taxes as may from  time  to
time be required by governmental authority.

          11.       Nonsolicitation,     Non-Competition,     and
Confidentiality

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

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

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

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

          12.  Change in Control.

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

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

                    (i)  Salary.  A payment in the amount of 200%
of  Employee's annual base salary in effect at the  time  of  the
Change in Control.

                     (ii)  Bonus.  For all bonus plans  in  which
Employee is participating as of a Change in Control, the  Company
shall  pay  to  Employee  a one-time bonus.  This  payment  shall
consist  of the amount calculated by the formula [(x +  y)  *  z]
where (x) is Employee's base pay earned year to date in the  year
of  the  Change in Control, (y) is the amount which is two  times
Employee's annual base salary in effect at the time of the Change
in  Control, and (z) is the percentage which under each  plan  is
the maximum percentage of base pay that Employee was eligible  to
earn  during  the  year in which the Change in  Control  occurred
assuming  all  targets  were met in full,  whether  or  not  said
targets  actually  were  met. Payments  under  this  Subparagraph
12.B.(ii)  shall  be considered to be full compensation  for  all
amounts  due  to  Employee  for  bonus  plans  in  which  he  was
participating as of the Change in Control, and he  shall  not  be
entitled  to any further payments under any of said plans  during
the  year of participation.  Notwithstanding the above, any bonus
due  to  Employee  for years (or other applicable  bonus  period)
completed prior to the Date in which the Change of Control occurs
but not yet paid shall be paid in addition to the bonus described
herein.

                      (iii)    Disability Insurance.  The Company
will  prepay, for one full year following the Change  of  Control
(or,  for two full years following the Change in Control  if  the
Change  in  Control after November 30), the premiums due  on  any
disability insurance policy as was provided to Skeen  as  of  the
time  of  Change  in  Control.  In the  event  that  the  Company
discontinued or reduced the amount of coverage of any  disability
insurance  within  one year preceding a Change  in  Control,  the
Company  shall at the time of the Change in Control  re-establish
disability insurance to the amount previously provided  and  with
equivalent coverage, and shall prepay future premiums as provided
herein.

                C.   Subsequent Termination Following a Change in
Control.  In  the event that Employee's employment is  terminated
within  one  year  following  the Change  in  Control  such  that
Employee would be entitled to Severance Compensation, any amounts
due  at  the time of termination as Severance Compensation  under
10.E.(i)  and  10.E.(ii) herein shall be reduced by  any  amounts
paid  under Paragraph 12.B.(i) and 12.B(ii) at the time of Change
in Control  (under no circumstances would Employee be required to
repay  the  amounts paid to Employee under Paragraph  12.B(i)  or
12.B(ii)),  but Employee will be entitled to all other  Severance
Compensation as provided in Paragraph 10.E. herein.  In the event
that  Employee's  employment is terminated  more  than  one  year
following the Change in Control, Employee will be entitled to the
benefits provided in Paragraphs 10.E.(i) and 10.E.(ii) herein.

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

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

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

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

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

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

          18.   Entire  Agreement; Law Governing  This  Agreement
supersedes  in its entirety the terms of the Severance  Agreement
between  the  parties  dated  as  of  ______________  (except  as
restated herein) and any and all other agreements, either oral or
in  writing,  between  the parties hereto  with  respect  to  the
subject  matter hereof, by and between the Company and  Employee,
and  contains all the covenants and agreements among the  parties
with  respect  to such subject matter.  This Agreement  shall  be
construed  in  accordance with the laws of  the  Commonwealth  of
Virginia.  Employee hereby acknowledges that  he  was  given  the
opportunity to be represented by counsel of his choosing  in  the
drafting  and negotiation of this Agreement and that he  reviewed
this Agreement. In interpreting this Agreement, a court shall not
treat either party as the draftsman of the Agreement.

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

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

          21.   Notices  All notices permitted or required to  be
given pursuant to this Agreement shall be in writing and shall be
deemed  to  have been sufficiently given, subject to the  further
provisions of this Paragraph 21, for all purposes when  presented
personally  to  such party (which in the case of  notice  to  the
Company,  shall be presented to the person holding the office  or
offices identified below) or sent by facsimile transmission,  any
national  overnight delivery service, or certified or  registered
mail, to such party at its address set forth below:

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

                    If to ACA or the Company:

                    Atlantic Coast Airlines Holdings, Inc.
                    Atlantic Coast Airlines
                    515A Shaw Road
                    Dulles, VA  20166
                     Attention:   General  Counsel  or  Corporate
Secretary
                    Fax No. (703) 925-6294

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


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


WITNESS:



________________________________
_____________________________


                                   COMPANY:

ATTEST:                                 ATLANTIC COAST AIRLINES
                                   HOLDINGS, INC.



_______________________________                               BY:
____________________________


ATTEST:                            ATLANTIC COAST AIRLINES



_______________________________                               BY:
____________________________


ATTEST:                                 ATLANTIC COAST JET, INC.



_______________________________                               BY:
____________________________

                                                    Exhibit 10.27




                     SPLIT DOLLAR AGREEMENT


     AGREEMENT made the _____ day of ______________, 2000, by and
between  ATLANTIC  COAST AIRLINES HOLDINGS, INC.,  a  corporation
organized  and existing under the laws of the State of  Delaware,
(hereinafter  called the "Company") and ____________ (hereinafter
called the "Employee").
      WHEREAS,  the  Employee wants to insure his life,  for  the
benefit and protection of his family, under a policy to be issued
by  the  Phoenix Home Life Mutual Insurance Company  (hereinafter
called the "Insurer"); and
      WHEREAS,  the  Company wants to help the  Employee  provide
insurance for the benefit and protection of his family by  paying
the  full  amount  of  the premiums due  on  the  policy  on  the
Employee's life; and
      WHEREAS,  the Employee will be the owner of the  policy  of
insurance  on  his life acquired pursuant to the  terms  of  this
Agreement,  and  the policy will be assigned to  the  Company  as
security  for the repayment of the amount which the Company  will
contribute toward payment of the premiums due on the policy;
      NOW,  THEREFORE,  in consideration of the mutual  covenants
contained  herein,  it is agreed between the  parties  hereto  as
follows:

ARTICLE 1
     Application for Insurance.  The Employee has applied for and
an  insurance  policy on his life has been  issued  in  the  face
amount  of $__________________ (hereinafter called the "Policy").
The  Policy  number, face amount and plan of insurance  shall  be
recorded on Schedule A attached hereto and the Policy shall  then
be subject to the terms of this Agreement.

ARTICLE 2
      Ownership of Insurance.  The Employee shall be the owner of
the  Policy on the Employee's life acquired pursuant to the terms
of this Agreement and he may exercise all the rights of ownership
with  respect  to  the  Policy except  as  otherwise  hereinafter
provided.   Notwithstanding the foregoing, the Employee  may  not
assign  any right of ownership with respect to the Policy to  any
other party, except as specifically provided in Article 7 hereof.

ARTICLE 3
     Election of Dividend Option.  To the extent that the Insurer
declares  dividends  on the Policy, the Company  shall  have  the
right  to choose the option or combination of options it  desires
from  among  those  offered by the Insurer.   The  Company  shall
notify  the  Employee  and the Insurer of  its  choice,  and  the
Employee  agrees to execute any documents necessary to choose  or
change the Policy's dividend option.

ARTICLE 4
     Payment of Premiums on Policy.
     A.    On or before each due date the Company will pay to the
Insurer  the  full amount of each premium on the  Policy  on  the
Employee's life acquired pursuant to the terms of this Agreement.
      B.    Notwithstanding the foregoing, in the  event  of  the
termination  of  the employment of the Employee  by  the  Company
pursuant to the Severance Agreement dated as of the 28th  day  of
December  1999,  as  amended  or  restated  from  time  to  time,
(hereinafter  the  "Severance  Agreement"),  the  Company   shall
continue  to  pay  said premiums until the Deferred  Compensation
Ending  Date, as that term is defined in the Severance Agreement.
After  the  Deferred Compensation Ending Date, the Company  shall
have  the  sole discretion to continue making any policy  premium
payments  on  behalf of said Employee.  If the Company  does  not
exercise  its  discretion  to  continue  making  policy   premium
payment(s) on behalf of the Employee, all policy premium payments
which  are due after the Deferred Compensation Ending Date  shall
be the sole obligation of the Employee.

ARTICLE 5
     Disability Waiver of Premium.  If the Policy appertaining to
this  Agreement is issued with a supplemental agreement providing
for  waiver  of  premium  in  the event  of  disability,  or  any
additional  death  benefit,  the  additional  premium  for   such
supplemental  agreement  shall be paid by  the  Company  for  the
benefit  of  the  Employee.  In the event said  waiver-of-premium
benefit becomes operational, the Company's interest in the Policy
at  death,  under Article 9, or on surrender, under  Article  11,
shall  be  limited to (a) the total premiums paid by the Company,
pursuant  to  Article  4 of this Agreement, less  the  Employee's
vested  interest in the premiums paid as calculated  pursuant  to
the  Severance Agreement and any Company indebtedness  which  may
exist  against  the Policy and any interest due on  such  Company
indebtedness;  or,  if  less, (b) the total  cash  value  of  the
Policy,  including dividend accumulations and the cash  value  of
the  dividend additions at the last Policy anniversary before the
premium  was waived, less the Employee's vested interest  in  the
premiums  paid as calculated pursuant to the Severance  Agreement
and  any Company indebtedness which may exist against the  Policy
and any interest due on such indebtedness.

ARTICLE 6
      Employee's  Obligation to Repay Premiums Paid  by  Company.
The  Employee  shall  be obligated to repay to  the  Company  the
aggregate  amount paid by the Company, under Article  4  of  this
Agreement,  to  the  Insurer as premiums on this  Policy  on  the
Employee's life acquired pursuant to the terms of this Agreement.
This  obligation of the Employee to the Company shall be  payable
as  provided  in  Article 9 and Article 10 of this  Agreement  or
satisfied  by the passage of time and service to the  Company  as
provided  pursuant to the Severance Agreement.  Upon  termination
of  the  Employee's  employment  relationship  with  the  Company
pursuant to the Severance Agreement, whether or not said Employee
is  entitled to Severance Compensation pursuant to said Severance
Agreement,  the  Company shall within 30  days  of  the  Deferred
Compensation  Ending  Date,  as  that  term  is  defined  in  the
Severance Agreement:
           (i)   calculate the Employee's vested interest in  the
premiums paid pursuant to the Severance Agreement;
           (ii) pursuant to the Severance Agreement, release  its
interest  in  the  insurance policy and  the  related  collateral
assignment of said policy to the Company by Employee in an amount
equal  to  the  Employee's vested interest in the  premiums  paid
calculated pursuant to the Severance Agreement;
           (iii)      by  written notice give  the  Employee  the
option  to  pay  the difference, if any, between  the  Employee's
vested  interest  in the premiums paid and the actual  amount  of
premiums  paid on behalf of the Employee by the Company  pursuant
to  Article  4 of this Agreement to obtain a complete release  of
the   Company's  interest  in  the  policy  and  the   collateral
assignment  executed by said Employee pursuant to  Article  7  of
this Agreement;
           (iv)  if the Employee does not exercise his option  to
purchase the Company's interest in the Policy within 30  days  of
the  notice set forth in paragraph (iii) above, the ownership  of
the  policy  shall  be assigned to the Company  and  all  of  the
Employee's  rights thereunder shall be released.  In such  event,
the  Company  shall  have  the right to cancel  the  policy  and,
pursuant  to Article 11, receive the difference between the  then
current  cash  value  of  the policy and  the  Employee's  vested
interest  in  the  premiums  paid pursuant  to  Article  4.   The
Employee's  vested interest in the cash value of the Policy  will
be paid to the Employee by the Company within thirty (30) days of
the  expiration of the Employee's option to acquire such  policy.
If  the  Employee does not exercise his or her option to purchase
the  Company's  interest,  the Employee  agrees  to  execute  any
document(s)  necessary to assign all interest in such  Policy  to
the Company.

ARTICLE 7
     Assignment of Policy.  The Employee will collaterally assign
the  Policy on his life, acquired pursuant to the terms  of  this
Agreement,  to the Company as security for the repayment  of  the
policy  premiums  which the Company will pay  on  behalf  of  the
Employee  under  Article  4 of this Agreement.   This  collateral
assignment  will  terminate upon the repayment of  said  premiums
pursuant  to  Articles 9 and 10 or by the  passage  of  time  and
service to the Company pursuant to the Severance Agreement.  This
collateral assignment will not be altered or changed without  the
consent of the Company.

ARTICLE 8
     Additional Policy Benefits and Riders.  The Employee may add
a rider to the Policy on his life, acquired pursuant to the terms
of  this Agreement, for his own benefit.  Upon written request by
the  Company, the Employee may add a rider to the Policy for  the
benefit  of  the Company.  Any additional premium for  any  rider
which  is  added to the Policy shall be paid by the  party  which
will be entitled to receive the proceeds of the rider.

ARTICLE 9
     Death Claims.
     A.    When  the Employee dies, the Company shall be entitled
to  receive  a portion of the death benefits provided  under  the
Policy  on the Employee's life acquired pursuant to the terms  of
this Agreement.  The amount to which the Company will be entitled
shall  be  (a)  the total amount which it has paid,  pursuant  to
Article  4  of this Agreement, as premiums on the Policy  on  the
Employee's  life  less  the Employee's  vested  interest  in  the
premiums  paid as calculated pursuant to the Severance  Agreement
and  the  amount  of  any Company indebtedness  which  may  exist
against   the  Policy  and  any  interest  due  on  such  Company
indebtedness or, if less, (b) the total cash value of the Policy,
including  dividend  accumulations and  the  cash  value  of  the
dividend  additions at the last Policy anniversary before  death,
less  the  Employee's  vested interest in the  premiums  paid  as
calculated pursuant to the Severance Agreement and the amount  of
any  Company indebtedness which may exist against the Policy  and
any  interest  due  on such indebtedness.  The  receipt  of  this
amount  by  the  Company  shall constitute  satisfaction  of  the
Employee's obligation under Article 6 of this Agreement.
       B.     When   the   Employee  dies,  the  beneficiary   or
beneficiaries named by the Employee shall be entitled to  receive
the amount of the death benefits provided under the Policy on the
Employee's  life in excess of the amount payable to  the  Company
under  Paragraph  A of this Article. This amount  shall  be  paid
under  the  settlement  option elected by  the  Employee  or  his
beneficiaries.
                           ARTICLE 10
     Termination of Agreement.  This Agreement shall terminate on
the  repayment in full by the Employee of the contributions  made
by  the  Company under Article 4 of this Agreement toward payment
of the premiums due on the Policy on the Employee's life acquired
pursuant  to the terms of this Agreement, provided that upon  the
receipt  of  such repayment the Company releases  the  collateral
assignment of the Policy made by the Employee pursuant to Article
7 of this Agreement.
     This  Agreement shall not terminate and shall remain in full
force  and  effect upon the Employee's termination of  employment
with the Company pursuant to the Severance Agreement, whether  or
not  the  Employee is entitled to Severance Compensation pursuant
to the Severance Agreement.
                           ARTICLE 11
     Surrender of Policy.  Upon surrender of the Policy,  or  any
portion thereof, on the Employee's life acquired pursuant to  the
terms  of this Agreement or upon the surrender of any or  all  of
the  paid up additions standing to the credit of such Policy,  if
any,  by  the  Employee at any time before any death  benefit  is
payable  under the Policy, the Company shall have the sole  right
to  collect  such surrender proceeds of the Policy  or  any  such
surrender  value of such paid-up additions in an  amount  not  to
exceed the total amount the Company has paid, pursuant to Article
4  of this Agreement, as premiums on the Policy on the Employee's
life less the Employee's vested interest in the premiums paid  as
calculated pursuant to the Severance Agreement and the amount  of
any  Company indebtedness which may exist against the Policy  and
any interest due on such Company indebtedness.
                           ARTICLE 12
     Borrowing  Against  the  Cash Value  of  the  Policy.    The
Employee may borrow against the cash value of the Policy provided
that  he  may not borrow against his to his unvested interest  in
the  premiums paid by the Company as calculated pursuant  to  the
Severance  Agreement. Such borrowing may only occur if  the  cash
value  of the Policy exceeds the premiums paid by the Company  on
his behalf pursuant to Article 4.  If the premiums paid on behalf
of  the Employee pursuant to Article 4 exceeds the cash value  of
the  policy  plus the amount of any outstanding  loan  which  the
Employee  has  borrowed  against said cash  value,  the  Employee
agrees  to  repay immediately to the insurance company an  amount
sufficient to repay such deficit.

                           ARTICLE 13
     Insurance Company Not a Party.  The Insurer:
     A.   Shall not be deemed to be a party to this Agreement for
any purpose nor in any way responsible for its validity;
       B.     shall  not  be  obligated  to  inquire  as  to  the
distribution of any monies payable or paid by it under the Policy
on  the  Employee's life acquired pursuant to the terms  of  this
Agreement;
      C.    shall  be fully discharged from any and all liability
under  the terms of any Policy issued by it, which is subject  to
the terms of this Agreement, upon payment or other performance of
its obligations in accordance with the terms of such Policy.
                           ARTICLE 14
     Fiduciary Provisions.  The Board of Directors of the Company
is  hereby  designated  as the "Named Fiduciary"  for  the  Split
Dollar Plan established by this Agreement, and it shall have  the
authority  to control and manage the operation and administration
of such Plan.  However, the Insurer shall be the fiduciary of the
Plan  solely with regard to the review and final decision on  the
claim  for  benefits under its Policy, as provided in the  claims
procedure set forth in Article 16.
                           ARTICLE 15
       Allocation  of  Fiduciary  Responsibilities.   The   Named
Fiduciary may delegate its responsibilities for the operation and
administration   of   the  Split  Dollar  Plan,   including   the
designation  of  a person to carry out fiduciary responsibilities
under   such  Plan.   The  Named  Fiduciary  shall  effect   such
delegation of its responsibilities by delivering to the Company a
written  instrument  signed  by its members  that  specifies  the
nature  and  extent of the responsibilities delegated  under  the
Split Dollar Plan, together with a signed acknowledgment of their
acceptance  by  the  persons  to whom the  responsibilities  were
delegated.
                           ARTICLE 16
      Claims  Procedure.   The following claims  procedure  shall
apply to the Split Dollar Plan:
     A.   Filing of a Claim for Benefits.  The beneficiary of the
Policy  shall  make a claim for the benefits provided  under  the
Policy in the manner provided in the Policy.
      B.    Claim  Denial.  With respect to a claim for  benefits
under  said Policy, the Insurer shall be the entity which reviews
and  makes decisions on claims denials according to the terms  of
the Policy.
      C.   Notification to Claimant of Decisions.  If a claim  is
wholly  or partially denied, notice of the decision, meeting  the
requirements of Section D below following, shall be furnished  to
the claimant within a reasonable period of time after a claim has
been filed.
      D.    Content of Notice.  The Insurer shall provide, to any
claimant  who  is  denied  a claim for benefits,  written  notice
setting  forth  in  a manner calculated to be understood  by  the
claimant, the following:
            (i)  the specific reason or reasons for the denial;
            (ii)  specific  reference  to  pertinent  Policy   or
provisions of this Agreement on which the denial is based;
           (iii)     a description of any additional material  or
information necessary for the claimant to perfect the  claim  and
an  explanation of why such material or information is necessary;
and
           (iv)  an explanation of this Agreement's claim  review
procedure, as set forth in Sections (e) and (f) below.
      E.   Review Procedure.  The purpose of the review procedure
set forth in this Section and Section (f) following is to provide
a method by which a claimant under the Split Dollar Plan may have
a  reasonable opportunity to appeal a denial of claim for a  full
and  fair  review. To accomplish that purpose,  the  claimant  or
his/her duly authorized representative:
           (i)  may request a review upon written application  to
the Insurer;
              (ii)   may  review  pertinent  Split  Dollar   Plan
  documents or agreements; and
          (iii)     may submit issues and comments in writing.  A
claimant  (or  his/her  duly  authorized  representative),  shall
request review by filing a written application for review at  any
time  within  sixty (60) days after receipt by  the  claimant  of
written notice of the denial of the claim.
     F.    Decision on Review.  A decision on review of a  denial
of a claim shall be made in the following manner:
           (i)   The  decision on review shall  be  made  by  the
Insurer,  which  may, at its discretion, hold a  hearing  on  the
denied  claim.   The  Insurer shall make its  decision  promptly,
unless special circumstances (such as the need to hold a hearing)
require  an  extension of time for processing, in  which  case  a
decision  shall be rendered as soon as possible,  but  not  later
than  one hundred twenty (120) days after receipt of the  request
for review.
           (ii)  The  decision on review shall be in writing  and
shall  include specific reasons for the decision,  written  in  a
manner  calculated to be understood by the claimant, and specific
references  to  the  pertinent  Policy  or  provisions  of   this
Agreement on which the decision is based.
                           ARTICLE 17
      Amendment  of  Agreement.   This  Agreement  shall  not  be
modified or amended except by a writing signed by the Company and
the  Employee.  This Agreement shall be binding upon  the  heirs,
administrators  or executors and the successors  and  assigns  of
each party of this Agreement.
                           ARTICLE 18
      State Law.  This Agreement shall be subject to and shall be
construed under the laws of the Commonwealth of Virginia.
      IN  WITNESS WHEREOF, the parties hereto have executed  this
Agreement as of the day and year first written above.

WITNESS                            EMPLOYEE

______________________________          By:
                                                   - Employee


               ATTEST                             ATLANTIC  COAST
AIRLINES HOLDINGS, INC.



_______________________________         By:


[CORPORATE SEAL]

                           SCHEDULE A




               POLICY NUMBER: ________________________



               POLICY DATE:   ________________________



               FACE AMOUNT:   ________________________



                          AGREEMENT OF

           ASSIGNMENT OF LIFE INSURANCE DEATH BENEFIT
                          AS COLLATERAL




               A.   For value received, the undersigned hereby assigns,
          transfers and sets over to Atlantic Coast Airlines Holdings,
          Inc., its successors or assigns, (herein called the "Assignee")
          the death benefit under Policy No. ___________________, issued by
          the Phoenix Home Life Mutual Insurance Company (hereinafter
          called the "Insurer"), dated the ______ day of ______________,
          ______, in the face amount of $_____________________, and any
          supplementary contracts or endorsements issued in connection
          therewith (said policy, endorsements and contracts being herein
          called the "Policy"); upon the life of _________________ (the
          "Owner") subject to all the terms and conditions of the Policy
          and to all superior liens, if any, which the Insurer may have
          against the Policy.  The Owner agrees and the Assignee by the
          acceptance of this assignment agrees to the conditions and
          provisions herein set forth.
               B.   It is understood and agreed that the Assignee shall have the
          sole right to collect from the Insurer a portion of the net
          proceeds of the Policy, when it becomes a claim by death, equal
          to the total amount of the then existing Liabilities (as that
          term is defined in paragraph D herein, and that all other rights
          under the Policy, including, by way of illustration and not
          limitation, the right to surrender the Policy, the right to make
          Policy loans, and the right to designate and change the
          beneficiary are reserved exclusively to the Owner of the Policy
          and are excluded from this assignment and do not pass by virtue
          hereof and may be exercised by the Owner on the sole signature of
          the Owner.  Nothing herein shall affect funds, if any, now or
          hereafter held by the Insurer for the purpose of paying premiums
          under the Policy.
               C.   The Assignee covenants and agrees with the undersigned as
          follows:
               1.   That any balance of sums payable by the Insurer upon the
           death of the undersigned under the Policy remaining after payment
           of the then existing Liabilities, as that term is defined below
           in  Paragraph D, matured or unmatured, shall be paid by the
           Insurer to the persons entitled thereto under the terms of the
                    Policy had this assignment not been executed;
               2.   That the Assignee, not having any right to obtain policy
           loans from the Insurer, will not take any steps to borrow against
           the Policy, except that the Owner of the Policy may direct the
           Insurer to pay the proceeds of any Policy loan to the Assignee,
           in which event the Assignee shall reduce the amount of existing
           Liabilities by the amount of such Policy loan and interest
           accrued to the date such Policy loans are repaid by the Assignee.
               3.   That the Assignee will upon request forward without
           unreasonable delay to the Insurer the Policy for endorsement of
           any designation or change of beneficiary or any election of an
           optional mode of settlement; provided, however, that any such
           designation, change or election shall be made subject to this
           assignment and to the rights of the Assignee hereunder.
               4.   That, upon surrender of the Policy or any portion thereof or
          upon the surrender of any or all of the paid-up additions
          standing to the credit of the Policy, if any, by the Owner at any
          time before any death benefit is payable under the Policy, the
          Assignee shall have the sole right to collect such surrender
          proceeds of the Policy or any such surrender value of such paid-
          up additions.
               D.   This assignment of a portion of the life insurance death
          benefit under the Policy is made as collateral security for all
          Liabilities of the Owner, or any of them, to the Assignee, either
          now existing or that may hereafter arise with respect to premiums
          advanced for or paid on the Policy by the Assignee (all of which
          liabilities secured or to become secured are herein called
          "Liabilities").
               E.   The Insurer is hereby authorized to recognize the Assignee's
          claim hereunder without investigating the validity of or the
          amount of the Liabilities, or the application to be made by the
          Assignee of any amount to be paid to the Assignee.  The sole
          receipt of the Assignee for any sum received shall be a full
          disclosure and release therefore to the Insurer.  A check for all
          or any part of the insurance death benefit payable under the
          Policy and assigned herein shall be drawn to the exclusive order
          of the Assignee in such amount as may be requested by the
          Assignee.
F.   Except as otherwise provided in the Split Dollar Agreement
effective as of the ______ day of _______________, 2000 by and
between the Assignee and the Owner, the Assignee shall be under
no obligation to pay any premium on the Policy.  The principal of
or interest on any loans or advances on the Policy, or any other
charges on the Policy shall be an obligation of the Owner, and
not an obligation of the Assignee, except as otherwise
specifically provided herein under Paragraph C.2.
G.   The Assignee may take or release other security, may release
any part primarily or secondarily liable for any of the
Liabilities, may grant extensions, renewals or indulgences with
respect to the Liabilities, or may apply to the Liabilities in
such order as the Assignee shall determine, the insurance death
benefit payable under the Policy hereby assigned without
resorting or regard to other security.
H.   In the event of any conflict between the provisions of this
assignment and provisions of the note or other evidence of any
Liability, with respect to the Policy or rights of collateral
security therein, the provisions of this assignment shall
prevail.
I.   The undersigned declares no proceedings in bankruptcy are
pending against him and that his property is not subject to any
assignment for the benefit of creditors.
J.   This Agreement shall be construed under the laws of the
Commonwealth of Virginia.
     Signed  and  sealed this _____ day of _____________________,
     2000.


__________________________
__________________________
     Witness                                      Owner



__________________________
                                                  Address



__________________________
                                                  Date


                    ACCEPTANCE OF ASSIGNMENT
ATTEST:
                                   ATLANTIC COAST AIRLINES
                                   HOLDINGS, INC.


__________________________                                    BY:
________________________________