Exhibit 10.247



                NON-OFFICER OPTION GRANT PROGRAM
                               OF
             ATLANTIC COAST AIRLINES HOLDINGS, INC.



           There  are 400,000 shares reserved for issuance  under
the  Non-Officer Option Grant Program.  Options granted under the
Non-Officer Option Grant Program are subject to the same terms as
non-qualified  stock  options granted under  the  Company's  1995
Stock  Incentive Plan or the Company's 2000 Stock Incentive  Plan
(both  of  which were approved by shareholders), as specified  in
the  terms  of  any  such grant.  The exercise price  of  options
granted  under  the plan can not be less than 100%  of  the  fair
market  value  of a share of the Company's stock  on  the  option
grant  date.  Options are granted by the Chief Executive  Officer
of  the Company with approval from the Compensation Committee  of
the  Board  of Directors.  Stock options granted under  the  Non-
Officer Option Program generally vest over a period ranging  from
[three  to  five  years] and expire 10 years after  the  date  of
grant.


           Grant  agreements under the Non-Officer  Option  Grant
Program substantially are in the same form as the grant agreement
filed as Exhibit 10.25(c) with this Annual Report on
Form  10-K  and  contain  the following additional  term:   "NOW,
THEREFORE,  by  executing this Option Agreement and  for  and  in
consideration of these premises, Optionee agrees that this Option
and   Option   Agreement  shall  be  treated,   interpreted   and
administered  as if granted under the Plan, that  all  terms  not
defined  in this Option Agreement shall have the meaning provided
for  under  the  Plan,"   The "Plan" is  defined  either  as  the
Company's  1995 Stock Incentive Plan or the Company's 2000  Stock
Incentive Plan, depending on the grant agreement.