ATLANTIC COAST AIRLINES INC
10-Q, 1996-05-15
AIR TRANSPORTATION, SCHEDULED
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                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                                   
                               FORM 10-Q
                                   
                                   
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                         EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1996

Commission file number 0-21976

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

              Delaware                               13-3621051
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)             Identification No.)
                                   
     One Export Drive, Sterling, Virginia            20164
     (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code:  (703) 406-6500

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

As of April 25, 1996, there were 8,464,910 shares of common stock, par
value $.02 per share, outstanding.

               Page 1 of 17 sequentially numbered pages







Part I.  Financial Information
         Item 1. Financial Statements
                                         Atlantic Coast Airlines, Inc.
                                                        and Subsidiary
                                           Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                 March 31,  December 31,
(In thousands except for share data and par           1996          1995
values)                                        (Unaudited)
<S>                                          <C>          <C>
Assets
Current:                                                             
    Cash and cash equivalents                   $ 1,862       $ 8,396
    Accounts receivable, net                     17,329        14,607
    Expendable parts and fuel inventory,          1,869         1,850
net
    Prepaid expenses and other current            2,303         1,758
assets
Total current assets                             23,363        26,611
Property and equipment, net of accumulated                            
depreciation and amortization                    15,222        15,513
Preoperating costs, net of accumulated                                
amortization                                        403           462
Intangible assets, net of accumulated              2,860         2,864
amortization
Deferred tax asset                                1,500         1,500
Other assets                                        549           549
Total assets                                    $43,897       $47,499
Liabilities and Stockholders' Equity                                 
Current:                                                             
    Accounts payable                            $ 2,972       $ 3,532
    Line of credit with financial                    16             -
institution
    Current portion of long-term debt             1,154         1,214
    Current portion of capital lease              1,231         1,192
obligations
    Accrued liabilities                          16,438        16,121
Total current liabilities                        21,811        22,059
Long-term debt, less current portion              2,997         3,260
Capital lease obligations, less current           3,555         3,794
portion
Total liabilities                                28,363        29,113
Commitments and contingencies                                        
Redeemable Series A cumulative convertible                            
preferred stock, $.02 par                                            
value,(liquidation preference of $3,825)              -         3,825
shares authorized 8,000; shares issued and
outstanding 3,825 in 1995
Stockholders' equity:                                                 
Common stock: $.02 par value per share;                               
shares authorized 17,000,000; shares                                 
issued 8,367,189 in 1996 and 8,356,411 in           168           167
1995
Class A common stock: nonvoting; par value;                           
$.02 stated value per share; shares                                  
authorized 6,000,000; no shares issued or             -             -
outstanding
Additional paid-in capital                        36,883        36,774
Less: Common stock in treasury, at cost,                              
12,500 shares                                      (125)        (125)
Accumulated deficit                             (21,392)     (22,255)
Total stockholders' equity                       15,534        14,561
Total liabilities and stockholders' equity      $43,897       $47,499
    See accompanying notes to the consolidated financial statements.
</TABLE>
                                       Atlantic Coast Airlines, Inc.
                                                      and Subsidiary
                               Consolidated Statements of Operations
                                                         (Unaudited)
<TABLE>
<CAPTION>

Three months ended March 31,                                           
(In thousands except for earnings per share         1996         1995
data)
<S>                                                 <C>         <C>
Revenues:
Passenger                                             $37,131      $29,953
Other                                                     726          727
Total revenues                                         37,857       30,680
                                                                          
Operating expenses:                                                       
Salaries and related costs                             10,652        9,389
Aircraft fuel                                           3,694        2,995
Aircraft maintenance and materials                      3,661        4,203
Aircraft rentals and landing fees                       7,959        6,857
Traffic commissions and related fees                    6,052        5,215
Depreciation and amortization                             641          543
Other                                                   4,343        4,263
     Restructuring charges (reversals)              (263)           -
Total operating expenses                          36,739       33,465
                                                                          
Operating income (loss)                                 1,118      (2,785)
                                                                          
Other income (expense):                                                   
Interest expense                                         (244)       (400)
Interest income                                            23            3
Other income                                                1            -
Total other expense                                      (220)       (397)
                                                                          
Income (loss) before income tax provision                 898      (3,182)
Income tax provision                                       36            -
                                                                          
Net income (loss)                                     $   862     $(3,182)
                                                                          
Earnings (loss) per common and common equivalent        $0.10      $(0.38)
share
                                                                          
Weighted average common and common equivalent           8,910        8,315
shares
   See accompanying notes to the consolidated financial statements.
</TABLE>
                                                                      
                                         Atlantic Coast Airlines, Inc.
                                                        and Subsidiary
                                 Consolidated Statements of Cash Flows
                                                           (Unaudited)
<TABLE>
<CAPTION>
                                                                      
Three months ended March 31,                                         
(In thousands)                                       1996        1995
<S>                                            <C>         <C>
Cash flows from operating activities:
   Net income (loss)                                 $    862     $ (3,182)
   Adjustments to reconcile net income (loss) to                          
net cash provided by (used in) operating
activities:
     Depreciation and amortization                        641          543
     Provision for uncollectible accounts                  15           71
      Changes in operating assets and                                
liabilities:
       Accounts receivable                        (2,737)      (2,399)
       Expendable parts and fuel inventory           (19)         331
       Prepaid expenses and other current           (545)       2,100
assets
       Accounts payable                             (560)      (2,111)
       Accrued liabilities                           653          106
Net cash used in operating activities             (1,690)      (4,541)
Cash flows from investing activities:                                
   Purchase of property and equipment               (246)      (1,166)
   Proceeds from sales of fixed assets                 -        1,579
   Decrease in deposits                                -           62
Net cash (used in) provided by investing            (246)         475
activities
Cash flows from financing activities:                                
   Proceeds from issuance of long-term debt            -        4,300
   Payments of long-term debt                       (323)        (288)
   Payments of capital lease obligations            (200)        (186)
   Net (decrease) increase in balance owing on                        
line of      credit with financial institution        16         (257)
   Deferred financing costs                          (41)           -
   Proceeds from exercise of stock options           110            7
   1995 cumulative preferred dividends paid in      (335)           -
1996
   Redemption of Series A cumulative                                 
convertible            preferred stock            (3,825)           -
Net cash (used in) provided by financing          (4,598)       3,576
activities
Net decrease in cash and cash equivalents         (6,534)        (490)
Cash and cash equivalents, beginning of period     8,396        2,290
Cash and cash equivalents, end of period        $  1,862     $  1,800
      See accompanying notes to the consolidated financial statements.
</TABLE>

             ATLANTIC COAST AIRLINES, INC. AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   (Information as of March 31, 1996, and for the three months ended
                     March 31, 1996, is unaudited)
                                   
1.   BASIS OF PRESENTATION

The  consolidated  financial  statements  included  herein  have  been
prepared by Atlantic Coast Airlines, Inc. ("ACAI") and its subsidiary,
Atlantic  Coast  Airlines, (together, the "Company"),  without  audit,
pursuant  to the rules and regulations of the Securities and  Exchange
Commission.  The  information furnished in the consolidated  financial
statements  includes  normal recurring adjustments  and  reflects  all
adjustments which are, in the opinion of management, necessary  for  a
fair  presentation of such consolidated financial statements.  Results
of operations for the three month period presented are not necessarily
indicative of the results to be expected for the year ending  December
31,  1996.  Certain  information  and  footnote  disclosures  normally
included   in  the  consolidated  financial  statements  prepared   in
accordance  with  generally accepted accounting principles  have  been
condensed or omitted pursuant to such rules and regulations,  although
the  Company  believes that the disclosures are adequate to  make  the
information  presented  not misleading. These  consolidated  financial
statements  should  be  read  in  conjunction  with  the  consolidated
financial statements, and the notes thereto, included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.

2.   EARNINGS PER SHARE

Earnings  (loss) per share is based on the weighted average number  of
common  shares and dilutive common stock equivalents outstanding.  The
redeemable  Series A cumulative convertible preferred  stock  did  not
factor into the earnings per share computation for the current quarter
because  it  was redeemed on March 29, 1996. The preferred  stock  was
also  not  factored  into the earnings per share computation  for  the
first  quarter  of  1995  because its effect was  antidilutive.  Fully
diluted  income  (loss)  per share is not presented  as  it  does  not
materially differ from primary income (loss) per share.

3.  PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                              March 31,  December 31,
(In thousands)                                    1996          1995
<S>                                        <C>          <C>
Improvements to aircraft                        $2,243       $ 2,210
Flight equipment, primarily rotable parts       12,066        11,978
Maintenance and ground equipment                 3,332         3,267
Computer hardware and software                   1,214         1,178
Furniture and fixtures                             285           272
Leasehold improvements                             473           465
                                                19,613        19,370
Less:  Accumulated depreciation and                                     
amortization                                     4,391         3,857
                                               $15,222       $15,513
</TABLE>

4.  ACCRUED LIABILITIES

Accrued liabilities consist of the following:
<TABLE>
<CAPTION>
                                              March 31,  December 31,
(In thousands)                                    1996          1995
<S>                                       <C>           <C>
Accrued payroll and employee benefits          $ 5,015      $  4,554
Air traffic liability                            2,483         2,690
Interest                                           112            99
Aircraft rents                                     570           583
Reservations and handling                        2,413         2,155
Engine overhaul costs                            2,508         2,242
Fuel                                               907           831
Other                                            2,430         2,967
                                              $ 16,438      $ 16,121
</TABLE>

5.  DEBT

The  Company  redeemed $3.8 million in Series A cumulative convertible
preferred  stock on March 29, 1996. The preferred stock was issued  to
JSX  Capital  Corporation ("JSX"), a subsidiary of British  Aerospace,
Inc.  in  December  1994 as part of a $20 million financing  agreement
consisting  of  an  equity  investment and available  borrowings.  The
preferred stock was convertible into common stock at the option of JSX
at any time on or after September 15, 1997.

6.  INCOME TAXES

The Company's estimated effective tax rate for first quarter 1996 was
4% and is significantly lower than the statutory rate due to the
expected utilization of net operating loss carryforwards and tax
credits. A significant increase in projected pretax income would be
the primary reason for any future revision in the estimated effective
tax rate.

7.  RESTRUCTURING CHARGES

In  1994 the Company commenced a major restructuring plan.  The  basis
of  the  plan  was  to simplify the fleet by eliminating  the  Embraer
Brasilia   EMB-120  ("EMB-120")  and  deHavilland  Dash-8   ("Dash-8")
aircraft  fleets  in conjunction with the elimination of  unprofitable
routes,  the consolidation of maintenance bases and other cost  saving
measures.

The  Company  concluded the EMB-120 restructuring plan as of  December
31,  1995.   There are no remaining reserves related  to  the  EMB-120
restructuring  and all obligations under the various  agreements  have
been satisfied.

The  Company's  agreement  with United Airlines,  Inc.  ("United")  to
return  twelve  Dash-8  aircraft is materially complete.   During  the
first  quarter  of  1996  the  Company reversed  excess  restructuring
reserves  of  approximately $0.3 million related to  estimated  return
provisions, unused aircraft ferrying reserves, legal fees,  and  other
miscellaneous items.  Remaining reserves as of March 31, 1996, consist
of  approximately  $0.2 million for the closing  of  the  Stewart,  NY
maintenance base and $0.1 million for a final reconciliation of  spare
parts and other receivables with Mountain West Airlines, a division of
Mesa Air Group, Inc.

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations

Management's Discussion and Analysis contains forward-looking
statements which involve risks and uncertainties. The Company's actual
results may differ significantly from the results discussed in the
forward-looking statements. Certain factors that could cause the Company's
future results to differ materially are discussed below and in 
the Company's Annual Report on Form 10-K for the year ended December 31, 1995.


Results of Operations

                    First Quarter Operating Results
<TABLE>
<CAPTION>
                                                               Increase
                                                             (Decrease)
Three months ended March 31,               1996      1995      % Change
<S>                                    <C>       <C>       <C>
Revenue passenger miles (RPM's)          72,752    70,408          3.3%
(000's)
Available seat miles (ASM's) (000's)    173,755   175,331        (0.9%)
Passenger load factor                     41.9%     40.2%       1.7 pts
Revenue passengers carried              299,574   286,247          4.7%
Average yield per RPM (cents)              51.0      42.5         20.0%
Cost per ASM (cents) 1                     21.3      19.1         11.5%
Average passenger trip length (miles)       243       246        (1.2%)
Break-even passenger load factor 2        40.9%     43.9%     (3.0 pts)
</TABLE>

1. "Cost per available seat mile" represents total operating expenses
(in 1996, before restructuring charges) divided by available seat
miles.
2. "Break-even passenger load factor" represents the percentage of
available seat miles which must be flown by revenue passengers for the
airline to break-even after operating expenses (in 1996, before
restructuring charges).

<TABLE>
<CAPTION>
Aircraft in service at March 31:             1996      1995
<S>                                     <C>        <C>
  British Aerospace Jetstream-32 ("J-          29        29
32")
  British Aerospace Jetstream-41 ("J-          27        20
41")
                                                           
 Total aircraft                                56        49
</TABLE>

Comparison of three months ended March 31, 1996, to three months ended
March 31, 1995.

           In  the  first quarter of 1996 the Company had consolidated
net  income of $862,000 compared to a net loss of $3.2 million in  the
first  quarter  of  1995.   The improvement in  financial  performance
resulted primarily from additional revenue generated by higher  yields
and  increased revenue passengers partially offset by an  increase  in
operating  expenses  of 9.8%, largely reflecting additional  passenger
related costs, profit sharing expenses, and weather related costs. The
increase  in operating expenses would have been greater except  for  a
restructuring  charge  reversal  and other  out-of-period  adjustments
discussed below.

           Total revenue increased approximately $7.2 million or 23.4%
during  the  first quarter 1996 over the same quarter  in  1995.  This
increase  is due to a 4.7% increase in revenue passengers carried  and
increases  in  fares in the Company's markets.  In the  first  quarter
1996  yield  increased  8.5  cents to 51.0  cents  versus  42.5  cents
reflecting  improvement  in the Company's  yield  management  and  the
effect  of fare increases. Management believes that the fare increases
resulted  in part from the expiration of the aviation trust fund  tax,
also  known as the "ticket tax", on December 31, 1995. The  amount  of
the  increases  directly  due  to this factor  cannot  be  determined.
Revenue  passenger  miles increased 3.3% while  ASM's  decreased  0.9%
leading to a 1.7 point increase in load factor from 40.2 % to 41.9%.

           Salaries and related costs increased $1.3 million or  13.5%
in  the  first  quarter  1996 versus the  same  period  in  1995.  The
increased  expenses largely reflect profit sharing  program  costs  of
$0.7  million in the first quarter of 1996 compared to no  expense  in
the  first quarter of 1995, contractual wage increases for pilots  and
flight attendants, and additional salary expense associated with pilot
training.

           Aircraft fuel expense increased approximately $0.7  million
or  23.3%  in the first quarter 1996 compared to the first quarter  of
1995.  The  increase in fuel expense resulted from a 3.8% increase  in
block hours and a 21.3% increase in the total cost per gallon of fuel.
The  cost increase in the first quarter 1996 resulted from both higher
fuel prices and the 4.3 cent per gallon fuel tax imposed in October of
1995.  Aircraft  fuel  prices fluctuate with  a  variety  of  factors,
including  the price of oil, and future increases or decreases  cannot
be  predicted  with  a  high  degree of certainty.  There  can  be  no
assurance  that  further  increases  will  not  adversely  affect  the
Company's operating costs.

            Aircraft   maintenance  and  materials  expense  decreased
approximately $0.5 million or 12.9% in the first quarter 1996 compared
to  the first quarter 1995. The decrease resulted from the elimination
of  the  Dash-8  aircraft  from the Company's  fleet,  as  well  as  a
favorable inventory adjustment of approximately $0.2 million resulting
from  an inventory reconciliation. The addition of seven J-41 aircraft
since  the  first quarter of 1995 also contributed to the  decline  in
maintenance  expense  due to the increased number  of  aircraft  under
warranty.

           Aircraft  rentals and landing fees increased  approximately
$1.1  million or 16.1% in the first quarter 1996 compared to the first
quarter of 1995. The increase results primarily from the addition of
seven  J-41  aircraft, partially offset by a decrease in landing  fees
related to the operation of lighter aircraft.

          Traffic commissions and related fees increased approximately
$0.8  million or 16.0% in the first quarter 1996 compared to the first
quarter  1995.   The increase is attributable to a  3.9%  increase  in
revenue passengers and a contractual rate increase in the program fees
to  United.   The  increase  was offset by  a  9.7%  decrease  in  the
effective commission rate as a result of the commission cap on  travel
agency  tickets implemented in 1995 and increased usage of  electronic
tickets.  Segment booking fees increased primarily due to the  greater
number   of  transactions  per  passenger  resulting  from  additional
rebookings  brought  about by the severe winter weather  on  the  East
Coast during the first quarter of 1996.

           Depreciation and amortization increased approximately  $0.1
million or 18.0% in the first quarter 1996 compared to the same period
in  1995.  The  increase  results primarily from  the  acquisition  of
additional rotable spare parts and computer equipment since the  first
quarter of 1995.

           The total of other operating expenses did not significantly
vary  for  the first quarter of 1996 compared to the first quarter  of
1995.  Year over year differences included an increase of $0.3 million
in  glycol  de-icing  expense due to the  severe  winter  weather,  an
increase  in  J-41  pilot training expense of $0.2 million,  favorable
adjustments  of prior period accruals for denied boarding compensation
and  passenger  claims expense of $0.4 million,  and  a  $0.2  million
credit from an engine manufacturer.

           In  the  first  quarter  1996 the Company  reversed  excess
restructuring  reserves of $0.3 million related  to  the  Dash-8.  The
reversal  consisted  of  $0.2  million  related  to  estimated  return
provisions and $0.1 million related to ferrying costs, legal fees  and
other miscellaneous items.

            Total  operating  expenses  increased  approximately  $3.3
million during the first quarter 1996 compared to the same period last
year.  Operating  expenses increased as a result of greater  passenger
related  expenses associated with the higher number of passengers  and
revenue  as  well  as  increased profit  sharing  expenses.  Cost  per
available  seat  mile increased from 19.1 cents in the  first  quarter
1995  to  21.3 cents in the same period 1996. The increased  cost  per
available  seat  mile largely reflects decreased ASM's resulting  from
reduced operations during the periods of severe winter weather.

          The Company's estimated effective tax rate for first quarter
1996 was 4% and is significantly lower than the statutory rate due  to
the  expected utilization of net operating loss carryforwards and  tax
credits.  A significant increase in projected pretax income  would  be
the  primary reason for any future revision in the estimated effective
tax rate.


Liquidity and Capital Resources

           The  Company  has financed its working capital requirements
through  a  combination of internally generated funds and supplemental
borrowings  under an accounts receivable financing facility.  The  net
cash  used in operating activities of the Company was $1.7 million  as
of  March  31, 1996, compared to the use of $4.5 million for the  same
period of 1995.

     Restructuring

           In  1994 the Company commenced a major restructuring  plan.
The basis of the plan was to simplify the fleet by eliminating the EMB-
120 and Dash-8 aircraft fleets in conjunction with the elimination  of
unprofitable routes, the consolidation of maintenance bases and  other
cost saving measures.

           The Company concluded the EMB-120 restructuring plan as  of
December 31, 1995.  There are no remaining reserves related to the EMB-
120  restructuring  and all obligations under the  various  agreements
have been satisfied.

           The Company's agreement with United to return twelve Dash-8
aircraft is materially complete.  During the first quarter of 1996 the
Company  reversed excess restructuring reserves of approximately  $0.3
million  related  to  estimated  return  provisions,  unused  aircraft
ferrying reserves, legal fees, and other miscellaneous items.

           Remaining  reserves  as  of  March  31,  1996,  consist  of
approximately  $0.2  million  for  the  closing  of  the  Stewart,  NY
maintenance base and $0.1 million for a final reconciliation of  spare
parts and other receivables with Mountain West Airlines, a division of
Mesa Air Group, Inc.

     Other Financing

            In  December  1994  the  Company  completed  its  plan  of
recapitalization  with  an  aircraft  supplier  which   included   the
conversion  of  an outstanding loan on a revolver credit  facility  of
$10.0  million  to  equity,  an additional $1.0  million  cash  equity
investment,  creation of a term loan facility in the  amount  of  $4.0
million, and a new revolver line of credit facility of $5.0 million.

           In the first quarter 1995 the Company borrowed $4.0 million
on  the  term  loan facility. On December 29, 1995, the Company  fully
prepaid  the loan at a discount and recorded an extraordinary gain  of
$0.4 million.

           As  of April 25, 1996, the Company had not borrowed against
the  revolver  credit  facility.  The  $2.5  million  credit  facility
expires  on August 31, 1996, and the Company does not intend to  renew
it.

          During the first quarter of 1995, the Company entered into a
loan  agreement  for  $0.3 million payable over a  three  year  period
commencing  March 1, 1995, at an interest rate of 9.0% per annum.  The
proceeds of the loan were used to purchase two de-ice trucks  for  use
at the Company's hub operations at Washington-Dulles.

     Capital Equipment and Debt Service

           On  March  29,  1996,  the Company redeemed  the  Series  A
cumulative convertible preferred stock in the amount of $3.8  million.
Dividends  for the first quarter 1996 were not paid due to  redemption
before quarter end in accordance with the terms of the preferred stock
agreement.

          Purchases of capital equipment for the first quarter of 1996
were $0.2 million compared to $1.2 million in the same period of 1995.
Capital  equipment purchased in 1996 consisted primarily of  leasehold
improvements  to  aircraft pertaining to Traffic  Collision  Avoidance
Systems,  purchases of ground service equipment, purchases of  rotable
spare  parts related to deliveries of J-41 aircraft, and purchases  of
computers  and other office equipment. For the remainder of  1996  the
Company  anticipates  spending $5.9 million on  rotable  spare  parts,
spare engines and facility improvements.

           The  Company took delivery of two J-41 aircraft during  the
first  quarter  of  1996.   The increase in future  lease  obligations
related to these aircraft is $21.6 million.

           Debt service as of March 31, 1996, is $1.9 million compared
to  $2.3  million  in the same period of 1995.  The  decrease  is  due
primarily  to  the  reduction  of  interest  expense  related  to  the
prepayment of the $4.0 million term loan.

           The  Company  believes  that, in  the  absence  of  unusual
circumstances, its cash flow from operations, the accounts  receivable
credit  facility,  and  other available equipment  financing  will  be
sufficient  to  meet its working capital needs, capital  expenditures,
and debt service requirements for the next twelve months.


     Operating Cash Flow

          The Company receives substantially all of its airline ticket
revenue under interline agreements through the Airline Clearing  House
("ACH")  which   settles at the end of the month following  the  month
during  which the revenue was earned. The Company has a line of credit
with  a financial institution to provide an adequate cash flow between
ACH  settlements.  The line is principally secured  by  the  Company's
interline  accounts receivable, and unprocessed tickets.  Interest  is
payable  monthly  at the rate of 1.5% above prime on  the  outstanding
balance  and  0.5%  on the unused line. The rate  on  the  outstanding
balance is scheduled to be reduced to 1.25% above prime as of April 1,
1996,  due to the Company meeting certain financial ratios as provided
for in the accounts receivable financing agreement.

           Accounts receivable increased $2.7 million to $17.3 million
at  March  31, 1996, compared to $14.6 million at December  31,  1995.
The increase is primarily attributed to the increased passenger ticket
receivables resulting from $15.5 million in passenger revenue in March
1996 compared to passenger revenue of $11.3 million in December 1995.

          Expendable parts and fuel inventory during the first quarter
1996  remained  unchanged  at approximately $1.9  million.  The  parts
inventory consists of spare parts for the J-31 and J-41 aircraft.

           Prepaid  expenses  and other current  assets  increased  to
approximately $2.3 million at March 31, 1996, compared to $1.8 million
at  December 31, 1995, due to the timing of estimated tax payments and
the increases in prepaid aircraft insurance.

           Accounts  payable decreased to $3.0 million  at  March  31,
1996,  compared  to  $3.5 million at December 31,  1995,  due  to  the
receipt  of  a  vendor credit, and continued reduction of  outstanding
payables.

           Long-term debt decreased $0.3 million in the first  quarter
of  1996  as a result of scheduled payments on existing debt.  Capital
lease  obligations  decreased approximately $0.2  million  during  the
first  quarter  of 1996, also due to scheduled payments  made  on  the
Company's various leases.

           Accrued liabilities increased to $16.4 million at March 31,
1996,  from  $16.1 million at December 31, 1995.  The major components
of the change are as follows:
          
     Air  traffic  liability decreased $0.2 million due to adjustments
     of estimates for ticket rejects from other carriers.
     
     Accrued  reservations  and handling fees increased  approximately
     $0.3  million due to a contractual rate increase in program  fees
     to United, increased segment booking fees charged by the computer
     reservation  system vendors resulting from increased  passengers,
     additional fees for the rebooking of passengers due to the severe
     winter weather, and accruals for passenger claims expense.
     
     Accrued fuel increased approximately $0.1 million due to a  21.3%
     increase in the total cost per gallon of fuel.
     
     Other   accrued   liabilities  increased  approximately   $0.1
     million.


                                   
                                   
Part II .  Other Information


     ITEM 1.  Legal Proceedings.

           In a suit filed against the Company on November 2, 1994, in
U.S.  District  Court  for  the Southern District  of  New  York,  the
Aircraft  Mechanics  Fraternal Association  (AMFA),  representing  the
Company's  mechanics,  challenged the right of  the  Company  to  make
certain  work rule changes between the time of the union certification
in March 1994 and prior to an initial collective bargaining agreement,
which  has  not  yet been reached. On November 9, 1994,  the  District
Court  upheld  the  Company's  right  to  make  those  changes.   AMFA
subsequently  appealed  to the U.S. Court of Appeals  for  the  Second
Circuit.  On May 19, 1995, the Court of Appeals affirmed the  District
Court's decision in favor of the Company, Aircraft Mechanics Fraternal
Association v. Atlantic Coast Airlines, 55 F. 3d 90.

           On  August  1,  1995, AMFA filed a motion  for  declaratory
judgment  on a remaining cause of action in the first case,  asserting
that  if  ACA  has the right to make unilateral work rule changes,  no
matter  how small, the union may have a right to strike.  ACA  opposed
this  motion, and on December 14, 1995, the U.S. District Court  ruled
in  the Company's favor, including the explicit holding that the union
is  prohibited  from striking under current circumstances.   AMFA  has
announced  its intention to appeal this decision to the U.S. Court  of
Appeals  for the Second Circuit, but as of April 30, 1996,  an  appeal
had not yet been scheduled.


     ITEM 2.  Changes in Securities.

        None to report.

     ITEM 3.  Defaults Upon Senior Securities.

        None to report.

     ITEM 4.  Submission of Matters to a Vote of Security Holders.

        None to report.

     ITEM 5.  Other Information.

        None to report.


     ITEM 6.  Exhibits and Reports on Form 8-K.

     (a)  Exhibits

          27.1   Financial Data Schedule

     (b)  Reports on Form 8-K

          A  report  on Form 8K was filed on April 9, 1996,  reporting
          the   redemption  of  the  Company's  Series  A   cumulative
          convertible preferred stock on March 29, 1996.

                              SIGNATURES
                                   
                                   
                                   
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.





                              ATLANTIC COAST AIRLINES, INC.


<TABLE>
<S>                           <C>
May 15, 1996                  By:  /S/ James B. Glennon
                                   James B. Glennon
                                   Senior Vice President and Chief
Financial Officer


May 15, 1996                  By:  /S/ Kerry B. Skeen
                                   Kerry B. Skeen
                                   President and Chief Executive
Officer
</TABLE>







<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED
AS PART OF THE QUARTERLY REPORT ON FROM 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH QUARTERLY REPORT ON FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                           1,862
<SECURITIES>                                         0
<RECEIVABLES>                                   17,359
<ALLOWANCES>                                         0
<INVENTORY>                                      1,869
<CURRENT-ASSETS>                                23,363
<PP&E>                                          15,222
<DEPRECIATION>                                     641
<TOTAL-ASSETS>                                  43,897
<CURRENT-LIABILITIES>                           21,811
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           168
<OTHER-SE>                                      15,491
<TOTAL-LIABILITY-AND-EQUITY>                    43,897
<SALES>                                              0
<TOTAL-REVENUES>                                37,857
<CGS>                                                0
<TOTAL-COSTS>                                   36,739
<OTHER-EXPENSES>                                   220
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 244
<INCOME-PRETAX>                                    898
<INCOME-TAX>                                        36
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       862
<EPS-PRIMARY>                                    $0.10
<EPS-DILUTED>                                        0
        


</TABLE>


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