Exhibit 10.12(c)


        SECOND AMENDED AND RESTATED SEVERANCE AGREEMENT


This   Second  Amended  and  Restated  Severance  Agreement  (the
"Agreement")  is  made and entered into as of this  ____  day  of
_________, 200__ (the "Effective Date"), by and between  Atlantic
Coast  Airlines  Holdings, Inc., a Delaware corporation  ("ACAH")
and  Atlantic  Coast Airlines, a California corporation  ("ACA"),
(ACAH  and  ACA  are  herein  collectively  referred  to  as  the
"Company") and _____________ ("Employee").

Witnesseth That:

Whereas,  the  Company and Employee are parties  to  a  Severance
Agreement  (last restated as of _______________), and  desire  to
further  amend and restate the terms of said agreement 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   _______________________.   Employee   shall   generally   be
responsible  for  ___________________________________   for   the
Company  and  of  any  other entity(ies) to which  the  Company's
obligations  under this Agreement shall be assigned  pursuant  to
Paragraph  13.   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  shall terminate on November 30, 2002,  unless  further
extended as hereinafter set forth.  On December 1, 2002,  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.   Salary.   An  annual  base  salary  of  ____________________
Thousand   Dollars  ($_________)  shall  be  paid  to   Employee.
Beginning December 1, 2002, the amount of Employee's base  salary
shall be adjusted as determined by the Compensation Committee  of
the   Board  of  Directors  of  the  Company  (the  "Compensation
Committee").   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.   Management  Incentive Plan and Executive Bonuses.   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.  Deferred Compensation.

(i)  Employee will be entitled to deferred compensation under  an
unfunded    and   non-tax   qualified   arrangement    ("Deferred
Compensation") as described in this Paragraph 5.C.,  which  shall
supercede  and  control  over  all  prior  deferred  compensation
arrangements.    The  amounts credited as  Deferred  Compensation
will  be  recorded as a bookkeeping entry representing a  general
unsecured obligation of the Company and Employee shall not have a
claim  to  any specific assets of the Company in satisfaction  of
the amounts, if any, payable as Deferred Compensation.  As of the
Effective Date, the balance in the Deferred Compensation  account
recorded for Employee shall equal $_________, which is the amount
of  the Company's Deferred Compensation "contributions" under the
Severance Agreement between the Company and Employee, as such was
amended from time to time, through the Effective Date.  After the
Effective Date, the Company will credit Deferred Compensation  at
the  rate  of _________ percent (___%) of Employee's annual  base
salary.  Deferred Compensation will be based on Employee's annual
base  salary  in effect on January 1 in each year,  and  will  be
credited  as of January 1 in each year.  The Company may  provide
the  Deferred Compensation through a benefit plan so long as  (1)
the  amount  credited 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.  No  interest  or
rate  of  return or other appreciation or depreciation  of  value
shall  accrue  or be payable on amounts credited to  Employee  as
Deferred Compensation pursuant to this Paragraph 5.C. unless  the
Company elects otherwise.

(ii)   Vesting of Deferred Compensation 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  (as  defined
below).  Employee will become vested in the Deferred Compensation
based on the following schedule:

<TABLE>
<CAPTION>
Years of Service                        Percentage Vested
<C>                                                  <C>
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%
</TABLE>

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

(iii)   The  "Deferred Compensation Ending Date" shall  mean  the
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 Company  shall  pay  to  Employee
whatever   "Deferred  Compensation"  amount  is  equal   to   the
applicable vested percentage of the total amount then credited to
his  account  pursuant to this Paragraph 5.C.  The Company  shall
make  this payment in cash within thirty (30) days following  the
Deferred  Compensation  Ending Date, provided  that  the  Company
shall  have a right of set-off against, and may reduce the amount
payable  as Deferred Compensation by, any amount owed or  payable
by Employee to the Company.

D.   Split  Dollar  Life  Insurance.  The Company  shall  advance
amounts to fund payment of the premiums under a split dollar life
insurance  arrangement  covering Employee  as  provided  in  this
Paragraph  5.D.   As  of the date hereof, the split  dollar  life
insurance arrangement is provided under a policy or policies with
Phoenix  Home Life Mutual - (such policies and agreements related
thereto,  the  "Split  Dollar  Agreement").   The  Company  shall
continue to abide by the terms of the Split Dollar Agreement with
Employee in force on the date of this Agreement, but, subject  to
the  foregoing,  the  Company may implement  a  substitute  Split
Dollar Agreement so long as the amount of premiums funded by  the
Company on Employee's behalf equals the amount set forth herein.

(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 paid by  the  Company
toward the premiums for the policy.

(ii)   The Company shall pay the annual premium due on the policy
in an amount specified in this Agreement, as amended from time to
time.   From  and  after the Effective Date, the  amount  of  the
annual  premium  the  Company pays shall equal  ________  percent
(___%) of Employee's annual base salary in effect on January 1 in
each  year  the  Company  is obligated to  fund  the  premium  as
described  herein.   Provided that Employee remains employed with
the Company as of January 1 in a year, the  Company shall, except
as  provided  in Paragraph 5.D.(iii) below, for such year 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 this Paragraph  5.D.  During  any  Severance  Period,
the  Company's obligation  to  pay the annual premium due on  the
split  dollar insurance  policy  shall  end  on  the  Termination
Date  unless Employee's employment is terminated upon or within
twelve  months following  a Change in Control, in which case said
payments  will continue through the Severance Period.

(iii)   The  "Split  Dollar  Release Date"  shall  mean  (a)  the
Termination  Date  (as  defined below)  except  where  Employee's
employment  with the Company is terminated upon or within  twelve
months following a Change in Control, or (b) the last day of  the
Severance  Period  (as defined in Paragraph  10),  if  Employee's
employment  with the Company is terminated upon or within  twelve
months  following  a Change in Control.  The Company  shall  fund
payment  of  the premiums as provided in this Paragraph  5.D.  in
each  year  until the Split Dollar Release Date.  Upon the  Split
Dollar Release Date, the following shall occur:

(a)   Employee  shall pay to the Company an amount equal  to  the
total  of  all  premiums paid by the Company on the split  dollar
policy(ies) acquired pursuant to his employment with the  Company
to  the  date  hereof or subsequently pursuant to this  Paragraph
5.D.,  without interest thereon.  The Company may, at its option,
collect  such amount from any amounts it or any of its affiliates
owes to Employee.  Upon receipt of such payment the Company shall
release  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  the  released
interest equals the total of all premiums paid by the Company  on
the  split dollar policy(ies) acquired pursuant to this Paragraph
5.D.   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
interest  as  acquired  by collateral assignment  of  the  policy
pursuant  to  the  Split Dollar Agreement and related  Collateral
Assignment Agreement.

(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  have  no  further
obligation  to  pay  any premium on the policy  under  the  Split
Dollar  Agreement  which has a due date after  the  Split  Dollar
Release  Date  and  such  obligation  shall  be  transferred   to
Employee.

E.   Discretionary  Compensation.  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 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  health  or  medical  insurance  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 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  shall provide that if a Corporate Change occurs,  then
effective  as  of a date selected by the Compensation  Committee,
the  Compensation Committee (which for purposes of the  Corporate
Changes  described in clauses (iii) and (v) of the definition  of
Corporate  Change herein shall be the Compensation  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
Compensation   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 Compensation  Committee,
and  in  such  event the Compensation 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 Compensation
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 Compensation 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 Compensation 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 retains full  discretion
of  whether  to  grant any Stock Options, and if so  whether  the
terms provided herein will apply to said Stock Options.

9.   Deductions.  Deductions shall be made from any component  of
Employee's  compensation provided pursuant to this  Agreement  or
otherwise 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").   In  the  event Employee's employment  with  Company  is
terminated  without cause, 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  provided  that  any  amounts  due  as  Severance
Compensation shall be reduced as provided in Paragraph 12.C.  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 from the beginning of the bonus period through the
Termination  Date,  to the total  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  any  other
applicable bonus period) completed prior to the Termination  Date
but not yet paid shall be paid in addition to the bonus described
herein.   If  such  bonus  for prior years  is  in  the  form  of
restricted  stock, such bonus will be considered  earned  to  the
extent  that applicable vesting targets have been met as  of  the
Termination Date, whether the confirmation that the targets  have
been  met occurs before or after the Termination Date.   If  such
targets have been met but the stock has not yet been distributed,
Employee will be entitled to receive the stock, or, at the option
of  the  Company, the cash equivalent thereof, no later than  the
date the stock was due to be distributed had the termination  not
occurred.   Any such stock for which targets have  not  been  met
will be forfeited.

(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, the Company shall pay Employee an amount  equal
to  his  vested  interest  under  the  Deferred  Compensation  as
provided  in  Paragraph 5.C.  Notwithstanding the foregoing,  the
Company shall have a right of set-off against, and may reduce the
amount  payable as Deferred Compensation by, any amount  owed  or
payable by Employee to the Company.

(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, with all contributions to be fully
vested.   At  the end of the Severance Period, the Company  shall
pay Employee an amount equal to 100% of the Deferred Compensation
as  provided  in Paragraph 5.C.  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.   Notwithstanding  the
foregoing, the Company shall have a right of set-off against, and
may  reduce the amount payable as Deferred Compensation  by,  any
amount owed or payable by Employee to the Company.

(v)  Insurance Programs.  In the event Employee's employment with
the  Company is terminated upon or within twelve months following
a Change in Control, 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 this Agreement  for  the
Severance  Period.   On the Termination Date, or,  if  Employee's
employment  with the Company is terminated upon or within  twelve
months following a Change in Control, at the end of the Severance
Period, Employee shall pay to the Company an amount equal to  the
total  of  all  premiums paid by the Company on the split  dollar
policy(ies) acquired pursuant to Paragraph 5.D., without interest
thereon,  and  upon  receipt of such payment  the  Company  shall
release  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 total of all premiums paid by the Company  on
the  split dollar policy(ies) acquired pursuant to Paragraph 5.D.
Alternatively,  if  the  Company  elects  to  pay  the   Deferred
Compensation  to  Employee within fifteen  (15)  days  after  the
Termination  Date  pursuant  to Paragraph  10.E.(iv)  above,  the
Company  at  the  time  of such payment may demand  payment  from
Employee of an amount equal to the total of all premiums paid  by
the Company on the split dollar policy(ies) acquired pursuant  to
Paragraph  5.D.,  without interest thereon, and upon  receipt  of
such  payment  release  its interest in the  policy,  or  portion
thereof,  acquired  pursuant to the terms  of  the  Split  Dollar
Agreement,  and any or all of the paid up additions  standing  to
the  credit  of such policy, if any, and thereafter  the  Company
shall  be  under no obligation to pay any further premiums  under
the  Split Dollar Agreement.  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
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 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  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
11.B  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 contained 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  Compensation  Committee.    The  Compensation
Committee  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 lump sum bonus payout.  This payout  shall consist  of
a payment in the amount calculated by the formula [(x + y)  * z]
where (x) is Employee's base salary earned in the year of the Change
in  Control from January 1 to the date 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 salary 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.  the
payments provided for under this Paragraph 12.B.(ii) will be paid
in cash or in such other form as bonus amounts generally are paid
to eligible employees, or in a combination thereof, as determined
by  the Compensation Committee, within thirty days following  the
Change in Control and 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 any other applicable bonus period)
completed prior to the date on 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  two
full  years following the Change of Control, the premiums due  on
any disability insurance policy as was provided to Employee 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  Compensation.  All other compensation  separately
provided in this Agreement as due upon a Change in Control.

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.

D.   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  _____________  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.
Notwithstanding the foregoing, to the extent that  the  Company's
Deferred Compensation contributions or any other compensation  or
benefit  provided  for hereunder was paid, granted,  credited  or
funded under and pursuant to an earlier version of this Agreement
with  respect to service prior to the Effective Date and at rates
provided  for  under such earlier version, then such compensation
or   benefit   need  not  be  again  paid,  granted  or   funded,
respectively,  pursuant to this Agreement.  This Agreement  shall
be  construed in accordance with the laws of the Commonwealth  of
Virginia,  without  regard to principles  of  conflicts  of  law.
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
45200 Business Court
Dulles, VA  20166
Attention:  General Counsel or Corporate Secretary
Fax No. (703) 650-6294

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:



________________________________    _____________________________

                                    Employee


                                    COMPANY:

ATTEST:                             ATLANTIC COAST AIRLINES
                                    HOLDINGS, INC.



_______________________________     BY:________________________

ATTEST:                                ATLANTIC COAST AIRLINES



_______________________________     BY:________________________