S-8

As filed with the Securities and Exchange Commission on October 29, 2008.

Registration No. 333-_____

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DELTA AIR LINES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 58-0218548 (I.R.S. Employer Identification No.)

1040 Delta Boulevard

Hartsfield-Jackson Atlanta International Airport

Atlanta, Georgia 30354

(404) 715-2600 

(Address of Principal Executive Offices,

including Zip Code)

DELTA AIR LINES, INC. 2007 PERFORMANCE COMPENSATION PLAN

(Full title of the plans)

Leslie P. Klemperer, Esq.

Vice President – Deputy General Counsel & Secretary

Delta Air Lines, Inc.

P.O Box 20706

Atlanta, Georgia 30320-6001

(Name and address of agent for service)

(404) 715-2191

(Telephone number, including area code, of agent for service)

___________________________________________________

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per share (2)	Proposed Maximum  Aggregate Offering Price	Amount of Registration Fee
Common Stock	130,000,000 shares	$8.18	$1,063,400,000	$41,791.62

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock.

(2)

Estimated pursuant to Rules 457(c) and (h) under the Securities Act solely for purposes of calculating the amount of the registration fee, based upon the average of the high and low prices per share of Common Stock of Delta as reported on the New York Stock Exchange on October 27, 2008.

EXPLANATORY NOTE

The First Amendment to the Delta Air Lines, Inc. 2007 Performance Compensation Plan (the “Plan ”), which is attached hereto as Exhibit 10.2, will become effective upon the completion of the merger between a subsidiary of Delta Air Lines, Inc. (“Delta”) and Northwest Airlines Corporation (“Northwest”) pursuant to the Agreement and Plan of Merger, dated as of April 14, 2008, by and among Delta, Nautilus Merger Corporation and Northwest.  Unless otherwise indicated, the terms “Delta,” the “Company,” “we,” “us,” and “our” refer to Delta Air Lines, Inc. and its subsidiaries.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “ Securities Act ”). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed or to be filed by Delta Air Lines, Inc. (“Delta” or the “Company”) with the Securities and Exchange Commission are hereby incorporated by reference into this Registration Statement as of their respective dates:

· Annual Report on Form 10-K for the fiscal year ended December 31, 2007;

· Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008,  June 30, 2008, and September 30, 2008;

· Current Reports on Form 8-K filed on April 15, 2008; April 18, 2008; June 6, 2008; July 2, 2008, August 26, 2008, and September 25, 2008; and

· The description of the Company's Common Stock contained in the Company's Form 8-A filed on April 26, 2007.

All documents filed by Delta pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and before the filing of a post-effective amendment to this Registration Statement that indicates that all securities registered hereunder have been sold or that deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents (other than current reports containing information furnished, as opposed to filed, on Form 8-K). Any statement contained in a document incorporated or deemed incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Certain matters relating to the validity of the shares of the Company's Common Stock (the “Common Stock”) being registered hereby are being passed upon for the Company by Kenneth F. Khoury, Esq., Executive Vice President and General Counsel of the Company. Mr. Khoury participates in the Plan and has received 166,140 shares of restricted Common Stock, options to purchase 130,780 shares of Common Stock and 79,340 performance shares under the Plan.  Mr. Khoury is also eligible for benefits under Delta’s 2007 Officer and Director Severance Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of Delta. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Delta's Amended and Restated Certificate of Incorporation provides for indemnification by Delta of any of its directors, officers or employees to the fullest extent permitted by the Delaware General Corporation Law against all expenses, liability and loss incurred in connection with any action, suit or proceeding in which any such person may be involved by reason of the fact that he or she is or was a director, officer or employee.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. Delta's Amended and Restated Certificate of Incorporation provides for such limitation of liability.

Delta maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to Delta with respect to payments which may be made by Delta to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Delta pursuant to the foregoing provisions, or otherwise, Delta has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Delta of expenses incurred or paid by a director, officer or controlling person of Delta in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered Delta will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

See Exhibit Index.

ITEM 9. UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes:

(1)    to file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:

(i)          to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)        to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

1

(iii)       to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;

(2)    that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)     to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 29, 2008.

Delta Air Lines, Inc.

By:  /s/ Edward H. Bastian                                       

Name: Edward H. Bastian

Title: President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on October 29, 2008 by the following persons in the capacities indicated.

Signature	Title
/s/ Richard H. Anderson Richard H. Anderson	Chief Executive Officer and Director  (Principal Executive Officer)
/s/ Edward H. Bastian Edward H. Bastian	President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ John S. Brinzo John S. Brinzo	Director
/s/ Daniel A. Carp Daniel A. Carp	Chairman of the Board
/s/ Eugene I. Davis Eugene I. Davis	Director
/s/ Ricahrd K. Goeltz Richard K. Goeltz	Director
David R. Goode	Director
/s/ Victor L. Lund Victor L. Lund	Director
/s/ Walter E. Massey Walter E. Massey	Director
Paula Rosput Reynolds	Director
/s/ Kenneth C. Rogers Kenneth C. Rogers	Director
/s/ Kenneth B. Woodrow Kenneth B. Woodrow	Director

3

EXHIBIT INDEX

Exhibit No.	Description of Exhibits
4.1	Delta's Amended and Restated Certificate of Incorporation (Filed as Exhibit 3 to Delta's Form 8-A as filed on April 26, 2007).*
4.2	Delta's Bylaws (Filed as Exhibit 4 to Delta's Current Report on Form 8-A as filed on April 26, 2007).*
5	Opinion of Kenneth F. Khoury, Esq.
10.1	Delta Air Lines, Inc. 2007 Performance Compensation Plan (Filed as Exhibit 10.1 to Delta's Form 8-K as filed on March 22, 2007).*
10.2	First Amendment to the Delta Air Lines, Inc. 2007 Performance Compensation Plan.
15	Letter from Ernst & Young LLP regarding unaudited interim financial information.
23.1	Consent of Kenneth F. Khoury, Esq. (included in Exhibit 5).
23.2	Consent of Ernst & Young LLP.
23.3	Consent of Deloitte & Touche LLP.

* Incorporated herein by reference.

4

EX-5

EXHIBIT 5

October 29, 2008

[LETTERHEAD OF DELTA AIR LINES, INC.]

Delta Air Lines, Inc.

Hartsfield-Jackson Atlanta International Airport

Atlanta, Georgia 30320-6001

  Re:     Delta Air Lines, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

I am Executive Vice President and General Counsel of Delta Air Lines, Inc., a Delaware corporation (“Delta”), and have acted as such in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) being filed by Delta with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 130,000,000 shares of Delta's common stock, par value $0.0001 per share (the “Shares”), that may be issued in connection with awards granted under the Delta Air Lines, Inc. 2007 Performance Compensation Plan (the “Plan”).

I or counsel under my general supervision have examined such documents and such matters of fact and law that I have deemed necessary for the purpose of rendering the opinion expressed herein.

Based on the foregoing, I am of the opinion that, upon the issuance of the Shares as provided in the Plan, the Shares will be duly authorized, validly issued and fully paid and non-assessable.

I am a member of the Bar of the State of Georgia and the foregoing opinion is limited to the General Corporation Law of the State of Delaware and the laws of the State of Georgia.

I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Kenneth F. Khoury

Kenneth F. Khoury

Executive Vice President and General Counsel

EX-10.2

EXHIBIT 10.2

FIRST AMENDMENT TO THE

DELTA 2007 PERFORMANCE COMPENSATION PLAN

The first sentence of Section 5(a) of the Delta 2007 Performance Compensation Plan shall be deleted in its entirety and replaced by the following:

“(a) Shares Available and Certain Limitations.Subject to adjustment as provided below, the maximum number of Shares available for distribution under the Plan will not exceed:

(i) 30,000,000 Shares, plus

(ii) [NUMBER] Shares1, being the number of Shares equal to 15% of the outstanding equity capitalization of the Company, determined on a “fully-diluted basis” (as defined below) at the Effective Time (as defined in the Agreement and Plan of Merger by and among the Company, Nautilus Merger Corporation (“Merger Sub”) and Northwest Airlines Corporation (“NWA”), dated as of April 14, 2008 (the “Merger Agreement”)). At least 50% of the Shares set forth in this subsection 5(a)(ii) shall be reserved for Awards to employees of the Company and NWA who are not officers of the Company or NWA. This subsection 5(a)(ii) shall become effective at the Effective Time, and shall not become effective if the Effective Time does not occur.

“Fully-diluted basis” means, for purposes of this subsection 5(a)(ii), taking into account the maximum number of Shares (A) issued or issuable in respect of obligations outstanding at the Effective Time and (B) subject to Awards the Company, as of the Effective Time, has announced that it intends to make or has agreed it will make in connection with the consummation of the merger of Merger Sub into NWA pursuant to the Merger Agreement, including, without limitation, Awards to non-pilot employees and management employees of the Company and NWA, in each case whether voting or non-voting, whether restricted or unrestricted, whether issuable pursuant to options, warrants, convertible securities or exchangeable securities or otherwise, without regard to vesting, including any such Shares that may be issued, issuable or reserved for issuance pursuant to the respective plans of reorganization of the Company and NWA (provided that the number of Shares issuable pursuant to options, warrants, or securities convertible or exchangeable into shares of common stock shall be calculated based on the “treasury stock method” of calculating diluted earnings per share under Statement of Financial Accounting Standards No. 128 as in effect on April 14, 2008).”

_________________________

1   Number to be inserted as of the Effective Time.

EX-15

EXHIBIT 15

October 28, 2008

To the Board of Directors and Shareowners of

Delta Air Lines, Inc.

We are aware of the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Delta Air Lines, Inc. 2007 Performance Compensation Plan of our reports dated April 24, 2008, July 16, 2008 and October 14, 2008, respectively, relating to the unaudited condensed consolidated interim financial statements of Delta Air Lines, Inc. that are included in its Form 10-Q for the quarters ended March 31, 2008, June 30, 2008, and September 30, 2008.

/s/ Ernst & Young LLP          

October 28, 2008

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Delta Air Lines, Inc. 2007 Performance Compensation Plan of our reports dated February 13, 2008, with respect to the consolidated financial statements of Delta Air Lines, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2007 and the effectiveness of internal control over financial reporting of Delta Air Lines, Inc. filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP          < /font>

Atlanta, Georgia

October 28, 2008

EX-23.3

EXHIBIT 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 27, 2006, relating to the consolidated financial statements of Delta Air Lines, Inc. and subsidiaries (the “Company”) for the year ended December 31, 2005 (which report expresses an unqualified opinion on the Company’s consolidated financial statements and includes explanatory paragraphs relating to the Company’s reorganization under Chapter 11 of the United States Bankruptcy Code and the Company’s ability to continue as a going concern), appearing in the Annual Report on Form 10-K of Delta Air Lines, Inc. for the year ended December 31, 2007.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

October 28, 2008