1
Filed pursuant to Rule 424(b)(3)
S.E.C. File Number 333-35429
Prospectus Supplement
January 13, 1998
(TO PROSPECTUS DATED DECEMBER 1, 1997)
The Prospectus dated December 1, 1997 (the "Prospectus") relating
to the resale from time to time by the holders (the "Selling
Securityholders") of up to $57,500,000 aggregate principal amount
of 7% Convertible Subordinated Notes due 2004 (the "Notes") of
Atlantic Coast Airlines, Inc., a Delaware corporation (the
"Company"), and the resale of shares of the common stock, par
value $.02 per share (the "Common Stock") of the Company issuable
upon conversion thereof (the "Conversion Shares") is hereby
amended as follows:
The following entities are hereby added to the list of Selling
Securityholders set forth on page 30 of the Prospectus:
<TABLE>
<S> <C> <C>
Principal Amount Percent of Total
Selling Securityholders of Notes Owned Outstanding
Notes
HBK Finance L.P.1 $3,075,000 5.35%
HBK Offshore Fund Ltd.1 $4,675,000 8.13%
HBK Securities Ltd.1 $400,000 *
</TABLE>
* Less than one percent
1. Sole voting and dispositive power is held by HBK Investments
L.P., which acts as investment manager for the direct owner.
