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Prospectus Supplement Filed pursuant to
Rule 424(b)(3)
December 8, 1998 SEC File Number 333-35429
(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 Holdings, Inc., a Delaware corporation (the "Company"),
and the resale of shares of common stock, par value $.02 per share
(the "Common Stock") of the Company issuable upon conversion thereof
(the "Conversion Shares") is hereby amended to increase the principal
amount of Notes owned by the Selling Securityholder listed below to be
as follows:
Principal Amount Percent of Total
Selling Securityholder of Notes Owned Outstanding Notes
Deutsche Bank A.G. London $180,000 *
_______________________
* Percentage is based on original amount outstanding; percentage of
present amount outstanding is less than one percent.
