United States
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                    
                               FORM 10-K/A
                             Amendment No. 5
(Mark One)
     
  X       Annual report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the fiscal year ended December 31, 1996.  [No Fee Required]

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

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

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

As  of  November 10, 1997, the aggregate market value of the Common Stock
of  the  Registrant (based upon the average bid and asked prices  of  the
Common  Stock  as  reported  by the National  Association  of  Securities
Dealers,   Inc.   through  its  Automated  Quotation  System)   held   by
nonaffiliates of the Registrant was approximately $113,219,720.

As  of  November  10,  1997, 7,186,099 shares  of  Common  Stock  of  the
Registrant were outstanding.

                                    
                  Documents Incorporated by Reference:
                                  None

                                
                        EXPLANATORY NOTE
     
     The purposes of this amendment are (i) to indicate that
confidential treatment has been granted with respect to certain
portions of Exhibits 10.40 and 10.50 and that the omitted
portions of these exhibits have been filed separately with the
Commission, and (ii) to refile these exhibits.  Item 14 is hereby
amended and restated as filed herewith.

Item 14.  Exhibits, Financial Statement Schedules and
Reports of Form 8-K
     
     (a)  (1)  Financial Statements
          
          The Financial Statements listed in the accompanying
          index to financial statements are filed as part of this
          Annual Report on Form 10-K.
     
          (2)  Financial Statement Schedules
          
          The Financial Statement Schedules listed in the
          accompanying index to financial statements are filed as
          part of this Annual Report on Form 10-K.
          
          (3)  Exhibits
          
          

Exhibit
Number                Description of Exhibit

3.1***   Restated Certificate of Incorporation of the Company.
3.1(a)** Certificate  of  Correction to the Restated  Certificate
          of Incorporation.
3.2**    Restated By-laws of the Company.
4.1*     Specimen Common Stock Certificate.
4.2*     Stockholders'  Agreement, effective as  of  October  15,
          1991,  among  the  Company, the  stockholders  and  the
          holder  of  warrants  of  the  Company  named  on   the
          signature   pages  thereto  and  a  trust   established
          pursuant  to the Atlantic Coast Airlines, Inc. Employee
          Stock  Ownership  Plan,  together  with  Amendment  and
          Second Amendment thereto dated as of February 24,  1992
          and May 1, 1992 respectively.
4.3*      Registration  Rights Agreement, dated as  of  September
          30,  1991, among the Company and the stockholders named
          on  the  signature  pages  thereto  (the  "Stockholders
          Registration Rights Agreement").
4.4*      Form  of  amendment  to  the Stockholders  Registration
          Rights Agreement.
4.16***   Registration Rights Agreement, dated as of December 30,
          1994,  by  and  between  JSX  Capital  Corporation  and
          Atlantic Coast Airlines, Inc.
10.1*     Atlantic Coast Airlines, Inc. 1992 Stock Option Plan.
10.2**    Restated  Atlantic Coast Airlines, Inc. Employee  Stock
          Ownership Plan, effective October 11, 1991, as  amended
          through December 31, 1996.
10.4**    Restated  Atlantic  Coast  Airlines  401(k)  Plan,   as
          amended through February 3, 1997.
10.6*     United Express Agreement, dated October 1, 1991,  among
          United Airlines, Inc., Atlantic Coast Airlines and  the
          Company,  together with Amendment No. 1,  dated  as  of
          April 1, 1993.
10.7*     Agreement   to  Lease  British  Aerospace  Jetstream-41
          Aircraft,  dated  December 23,  1992,  between  British
          Aerospace, Inc. and Atlantic Coast Airlines.
10.12(b)****    Amendment and Restated Severance Agreement, dated
          as of October 18, 1995 between the Company and Kerry B.
          Skeen.
10.12(c)**      First Amendment To Severance Agreement For  Kerry
          B. Skeen effective as of October 16, 1996.
10.12(h)**      Form  of  Severance Agreement.  The  Company  has
          entered  into  substantially identical agreements  with
          Thomas  J. Moore and with Michael S. Davis, both  dated
          as of January 1, 1997.
10.12(i)**      Severance Agreement dated as of January 28, 1997,
          between the Company and James B. Glennon.
10.12(j)**     Promissory Note in the amount of $75,000 issued by
          Paul H. Tate to the Company dated February 19,1997  and
          payable September 30, 1997.
10.13(a)**      Form  of  Indemnity Agreement.  The  Company  has
          entered  into  substantially identical agreements  with
          the individual members of its Board of Directors.
10.20***  Stock  Purchase  Agreement,  dated  the  30th  day   of
          December  1994,  by and among JSX Capital  Corporation,
          Atlantic  Coast Airlines, and Atlantic Coast  Airlines,
          Inc.
10.21***  Acquisition Agreement, dated as of December  30,  1994,
          by  and  among  Jetstream Aircraft, Inc.,  JSX  Capital
          Corporation, and Atlantic Coast Airlines.
10.21(a)**      Amendment  Number  One to Acquisition  Agreement,
          dated  as  of  June  17, 1996, by and  among  Jetstream
          Aircraft,  Inc., JSX Capital Corporation, and  Atlantic
          Coast Airlines.
10.23**   Loan  and  Security Agreement, dated as of October  12,
          1995,  between  Atlantic  Coast  Airlines  and  Shawmut
          Capital Corporation.
10.24**** Stock Incentive Plan of 1995.
10.25**** Form  of Incentive Stock Option Agreement.  The Company
          enters into this agreement with employees who have been
          granted  incentive stock options pursuant to the  Stock
          Incentive Plans.
10.26**** Form  of  Non-Qualified  Stock  Option  Agreement.  The
          Company  enters into this agreement with employees  who
          have  been granted non-qualified stock options pursuant
          to the Stock Incentive Plans.
10.27**** Split  Dollar Agreement, dated as of December 29, 1995,
          between the Company and Kerry B. Skeen.
10.27(a)**      Form of Split Dollar Agreement.  The Company  has
          entered  into  substantially identical agreements  with
          Thomas  J. Moore and with Michael S. Davis, both  dated
          as of July 1, 1996.
10.28**** Split  Dollar Agreement, dated as of December 29, 1995,
          between the Company and James B. Glennon.
10.29**** Agreement of Assignment of Life Insurance Death Benefit
          As  Collateral, dated as of December 29, 1995,  between
          the Company and Kerry B. Skeen.
10.29(a)**      Form of Agreement of Assignment of Life Insurance
          Death  Benefit As Collateral.  The Company has  entered
          into substantially identical agreements with Thomas  J.
          Moore and with Michael S. Davis, both dated as of  July
          1, 1996.
10.30**** Agreement of Assignment of Life Insurance Death Benefit
          As  Collateral, dated as of December 29, 1995,  between
          the Company and James B. Glennon.
10.31**   Summary of Senior Management Bonus Program. The Company
          has  adopted  a  plan  in  substantially  the  form  as
          outlined in this exhibit for 1997.
10.32**** Summary  of  "Share the Success" Profit  Sharing  Plan.
          The  Company  has adopted a plan in substantially  this
          form for 1997 and 1996.
10.40#**  Purchase Agreement between Bombardier Inc. and Atlantic
          Coast  Airlines  Relating to the Purchase  of  Canadair
          Regional Jet Aircraft dated January 8, 1997.
10.50#**  Purchase  Agreement for Twelve Jetstream 4100  Aircraft
          between  Atlantic Coast Airlines and Aero International
          (Regional)  as  agent  for and  on  behalf  of  British
          Aerospace (Operations) Limited dated February 23, 1997.
10.60**   Form of Lease Agreement between Atlantic Coast Airlines
          and Finova Capital Corporation. The Company has entered
          into  four  substantially identical  agreements  during
          1996 for four J-41 aircraft.
11.1**    Computation of Per Share Earnings.
21.1*     Subsidiaries of the Company.
23.1**    Consent of BDO Seidman.

#      Confidential treatment has been granted pursuant  to  Rule
       24b-2  under  the  Securities Exchange  Act  of  1934,  as
       amended,  with  respect certain portions of the  indicated
       Exhibit.    The   omitted  information  has   been   filed
       separately with the Commission.
*      Filed  as  an  Exhibit to Form S-1, Registration  No.  33-
       62206,  effective  July 20, 1993, incorporated  herein  by
       reference.
**     Filed herewith.
***    Filed as an Exhibit to the Annual Report on Form 10-K  for
       the  fiscal  year  ended December 31,  1994,  incorporated
       herein by reference.
****   Filed as an Exhibit to the Annual report on Form 10-K  for
       the  fiscal  year  ended December 31,  1995,  incorporated
       herein by reference.

(b)    Reports  on  Form  8-K.   The Company  did  not  file  any
       current  reports on Form 8-K during the fourth quarter  of
       1996.
       
                                
                           SIGNATURES
     
     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned
thereunto duly authorized on November 24, 1997.
                                      ATLANTIC COAST AIRLINES,
                                      INC.
                                      
                                 By:  /s/  C. Edward Acker
                                      C. Edward Acker
                                      Chairman of the Board of
                                      Directors
     
     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities
indicated on December 1, 1997.
     
     
/s/  C. Edward Acker
C. Edward Acker
Chairman of the Board of Directors

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

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

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

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

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

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

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

/s/  Susan MacGregor Coughlin
Susan MacGregor Coughlin, Director
                                
                          EXHIBIT INDEX
                                            
    Exhibit Number               Description of Exhibit
                         
10.40                    Purchase Agreement between Bombardier
                         Inc. and Atlantic Coast Airlines
                         relating to the purchase of Canadair
                         Regional Jet aircraft, dated January
                         8, 1997.
                         
10.50                    Purchase Agreement for Twelve
                         Jetstream 4100 Aircraft between
                         Atlantic Coast Airlines and Aero
                         International (Regional) as agent for
                         and of behalf of British Aerospace
                         (Operations) Limited, dated February
                         23, 1997.
                                
                                
                                
                         _______________
                                
         Confidential treatment has been granted pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934, as amended,
with respect to certain portions of the indicated Exhibit.  Such
     omitted information has been filed separately with the
                           Commission.