2
Prospectus Supplement Filed pursuant to
Rule 424(b)(3)
October 7, 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 as follows:
The following entities are hereby named as Selling
Securityholders as contemplated on page 30 of the Prospectus:
Principal Amount Percent of
Total
Selling Securityholders of Notes Owned
Outstanding Notes
Deutsche Bank A.G. London $150,000
*
Telefix Sales, Inc. $300,000 *
_______________________
* Percentages are based on original amount outstanding; Percentage
of present amount outstanding is 1.5% for Telefix Sales, Inc. and less
than 1% for Deutsche Bank A.G. London.
WA982780.130/1+
