S-8 POS

As filed with the Securities and Exchange Commission on October 24, 2006

Registration No. 333-92291

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

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.)

Hartsfield-Jackson Atlanta International Airport

Atlanta, Georgia 30320

(Address of Principal Executive Offices,

including Zip Code)

Non-employee Directors’ Stock Option Plan

(Full title of the plan)

Leslie P. Klemperer, Esq.

Vice President - Deputy General Counsel

Delta Air Lines, Inc.

P.O. Box 20706

Atlanta, Georgia 30320-6001

(404) 715-2476

(Name, address and telephone number, including area code, of agent for service)

EXPLANATORY NOTE

On December 7, 1999, Delta Air Lines, Inc. (the “Registrant”) filed a registration statement on Form S-8 (No. 333-92291) (the “Registration Statement”). The Registration Statement registered (i) a total of 250,000 shares of Registrant’s common stock which were to be issued under the Registrant’s Non-employee Directors’ Stock Option Plan (the “Plan”), and (ii) an indeterminate number of shares of Registrant’s common stock which might become issuable pursuant to the Plan by reason of applicable anti-dilution provisions of such Plan. The Registrant files this Post-Effective Amendment No. 1 to deregister all of the shares of Registrant’s common stock that remain unissued as of the date hereof.

ITEM 8.  EXHIBITS

See Exhibit Index.

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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 24, 2006.

Delta Air Lines, Inc.

By: /s/ Edward H. Bastian

Name: Edward H. Bastian

Title: Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed on October 24, 2006 by the following persons in the capacities indicated.

	Signature		Title
*  Gerald Grinstein		Chief Executive Officer and Director (Principal Executive Officer)
/s/ Edward H. Bastian Edward H. Bastian		Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
* Edward H. Budd		Director
Domenico De Sole		Director
* David R. Goode		Director
Patricia L. Higgins		Director
* Arthur E. Johnson		Director
* Karl J. Krapek		Director
* Paula Rosput Reynolds		Director
* John F. Smith, Jr.		Chairman of the Board
Kenneth B. Woodrow		Director
* /s/ Edward H. Bastian Edward H. Bastian		Attorney-In-Fact

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
24	Powers of Attorney

EX-24

EXHIBIT 24

POWER OF ATTORNEY

Each director and officer of Delta Air Lines, Inc. (“Delta”) whose signature appears below hereby constitutes and appoints Edward H. Bastian and Leslie P. Klemperer, and each of them separately, as his/her true and lawful attorneys-in-fact and agents, with full power of substitution, for him/her and in his/her name, in any and all capacities, to sign on his/her behalf (1) one or more amendments to registration statements to be filed by Delta for the deregistration under the Securities Act of 1933, as amended, of shares of Common Stock, par value $0.01 per share, of Delta in connection with the Delta Non-employee Directors’ Stock Option Plan, and (2) any other document or instrument deemed necessary or appropriate by any of them in connection with such amendment for deregistration; and to file any such amendment, or other document or instrument with the Securities and Exchange Commission or other appropriate agency pursuant to applicable federal and state securities laws and regulations.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her name as of the date set forth next to his or her name.

/s/ Gerald Grinstein               Gerald Grinstein, Director and Chief Executive Officer	Date:  10/16/2006	/s/ A.E. Johnson                     Arthur E. Johnson, Director	Date: 10/10/06
/s/ Edward H. Budd                Edward H. Budd, Director	Date:  10/10/06	/s/ Karl J. Krapek                   Karl J. Krapek, Director	Date:  10/11/06
Domenico De Sole, Director	Date:	/s/ Paula Rosput Reynolds Paula Rosput Reynolds, Director	Date: 10/10/06
/s/ David R. Goode                 David R. Goode, Director	Date:  10/12/06	/s/ John F. Smith, Jr.            John F. Smith, Jr. Chairman of the Board	Date:  10/11/06
Patricia L. Higgins, Director	Date:	Kenneth B. Woodrow, Director	Date: