Exhibit 10.12 (c)
                              
                     SEVERANCE AGREEMENT



          This Amended And Restated Severance Agreement (the
"Agreement") is made and entered into as of this 20th day of
January,  1999  (the  "Effective  Date"),  by  and   between
ATLANTIC   COAST   AIRLINES  HOLDINGS,  INC.,   a   Delaware
corporation ("ACAH"), ATLANTIC COAST AIRLINES, a  California
corporation  ("ACA")  (ACAH and ACA are herein  collectively
referred to as the "Company") and THOMAS J. MOORE ("Moore").
          
          Witnesseth That:
          
          Whereas,  Moore  is  currently  employed  by   the
Company  as  Chief  Operating  Officer  and  Executive  Vice
President,  and  in connection with such employment  entered
into  a  Severance Agreement (dated as of January  1,  1997)
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  Executive  Vice
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
Thousand   Dollars  ($200,000)  shall  be  paid  to   Moore.
Commencing on May 1, 1999 and on each May 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  acknowledges  that  his
salary  increase  effective May 1,  1999  pursuant  to  this
paragraph  has already been provided to him in the  form  of
certain  stock options.  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 thirty percent (30%) of Moore's
annual base salary.  Deferred Compensation will be based  on
Moore's  annual base salary in effect on May 1 in each  year
beginning 1998, and will be payable as of May 1 in each year
beginning  1998. 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 date of termination of  Moore's
employment  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.
          
           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.
          
          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   May
commencing  in May, 1999, 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 35,000 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 this Paragraph 18 shall apply to all Stock
Options  or restricted stock previously granted to Employee,
and  this  Amendment Number One shall be  deemed  to  be  an
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.
          
          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
President,  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.  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.
          
                     (ii)  Bonus.  The Company shall pay  to
Moore a one-time bonus equal to two times the highest annual
bonus  received  by Moore 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.  Provided, however,  if  such
coverage cannot be continued during the Severance Period  or
until Moore'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.  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,  including  the  tax   gross-up,   if
applicable.
          
                     (viii)    Travel Benefits. The Atlantic
Coast   Airlines,  Inc.  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.    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.
          
                             (x)     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.
          
     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 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
                    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



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

                                   
ATTEST:                                 ATLANTIC COAST
                                   AIRLINES HOLDINGS, INC.



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