SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC 20549

                                FORM 10-K/A
                              Amendment No. 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
                               ACT OF 1934

For the fiscal year ended December 31, 1999

Commission file number 0-21976

                 ATLANTIC COAST AIRLINES HOLDINGS, INC.
         (Exact name of registrant as specified in its charter)

          Delaware                           13-3621051
          (State of incorporation)           (IRS Employer
                                             Identification No.)

          515-A Shaw Road, Dulles, Virginia             20166
          (Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code:  (703) 925-
6000

Securities registered pursuant to Section 12(b) of the Act:

          Common Stock par value $ .02            NASDAQ National
Market
          (Title of Class)                       (Name of each
exchange
                                                  on which
registered)

Indicate  by check mark whether the registrant (1) has filed all
reports
required to be filed by Section 13 or 15(d) of the Securities 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   X           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.   ____

The  aggregate market value of voting stock held by nonaffiliates
of  the
registrant as of March 1, 2000 was approximately $290,200,000.

As  of March 1, 2000 there were 21,149,056 shares of common stock
of  the
registrant issued and 18,625,890 shares of common stock were
outstanding.


<PAGE> 2
                                 PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on
Form 8-K

     (a)  3.   Exhibits

Exhibit
Number                Description of Exhibit

3.1  (note 6)    Restated Certificate of Incorporation of the
Company.
3.2  (note 6)    Restated By-laws of the Company.
4.1  (note 4)    Specimen Common Stock Certificate.
4.2  (note 11)   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  (note 11)   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  (note 11)   Form of amendment to the Stockholders
Registration
                 Rights Agreement.
4.17  (note 8)   Indenture, dated as of July 2, 1997, between the
Company
                 and First Union National Bank of Virginia.
4.18  (note 9)   Registration Rights Agreement, dated as of July
2, 1997,
                 by and among the Company, Alex. Brown & Sons
                 Incorporated and the Robinson-Humphrey Company,
Inc.
4.19 (note 5)    Rights Agreement between Atlantic Coast Airlines
                 Holdings, Inc. and Continental Stock Transfer &
Trust
                 Company dated as of January 27, 1999.
10.1  (note 11)  Atlantic Coast Airlines, Inc. 1992 Stock Option
Plan.
10.2  (note 9)   Restated Atlantic Coast Airlines, Inc. Employee
Stock
                 Ownership Plan, effective October 11, 1991, as
amended
                 through December 31, 1996.
10.4  (note 9)   Restated Atlantic Coast Airlines 401(k) Plan, as
amended
                 through February 3, 1997.
10.4(a) (note 7) Amendment to the Atlantic Coast Airlines 401(k)
Plan
                 effective May 1, 1997
10.6 (notes 11 & 12)
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.
10.6(a) (note 7) Third Amendment to United Express Agreement,
dated March
                 3, 1998, among United Airlines, Inc., Atlantic
Coast
                 Airlines and the Company.
10.6(b) (notes 4 & 12)
Fourth
                 Amendment to the United Express Agreement, dated
                 December 11, 1998, among United Airlines, Inc.,
Atlantic
                 Coast Airlines and the Company.
10.7 (notes 11 & 12)
Agreement
                 to Lease British Aerospace Jetstream-41 Aircraft,
dated
                 December 23, 1992, between British Aerospace,
Inc. and
                 Atlantic Coast Airlines.
10.8 (notes 2 & 13)
Delta
                 Connection Agreement, dated as of September 9,
1999
                 among Delta Air Lines, Inc., Atlantic Coast
Airlines
                 Holdings, Inc. and Atlantic Coast Jet, Inc.
10.12(a)  (notes 1 & 14)
Amended
                 and Restated Severance Agreement, dated as of
December
                 28, 1999, between the Company and Kerry B. Skeen.
10.12(b) (notes 1 & 14)
Amended
                 and Restated Severance Agreement, dated as of
December
                 28, 1999, between the Company and Thomas J.
Moore.
10.12(c) (notes 1 & 14)  Form of Severance Agreement substantially
similar
                 to agreements with Richard J. Surratt and with
Michael
                 S. Davis, both restated as of December 28, 1999.
10.12(d) (notes 3 & 14)  Executive Officer Note.
10.13(a)  (note 9)
Form of
                 Indemnity Agreement. The Company has entered into
                 substantially identical agreements with the
individual
                 members of its Board of Directors.
10.21  (note 10) Acquisition Agreement, dated as of December 30,
1994, by
                 and among Jetstream Aircraft, Inc., JSX Capital
                 Corporation, and Atlantic Coast Airlines.
10.21(a)  (note 9)
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  (note 4)  Amended and Restated Loan and Security Agreement
dated
                 February 8, 1999 between Atlantic Coast Airlines
and
                 Fleet Capital Corporation.
10.24  (note 4)  Stock Incentive Plan of 1995, as amended as of
May 5,
                 1998.
10.25(a)  (note 4)
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.
10.25(b)  (notes 4 & 14)
Form of
                 Incentive Stock Option Agreement.  The Company
enters
                 into this agreement with corporate officers who
have
                 been granted incentive stock options pursuant to
the
                 Stock Incentive Plans.
10.25(c) (notes 4 & 14)
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.
10.25(d) (notes 4 & 14)
Form of
                 Non-Qualified Stock Option Agreement. The Company
enters
                 into this agreement with corporate officers who
have
                 been granted non-qualified stock options pursuant
to the
                 Stock Incentive Plans.
10.25(e) (notes 4 & 14)
Form of
                 Restricted Stock Agreement. The Company entered
into
                 this agreement with corporate officers who were
granted
                 restricted stock pursuant to the Stock Incentive
Plans.
10.27  (notes 1 & 14)
Form of
                 Split Dollar Agreement and Agreement of
Assignment of
                 Life Insurance Death Benefit as Collateral.  The
Company
                 has entered into substantially identical
agreements with
                 Kerry B. Skeen, Thomas J. Moore, Michael S. Davis
and
                 Richard J. Surratt.
10.31  (note 14) Summary
                 of Senior Management Incentive Plan. The Company
has
                 adopted a plan as described in this exhibit for
2000 and
                 for the three previous years.
10.32  (note 14) Summary
                 of Management Incentive Plan and Share the
Success
                 Program.  The Company has adopted plans as
described in
                 this exhibit for 2000 and for the three previous
years.
10.40A (notes 4 & 12)
Purchase
                 Agreement between Bombardier Inc. and Atlantic
Coast
                 Airlines Relating to the Purchase of Canadair
Regional
                 Jet Aircraft dated January 8, 1997, as amended
through
                 December 31, 1998.
10.40A(1) (notes 2 & 13)
Contract
                 Change Orders No. 13, 14, and 15, dated April 28,
1999,
                 July 29, 1999, and September 24, 1999,
respectively,
                 amending the Purchase Agreement between
Bombardier Inc.
                 and Atlantic Coast Airlines relating to the
purchase of
                 Canadair Regional Jet Aircraft dated January 8,
1997.
10.41 (notes 2 & 13)
Purchase
                 Agreement between Bombardier Inc. and Atlantic
Coast
                 Airlines relating to the Purchase of Canadair
Regional
                 Jet Aircraft dated July 29, 1999, as amended
through
                 September 30, 1999.
10.45 (note 3)   Aircraft Purchase Agreement between Dornier
Luftfahrt
                 GmbH and Atlantic Coast Airlines dated effective
March
                 31, 1999.
10.45(1) (note 2)First Amendment dated effective September 10,
1999, to
                 the Aircraft Purchase Agreement between Dornier
                 Luftfahrt GmbH and Atlantic Coast Airlines dated
                 effective March 31, 1999.
10.50(a) (note 7)Form of Purchase Agreement, dated September 19,
1997,
                 among the Company, Atlantic Coast Airlines,
Morgan
                 Stanley & Co. Incorporated and First National
Bank of
                 Maryland, as Trustee.
10.50(b) (note 7)Form of Pass Through Trust Agreement, dated as of
                 September 25, 1997, among the Company, Atlantic
Coast
                 Airlines, and First National Bank of Maryland, as
                 Trustee.
10.50(c) (note 7)Form of Pass Through Trust Certificate.
10.50(d) (note 7)Form of Participation Agreement, dated as of
September
                 30, 1997, Atlantic Coast Airlines, as Lessee and
Initial
                 Owner Participant, State Street Bank and Trust
Company
                 of Connecticut, National Association, as Owner
Trustee,
                 the First National Bank of Maryland, as Indenture
                 Trustee, Pass-Through Trustee, and Subordination
Agent,
                 including, as exhibits thereto, Form of Lease
Agreement,
                 Form of Trust Indenture and Security Agreement,
and Form
                 of Trust Agreement.
10.50(e) (note 7)Guarantee, dated as of September 30, 1997, from
the
                 Company.
10.80 (note 7)   Ground Lease Agreement Between The Metropolitan
                 Washington Airports Authority And Atlantic Coast
                 Airlines dated as of June 23, 1997.
10.85 (note 4)   Lease Agreement Between The Metropolitan
Washington
                 Airports Authority and Atlantic Coast Airlines,
with
                 amendments as of  January 1, 1999.
10.90 (notes 7 & 12)
Schedules
                 and Exhibits to ISDA Master Agreement between the
                 Company and Bombardier Inc. dated as of July 11,
1997
                 (the Company entered into substantially similar
                 arrangements for interest rate hedges that are
presently
                 outstanding).
21.1             Subsidiaries of the Company.
23.1             Consent of KPMG LLP.
27.1             Financial Data Schedule.


Notes

(1)    Filed by amendment as an Exhibit to this Annual Report on
       Form 10-K for  the fiscal year ended December 31, 1999.
(2)    Filed  as  Exhibit to the Quarterly Report on Form  10-Q
for  the
       three month period ended September 30, 1999.
(3)    Filed  as  Exhibit to the Quarterly Report on Form  10-Q
for  the
       three month period ended June 30, 1999.
(4)    Filed  as  an  Exhibit to the Annual Report on Form 10-K
for  the
       fiscal year ended December 31, 1998.
(5)    Filed   as   Exhibit  99.1  to  Form  8-A  (File  No.  000-
21976),
       incorporated herein by reference.
(6)    Filed  as  Exhibit to the Quarterly Report on Form  10-Q
for  the
       three month period ended June 30, 1998.
(7)    Filed  as an Amendment to the Annual Report on Form 10-K
for  the
       fiscal  year  ended  December  31, 1997,  incorporated
herein  by
       reference.
(8)    Filed  as an Exhibit to the Quarterly Report on Form 10-Q
for  the
       three  month  period ended June 30, 1997, incorporated
herein  by
       reference.
(9)    Filed  as an Amendment to the Annual Report on Form 10-K
for  the
       fiscal  year  ended  December  31, 1996,  incorporated
herein  by
       reference.
(10)   Filed  as  an  Exhibit to the Annual Report on Form 10-K
for  the
       fiscal  year  ended  December  31, 1994,  incorporated
herein  by
       reference.
(11)   Filed  as  an  Exhibit  to  Form S-1, Registration  No.  33-
62206,
       effective July 20, 1993, incorporated herein by reference.
(12)   Portions of this document have been omitted pursuant to a
request
       for confidential treatment that has been granted.
(13)   Portions of this document have been omitted pursuant to a
request
       for confidential treatment that is pending.
(14)   This  documents is a management contract or compensatory
plan  or
       arrangement.



<PAGE> 3
                               SIGNATURES

      Pursuant  to  the  requirements of  Section  13  of  15(d)
of  the
Securities  Exchange  Act of 1934, the registrant has  duly
caused  this
Amendment No. 1 to Form 10-K to  be  signed on its behalf by the
undersigned,  thereunto  duly authorized on March 30, 2000.

                                   ATLANTIC COAST AIRLINES
HOLDINGS, INC.

                                                     By        /S/
                                                      :
                                     /                     Richard
J. Kennedy
                                                    Secretary



                                   EXHIBIT INDEX
Exhibit
Number                Description of Exhibit

10.12(a)         Amended and Restated Severance Agreement, dated
as of December
                 28, 1999, between the Company and Kerry B. Skeen.
10.12(b)         Amended and Restated Severance Agreement, dated
as of December
                 28, 1999, between the Company and Thomas J.
Moore.
10.12(c)         Form of Severance Agreement substantially similar
                 to agreements with Richard J. Surratt and with
Michael
                 S. Davis, both restated as of December 28, 1999.
10.27            Form of Split Dollar Agreement and Agreement of
Assignment of
                 Life Insurance Death Benefit as Collateral.  The
Company
                 has entered into substantially identical
agreements with
                 Kerry B. Skeen, Thomas J. Moore, Michael S. Davis
and
                 Richard J. Surratt.