Exhibit 10.12(a)

            AMENDED AND RESTATED SEVERANCE AGREEMENT


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

                        WITNESSETH THAT:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                YEARS OF SERVICE    PERCENTAGE VESTED

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

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

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

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

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

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

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

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

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

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

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

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

      6.  Benefits:

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

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

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

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

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

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

     8.   Stock Options:

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

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

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

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

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

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

          A.   Disability.

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

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

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

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

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

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

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

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

          B.   Death.

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

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

          C.   Termination by Skeen.

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

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

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

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

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

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

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

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

          D.   Termination by Company.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          If to ACA or the Company:

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

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

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

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

WITNESS:



________________________________
_____________________________
                                   Kerry B. Skeen

                                   COMPANY:

ATTEST:                                 ATLANTIC COAST AIRLINES
                                   HOLDINGS, INC.



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

ATTEST:                            ATLANTIC COAST AIRLINES



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


ATTEST:                                 ATLANTIC COAST JET, INC.



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