Exhibit 10.12(d)

December 28, 2001

[Addressee
(Senior Executive Officer)]


Re:  Voluntary Reduction in Base Salary

Dear _____________:

As you know, as a result of the events affecting our industry, we
have  sought voluntary pay reductions from our senior executives.
By  signing this agreement, you acknowledge that your base salary
(also  known as base pay) shall be and has been reduced  from  an
annual  rate  of  $______________ to $___________ (the  "adjusted
annual  salary")  commencing on October 1,  2001  and  continuing
until  such  time as the Compensation Committee of the  Board  of
Directors determines that it is appropriate to restore levels  of
Compensation to the previous amounts.

During  this period, the adjusted annual salary shall be utilized
for  calculating the amount of your paychecks and for  all  other
purposes (including, for example, for purposes of calculating tax
withholding,  and  for  purposes  of  calculating  any   bonuses,
deferred  compensation,  split dollar  life  payments,  and  401K
contributions), except that for purposes of calculating severance
benefits, [retirement pay], or benefits upon a change of control,
your benefits shall be calculated as if your base salary had  not
been reduced pursuant to this letter agreement.  [In light of the
reduction   in  your  salary,  the  Compensation  Committee   has
determined  that for so long as such reduction is in effect,  the
Company  will  credit your deferred compensation account  at  the
rate  of ___________ percent (___%) of your adjusted base salary,
and  the  Company  will  pay  an equivalent  percentage  of  your
adjusted  base salary to fund premiums on your split dollar  life
insurance  policy.]  This agreement constitutes an  amendment  to
any  severance or benefit agreement between you and the  Company,
including the Severance Agreement dated _____________, 2001,  but
except  as expressly provided herein does not otherwise supercede
or amend any such agreement.

The offer of the terms as described in this letter is conditioned
upon  your acknowledgment and acceptance of these terms  by  your
return  to  the  Company of a copy of this letter signed  in  the
place indicated below.


                          ATLANTIC COAST AIRLINES HOLDINGS, INC.




     By:______________________________________



Agreed and Accepted:

Employee


__________________________


Dated:  December 28, 2001