ATLANTIC COAST AIRLINES HOLDINGS INC
FORM OF STOCK OPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>paula.txt
<DESCRIPTION>FORM OF STOCK OPTION AGREEMENT
<TEXT>
Exhibit 10.25(a)

                   PRIVILEGED AND CONFIDENTIAL


             ATLANTIC COAST AIRLINES HOLDINGS, INC.
                INCENTIVE STOCK OPTION AGREEMENT


This  Incentive  Stock Option Agreement ("Option  Agreement")  is
between  Atlantic  Coast  Airlines  Holdings,  Inc.,  a  Delaware
Corporation (the "Company"), and the employee named in Section  1
below (the "Optionee").

                      W I T N E S S E T H:

WHEREAS, the Company has adopted stock compensation plans for the
purpose of encouraging ownership of common stock, $.02 par  value
("Common  Stock"), of the Company by eligible key  employees  and
directors  of  the Company, of providing increased incentive  for
such  employees  and directors to render services  and  to  exert
maximum  effort for the business success of the Company,  and  of
further   strengthening  the  identification  of  employees   and
directors with the stockholders; and

WHEREAS,  Section 422 of the Internal Revenue Code provides  that
an  employee  shall not be taxed upon exercise of an option  that
qualifies  as  an  incentive  stock  option,  provided  that  the
employee does not dispose of the shares acquired upon exercise of
such  option until two years after the option is granted  to  the
employee and one year after the option is exercised; and

WHEREAS,  the Company, acting through the Compensation  Committee
of  its Board of Directors or any person to whom it has delegated
its   authority  (the  "Committee"),  has  determined  that   its
interests  will  be advanced by the issuance to  Optionee  of  an
incentive   stock  option  under  the  stock  compensation   plan
identified  below,  as  such may previously  or  subsequently  be
amended (the "Plan").

NOW, THEREFORE, for and in consideration of these premises it is
agreed as follows:

1.   Identifying Provisions: As used in this Option Agreement,
the following terms shall have the following respective meanings:

(a)  Optionee:



(b)  Date of Grant:


(c)  Name of Plan:


(d)  Number of shares subject to Option Agreement:


(e)  Exercise Price per share: $


(f)  Expiration Date:


(g)  Annual Vesting Percentage:

(h)  Anniversary for Full Vesting:

2.    Option.   Subject  to  the terms and  conditions  contained
herein,  the  Company  hereby grants to Optionee  the  right  and
option  ("Option") to purchase from the Company up to that number
of  shares  of  Common Stock specified in Section  1(d)  of  this
Option  Agreement,  at a price per share equal  to  the  Exercise
Price  specified in Section 1(e) of this Option Agreement.   This
Option  is intended to qualify to the maximum extent possible  as
an  incentive  stock  option under Section 422  of  the  Internal
Revenue  Code  (the  "Code"), and therefore meets  the  following
requirements:  (i) the Exercise Price is not less than  the  fair
market  value  of the Common Stock on the date when  the  Company
completed  the corporate action  constituting an offer  of  stock
for sale to the Optionee; (ii) the Option is not exercisable more
than one year after the employee ceases to be employed because of
death  or  a  disability (as defined in Section 22(e)(3)  of  the
Code)  or three months after the Optionee otherwise ceases to  be
an  employee of the Company or its parent or a subsidiary,  (iii)
the  Optionee is not a greater than ten percent shareholder  (or,
if  Optionee  is,  such further conditions  required  under  Code
Section 422 have been satisfied), and (iv) such option shall  not
be  exercisable more than ten years after the date on which  such
option  is granted. The Code further provides that option  shares
do not qualify for incentive stock option treatment if and to the
extent  that  (i)  the aggregate Exercise Price for  shares  that
could  be purchased under the Option in the year the Option first
became  exercisable  as to such shares, plus (ii)  the  aggregate
exercise  price  for  shares under any of  the  Optionee's  other
concurrently  or previously granted incentive stock options  that
first  became  exercisable in that same  calendar  year,  exceeds
$100,000.   Therefore, notwithstanding anything to  the  contrary
herein,  if and to the extent that any shares are issued under  a
portion  of  this  Option  that  exceeds  the  forgoing  $100,000
limitation, such shares shall not be treated as issued  under  an
incentive stock option.

3.    Option  Period.   The  Option herein  granted  may  not  be
exercised  or exercisable after the Expiration Date specified  in
Section 1(f) of this Option Agreement.  This Option shall not  be
exercisable  on the Date of Grant, but, subject to  such  further
terms  and  limitations set forth herein, on each anniversary  of
the  Date  of  Grant  this  Option shall  become  exercisable  to
purchase,  and shall vest with respect to, a number of shares  of
Common  Stock (rounded to the nearest whole share) equal  to  the
Annual   Vesting  Percentage  (as  specified  in  Section   1(g))
multiplied  by the total number of shares subject to this  Option
Agreement  (as specified in Section 1(d), without regard  to  any
previous exercises of this Option), so that as of the anniversary
of  the Date of Grant specified in Section 1(h) this Option shall
have  become fully exercisable and vested as to the total  number
of shares subject to this Option Agreement.

4.    Procedure for Exercise.  The Option herein granted  may  be
exercised by written notice by Optionee to the Secretary  of  the
Company  setting forth the number of shares of Common Stock  with
respect  to  which the Option is to be exercised, and  specifying
such further information regarding delivery of such shares as the
Secretary  of the Company may reasonably request.  Payment  shall
be  by means of cash, or a cashier's check or bank draft, payable
to  the  order of the Company, by a commitment from  a  brokerage
firm  acceptable  to  the Secretary of the  Company  to  pay  the
aggregate  Exercise  Price from proceeds  of  a  sale  of  shares
issuable  on  exercise of the Option, or at  the  option  of  the
Optionee, in Common Stock theretofore owned by such Optionee  for
at  least six months (or a combination of cash and Common Stock).
As  promptly  as practicable after exercise of this  Option,  the
Company  shall issue to Optionee the number of shares  of  Common
Stock with respect to which such Option has been so exercised.

5.    Termination  of Employment.  If Optionee's employment  with
the  Company is terminated prior to the Expiration Date  for  any
reason   other  than  death  or  disability,  the  Option   shall
immediately terminate to the extent it is not exercisable on  the
date of Optionee's termination of employment.  To the extent that
the  Option  is exercisable on the date of Optionee's termination
of  employment for any reason other than death or disability, the
Option  may be exercised at any time on or before the earlier  of
(i)  the close of business on the thirtieth (30th) day after such
date of termination of employment, and (ii) the Expiration Date.

6.    Disability  or  Death.  If Optionee's employment  with  the
Company  is  terminated by Optionee's disability  or  death,  the
Option  shall  immediately terminate to  the  extent  it  is  not
exercisable  on  such date.  To the extent  that  the  Option  is
exercisable  on the date of Optionee's termination of  employment
on account of disability or death, the Option may be exercised by
Optionee, his executor or administrator, or the person or persons
to whom his rights under this Option Agreement shall pass by will
or  by the laws of descent and distribution, as the case may  be,
at  any time on or before the earlier of (i) the date that is one
(1)  year  from the date of Optionee's death or the date  of  the
determination  of Optionee's disability, and (ii) the  Expiration
Date.  Optionee shall be deemed to be disabled if, in the opinion
of  a  physician  selected by the Committee, he is  incapable  of
performing  services for the Company by reason of  any  medically
determinable physical or mental impairment which can be  expected
to  result  in  death or to be of long, continued and  indefinite
duration.

7.    Transferability.  This Option shall not be transferable  by
Optionee  otherwise than by Optionee's will or  by  the  laws  of
descent  and distribution.  During the lifetime of Optionee,  the
Option shall be exercisable only by him.  Any heir or legatee  of
Optionee shall take rights under this Option subject to the terms
and  conditions  of this Option Agreement.  No such  transfer  of
this  Option Agreement to heirs or legatees of Optionee shall  be
effective to bind the Company unless the Company shall have  been
furnished with written notice thereof and a copy of such evidence
as  the Committee may deem necessary to establish the validity of
the  transfer and the acceptance and assumption by the transferee
or  transferees  of the obligations of the Optionee  and  of  the
other terms and conditions hereof.

8.    No Rights as Stockholder.  Optionee shall have no rights as
a  stockholder with respect to any shares of Common Stock covered
by  this Option Agreement until the date of issuance of shares of
Common Stock purchased pursuant to this Option Agreement.   Until
such time, Optionee shall not be entitled to dividends or to vote
at  meetings  of  the  stockholders of the  Company.   Except  as
provided in paragraph 10 hereof, no adjustment shall be made  for
dividends  (ordinary  or  extraordinary,  whether  in   cash   or
securities  or  other  property) paid or distributions  or  other
rights granted in respect of any share of Common Stock for  which
the  record date for such payment, distribution or grant is prior
to  the date upon which the Optionee shall have been issued share
certificates, as provided hereinabove.

9.     Extraordinary  Corporate  Transactions.   If  the  Company
experiences  a  "Fundamental Change" that  is  not  a  "Corporate
Change"  (as those terms are defined in the Plan), the  Committee
may  make appropriate and proportionate adjustments in the number
and  type of shares or other securities or cash or other property
that  may thereafter be acquired upon the exercise of the Option;
provided, however, that any such adjustments in the Option  shall
be  made  without changing the aggregate Exercise Price  for  the
then   unexercised  portion  of  the  Option.   If  the   Company
experiences a "Fundamental Change" that is a "Corporate  Change,"
the Option granted hereunder shall be treated as specified by the
Committee in its sole discretion on or prior to the date that the
Corporate Change occurs, which treatment Optionee hereby consents
to as a condition to receipt of this Option, or, if the Committee
has  not  otherwise  provided on or prior to the  date  that  the
Corporate  Change  occurs,  the Option  granted  hereunder  shall
become  100% exercisable as of the date of such Corporate  Change
as provided in the Plan.

10.   Compliance  With Securities Laws.  Upon the acquisition  of
any shares pursuant to the exercise of the Option herein granted,
Optionee  (or  any  person  acting  under  paragraph  7  of  this
Agreement)   shall   enter  into  such  written  representations,
warranties  and agreements as the Company may reasonably  request
in  order to comply with applicable securities laws or with  this
Option Agreement.

11.   Compliance  With Laws.  Notwithstanding any  of  the  other
provisions hereof, Optionee agrees that he will not exercise  the
Option granted hereby, and that the Company will not be obligated
to  issue  any shares pursuant to this Option Agreement,  if  the
exercise  of the Option or the issuance of such shares of  Common
Stock  would  constitute a violation by the Optionee  or  by  the
Company  of  any  provision  of any  law  or  regulation  of  any
governmental authority.  The certificates representing the shares
of  Common  Stock  purchased by exercise of  an  Option  will  be
stamped or otherwise imprinted with legends in such form  as  the
Company or its counsel may require with respect to any applicable
restrictions  on sale or transfer and the stock transfer  records
of  the  Company  will  reflect stop-transfer  instructions  with
respect to such shares.

12.   Withholding  of Tax.  If the Company becomes  obligated  to
withhold  an amount on account of any tax imposed as a result  of
the exercise of the Option or the disposition of shares of Common
Stock  acquired  by  exercise of this Option, including,  without
limitation, any federal, state, local or other income tax, or any
F.I.C.A.,  Medicare,  state disability  insurance  tax  or  other
employment tax, the Optionee shall be obligated, as of the  first
date on which the Company is so obligated, to pay such amounts to
the Company in cash or check, or other property acceptable to the
Secretary  of  the Company in his sole discretion;  and,  if  the
Optionee fails to make such payment, the Company is authorized by
the  Optionee  to withhold from any payments then  or  thereafter
payable  to  the  Optionee, any such amounts or the  Company  may
otherwise  refuse  to  issue  or transfer  any  shares  otherwise
required  to  be  issued  or transferred pursuant  to  the  terms
hereof.   The  Committee may, in its sole discretion,  allow  the
Optionee  to pay any such amounts through the surrender of  whole
shares  of  Common Stock or by having the Company withhold  whole
shares  of  Common Stock otherwise issuable upon the exercise  of
this  Option.  Any such shares surrendered or withheld  shall  be
valued  at their market value, determined by such method  as  the
Secretary  of the Company in his sole discretion shall determine,
equal to the sums required to be withheld as of the date on which
the amount of tax to be withheld is determined.

13.   Resolution of Disputes.  As a condition of the grant of the
Option  hereby  and of the ability to exercise  the  Option,  the
Optionee  and  his heirs, successors and personal representatives
agree  that any dispute or disagreement which may arise hereunder
shall  be determined by the Committee in its sole discretion  and
judgment,  and that any such determination and any interpretation
by  the Committee of the terms of this Option Agreement shall  be
final and shall be binding and conclusive, for all purposes, upon
the   Company,  Optionee,  his  heirs,  successors  and  personal
representatives.

14.   Notices.   Every notice hereunder shall be in  writing  and
shall  conclusively  be  deemed to be given  only  if   given  by
registered or certified mail.  All notices of the exercise of any
Option  hereunder  shall be directed to Atlantic  Coast  Airlines
Holdings,   Inc.,  515-A  Shaw  Road,  Dulles,  Virginia   20166,
Attention:  Secretary.   Any  notice  given  by  the  Company  to
Optionee directed to him at his address on file with the  Company
shall  be  effective to bind him and any other person  who  shall
have  acquired rights hereunder.  The Company shall be  under  no
obligation  whatsoever  to  advise  Optionee  of  the  existence,
maturity or termination of any of Optionee's rights hereunder and
Optionee  shall be deemed to have familiarized himself  with  all
matters contained herein and in the Plan which may affect any  of
Optionee's rights or privileges hereunder.

15.    Construction  and  Interpretation.   Whenever   the   term
"Optionee" is used herein under circumstances applicable  to  any
other  person  or persons to whom this award, in accordance  with
the  provisions  of paragraph 7 hereof, may be  transferred,  the
word  "Optionee"  shall  be  deemed to  include  such  person  or
persons.  References to the masculine gender herein also  include
the  feminine  gender  for all purposes.  This  Option  Agreement
shall be administered, interpreted and enforced under the laws of
the State of Delaware.

16.  Agreement Subject to Plan.  This Option Agreement is subject
to  the  Plan (including any subsequent amendments thereto).   In
the  event  of a conflict between any term or provision contained
herein and a term or provision of the Plan, the applicable  terms
and  provisions  of  the  Plan  will  govern  and  prevail.   All
definitions  of words and terms contained in the  Plan  shall  be
applicable to this Option Agreement.

17.   Employment  Relationship.   For  purposes  of  this  Option
Agreement,  an  employee  shall  be  considered  to  be  in   the
employment  of the Company as long as he remains an  employee  of
the Company or an Affiliate (as defined in the Plan) or remains a
director  of the Company or of such an Affiliate.  Any  questions
as  to  whether  and  when there has been a termination  of  such
employment  and the cause of such termination shall be determined
by  the Committee, and its determination shall be final.  Nothing
contained  herein  shall  be construed  as  conferring  upon  the
Optionee the right to continue in the employ of the Company,  nor
shall  anything  contained herein be construed or interpreted  to
limit  the "employment at will" relationship between the Optionee
and  the  Company.  (In addition, an employee shall be considered
to  be in the employment of the Company as long as he remains  an
employee  of  any  partnership, joint venture or corporation  not
meeting the requirements of a Subsidiary but in which the Company
or  a Subsidiary is a stockholder and which is designated by  the
Committee as subject to this provision.)

18.  Binding Effect.  This Option Agreement shall be binding upon
and inure to the benefit of any successors to the Company.

IN WITNESS WHEREOF, the Option Agreement has been executed as of
the Date of Grant.


                              Atlantic Coast Airlines Holdings,
                                   Inc.



                              By:_______________________________
                                Kerry B. Skeen,
                                President and Chief Executive
                                Officer


                              Optionee


                              __________________________________
                              Name


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</DOCUMENT>
