<PAGE>
   As filed with the Securities and Exchange Commission on November 21, 2001.
                                                  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                               58-0218548
   -------------------------------       ------------------------------------
   (State or other jurisdiction of    (I.R.S. Employer Identification No.)
   incorporation or organization)

Hartsfield Atlanta International Airport, Atlanta, Georgia            30320
-----------------------------------------------------------       -------------
       (Address of Principal Executive Offices)                    (Zip Code)

                       Comair Savings and Investment Plan
                       ----------------------------------
                            (Full title of the plan)

                             Robert S. Harkey, Esq.
               Senior Vice President - General Counsel & Secretary
                              Delta Air Lines, Inc.
                    Hartsfield Atlanta International Airport
                             Atlanta, Georgia 30320
           ----------------------------------------------------------
                     (Name and address of agent for service)
                                 (404) 715-2387
           ----------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================================
Title of                             Amount to be            Proposed                     Proposed maximum            Amount of
securities to                        registered (1)          maximum offering             aggregate offering        registration
be registered                                                price per share (2)                price (2)              fee

-----------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                     <C>                          <C>                       <C>
Common Stock, par
value $1.50 per share                1 million shares            $26.925                       $26,925,000            $6,731.25
and related rights
===================================================================================================================================
</TABLE>

1.  The shares being registered include 1 million shares to be issued under
the Comair Savings and Investment Plan and, pursuant to Rule 416(c) under the
Securities Act of 1933 (the "1933 Act"), this registration statement also covers
an indeterminate amount of interests to be offered or sold under the plan. Also,
each share of Common Stock to be issued under the plan includes one-half of a
preferred stock purchase right ("Right") to be issued pursuant to the terms and
conditions of the Rights Agreement dated as of October 24, 1996, as amended as
of July 22, 1999, between registrant and First Chicago Trust Company of New
York, as Rights Agent. Each whole Right, when exercisable, would entitle its
registered holder to purchase one one-hundredth of a share of Series D Junior
Participating Preferred Stock of registrant at an exercise price of $300,
subject to adjustment in certain circumstances. The Rights will expire at the
close of business on November 4, 2006, unless earlier exchanged or redeemed by
registrant.

2.  Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) under the 1933 Act, on the basis of the average of the high and
low sales prices per share of Common Stock of registrant as reported on the New
York Stock Exchange on November 15, 2001.


                                  Page 1 of 20
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents filed or to be filed with the Securities and
Exchange Commission are hereby incorporated by reference into this registration
statement as of their respective dates:

           (a)        Annual Report of Delta Air Lines, Inc. ("Delta") on Form
10-K for the transition period ended December 31, 2000,

           (b)        Annual Report on Form 11-K of Comair Savings and
Investment Plan for the year ended December 31, 2000,

           (c)        all other reports filed by Delta pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), since
December 31, 2000, and

           (d)        the description of Delta's Common Stock which is contained
in its registration statement filed under Section 12 of the Exchange Act,
including all amendments and reports filed for the purpose of updating such
description.

           All documents filed by Delta pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act and all Reports on Form 11-K filed regarding the
Comair Savings and Investment Plan filed 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. 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.

           Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate or limit the personal liability of directors of a
corporation to the corporation or to its stockholders for monetary damages for
a breach of fiduciary duty as a director, except (i) for breach of the
director's duty of loyalty, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
certain unlawful dividends and stock repurchases or (iv) for any transaction
from which the director derived an improper personal benefit. Article
Eighteenth of Delta's Certificate of Incorporation provides that no director
shall be personally liable to Delta or its stockholders for monetary damages
for any breach of his fiduciary duty as a director, except as provided in
Section 102 of the DGCL.

         Section 145 of the DGCL provides that in the case of any action other
than one by or in the right of the corporation, a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action if such person acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

         Section 145 of the DGCL provides that in the case of an action by or
in the right of a corporation to procure a judgment in its favor, a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made
in respect of any action or claim as to which such person shall have been
adjudged to be liable to the corporation unless a court determines upon
application that despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnification.

         Article Tenth of Delta's Certificate of Incorporation provides that
Delta shall to the extent permitted by law indemnify, reimburse, or pay any
person for all liabilities incurred by or imposed upon him as a result of any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, including any appeals therefrom and any
collateral proceedings, in which he shall be involved by reason of that fact
that he is or was serving as a director, officer or employee of Delta, or,
that, at the request of Delta, he is or was serving another corporation or
enterprise in any capacity.

         Delta has purchased and maintains at its expense, on behalf of
directors and officers, insurance, within certain limits, covering liabilities
that may be incurred by them in such capacities.


                                       2
<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<S>        <C>
4.1        Delta's Certificate of Incorporation (Filed as Exhibit 3.1 to Delta's
           Quarterly Report on Form 10-Q for the quarter ended September 30,
           1998)(*)

4.2        Delta's By-Laws (Filed as Exhibit 3.2 to Delta's Annual Report on
           Form 10-K for the fiscal year ended June 30, 2000)(*)

4.3        Rights Agreement dated as of October 24, 1996, between Delta and
           First Chicago Trust Company of New York, as Rights Agent, as amended
           by Amendment No. 1 thereto dated as of July 22, 1999 (Filed as
           Exhibit 1 to Delta's Form 8-A/A Registration Statement dated November
           4, 1996, and Exhibit 3 to Delta's Amendment No. 1 to Form 8-A/A
           Registration Statement dated July 30, 1999)(*)

5          Opinion of Susan Ellen Wolf, Senior Attorney of Delta, with respect
           to the legality of the securities being registered

23.1       Consent of Susan Ellen Wolf (included in Exhibit 5)

23.2(a)    Consent of Arthur Andersen LLP regarding reports included in the
           Delta Report on Form 10-K for the transition period ended December
           31, 2000

23.2(b)    Consent of Arthur Andersen LLP regarding the report included in
           Comair Savings and Investment Plan Report on Form 11- K

24         Powers of Attorney
</TABLE>

--------------

(*) Incorporated by reference into this registration statement.

Delta will cause Comair Holdings, Inc. to submit the Comair Savings and
Investment Plan to the Internal Revenue Service (IRS) in a timely manner and has
made or will make all changes required by the IRS in order to qualify the plan
under Section 401 of the Internal Revenue Code.

ITEM 9. UNDERTAKINGS.

         Delta undertakes:

a.       1.       To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

         i.       To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

         ii.      To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the 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;


                                       3
<PAGE>

         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 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
Securities and Commission by Delta pursuant to Section 13 or 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 of 1933, 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.

         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.       That, for purposes of determining any liability under the Securities
Act of 1933, each filing of Delta'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
therein, 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 of 1933 may be permitted to directors, officers and controlling persons of
Delta pursuant to the provisions referred to in Item 6 of this registration
statement, 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.


                                       4
<PAGE>

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, Delta
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and Delta and the undersigned plan have
duly caused this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, and the State of
Georgia, on the 21st day of November, 2001.

COMAIR SAVINGS AND INVESTMENT PLAN        DELTA AIR LINES, INC.



By: /s/ Brian L. McDonald
    ---------------------------------
    Brian L. McDonald                     By: /s/ Leo F. Mullin
    Plan Administrator                        ---------------------------------
                                              Leo F. Mullin
                                              Chairman of the Board and
                                              Chief Executive Officer


                                       5
<PAGE>

               Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on the 21st day of November, 2001,
by the following persons on behalf of the registrant and in the capacities
indicated.

SIGNATURE                                                TITLE
---------                                                ------



      /s/ Leo F. Mullin                        Chairman of the Board and
--------------------------------------         Chief Executive Officer
Leo F. Mullin                                  (Principal Executive Officer)



      /s/ M. Michele Burns                     Executive Vice President and
--------------------------------------         Chief Financial Officer
M. Michele Burns                               (Principal Financial Officer
                                               and Principal Accounting Officer)



Edwin L. Artzt*                                Director
--------------------------------------
Edwin L. Artzt



James L. Broadhead*                            Director
--------------------------------------
James L. Broadhead



Edward H. Budd*                                Director
--------------------------------------
Edward H. Budd



R. Eugene Cartledge*                           Director
--------------------------------------
R. Eugene Cartledge



Mary Johnston Evans*                           Director
--------------------------------------
Mary Johnston Evans



George M.C. Fisher*                            Director
--------------------------------------
George M.C. Fisher



David R. Goode*                                Director
--------------------------------------
David R. Goode



Gerald Grinstein*                              Director
--------------------------------------
Gerald Grinstein



John F. Smith, Jr.*                            Director
--------------------------------------
John F. Smith



Andrew J. Young*                               Director
--------------------------------------
Andrew J. Young



*By:       /s/ Michele Burns                   Attorney-In-Fact
     ---------------------------------
           M. Michele Burns


                                       6
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.       Description of Exhibits
-----------       -----------------------
<S>               <C>
4.1               Delta's Certificate of Incorporation (Filed as Exhibit 3.1 to
                  Delta's Quarterly Report on Form 10-Q for the quarter ended
                  September 30, 1998) (*)

4.2               Delta's By-Laws (Filed as exhibit 3.2 Delta's Annual Report on Form
                  10-K for the fiscal year ended June 30, 2000)(*)

4.3               Rights Agreement dated as of October 24, 1996, between Delta and
                  First Chicago Trust Company of New York, as Rights Agent, as amended
                  by Amendment No. 1 thereto dated as of July 22, 1999 (Filed as
                  Exhibit 1 to Delta's Form 8-A/A Registration Statement dated
                  November 4, 1996, and Exhibit 3 to Delta's Amendment No. 1 to Form
                  8-A/A Registration Statement dated July 30, 1999)(*)

5                 Opinion of Susan Ellen Wolf, Senior Attorney of Delta, with respect
                  to the legality of the securities being registered

23.1              Consent of Susan Ellen Wolf (included in Exhibit 5).

23.2(a)           Consent of Arthur Andersen LLP regarding reports included in the
                  Delta Report on Form 10-K for the transition period ended December
                  31, 2000

23.2(b)          Consent of Arthur Andersen LLP regarding the report included in
                 Comair Savings and Investment Plan Report on Form 11- K

24               Powers of Attorney
</TABLE>

--------------

(*) Incorporated herein by reference.


                                       7
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{"company-data": {"conformed-name": "DELTA AIR LINES INC /DE/", "cik": "0000027904", "assigned-sic": "4512", "irs-number": "580218548", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73856", "film-number": "1797913"}, "business-address": {"street1": "HARTSFIELD ATLANTA INTL AIRPORT", "street2": "1030 DELTA BLVD", "city": "ATLANTA", "state": "GA", "zip": "30320-6001", "phone": "4047152600"}, "mail-address": {"street1": "1030 DELTA BLVD", "street2": "DEPT 971", "city": "ATLANTA", "state": "GA", "zip": "30320-6001"}, "former-company": {"former-conformed-name": "DELTA AIR CORP", "date-changed": "19660908"}}
As filed with the Securities and Exchange Commission on November 21, 2001.
                                                  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                               58-0218548
   -------------------------------       ------------------------------------
   (State or other jurisdiction of    (I.R.S. Employer Identification No.)
   incorporation or organization)

Hartsfield Atlanta International Airport, Atlanta, Georgia            30320
-----------------------------------------------------------       -------------
       (Address of Principal Executive Offices)                    (Zip Code)

                       Comair Savings and Investment Plan
                       ----------------------------------
                            (Full title of the plan)

                             Robert S. Harkey, Esq.
               Senior Vice President - General Counsel & Secretary
                              Delta Air Lines, Inc.
                    Hartsfield Atlanta International Airport
                             Atlanta, Georgia 30320
           ----------------------------------------------------------
                     (Name and address of agent for service)
                                 (404) 715-2387
           ----------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of                             Amount to be            Proposed                     Proposed maximum            Amount of
securities to                        registered (1)          maximum offering             aggregate offering        registration
be registered                                                price per share (2)                price (2)              fee

-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $1.50 per share                1 million shares            $26.925                       $26,925,000            $6,731.25
and related rights
===================================================================================================================================
1.  The shares being registered include 1 million shares to be issued under
the Comair Savings and Investment Plan and, pursuant to Rule 416(c) under the
Securities Act of 1933 (the "1933 Act"), this registration statement also covers
an indeterminate amount of interests to be offered or sold under the plan. Also,
each share of Common Stock to be issued under the plan includes one-half of a
preferred stock purchase right ("Right") to be issued pursuant to the terms and
conditions of the Rights Agreement dated as of October 24, 1996, as amended as
of July 22, 1999, between registrant and First Chicago Trust Company of New
York, as Rights Agent. Each whole Right, when exercisable, would entitle its
registered holder to purchase one one-hundredth of a share of Series D Junior
Participating Preferred Stock of registrant at an exercise price of $300,
subject to adjustment in certain circumstances. The Rights will expire at the
close of business on November 4, 2006, unless earlier exchanged or redeemed by
registrant.

2.  Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) under the 1933 Act, on the basis of the average of the high and
low sales prices per share of Common Stock of registrant as reported on the New
York Stock Exchange on November 15, 2001.

                                  Page 1 of 20
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

           The following documents filed or to be filed with the Securities and
Exchange Commission are hereby incorporated by reference into this registration
statement as of their respective dates:

           (a)        Annual Report of Delta Air Lines, Inc. ("Delta") on Form
10-K for the transition period ended December 31, 2000,

           (b)        Annual Report on Form 11-K of Comair Savings and
Investment Plan for the year ended December 31, 2000,

           (c)        all other reports filed by Delta pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), since
December 31, 2000, and

           (d)        the description of Delta's Common Stock which is contained
in its registration statement filed under Section 12 of the Exchange Act,
including all amendments and reports filed for the purpose of updating such
description.

           All documents filed by Delta pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act and all Reports on Form 11-K filed regarding the
Comair Savings and Investment Plan filed 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. 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.

           Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate or limit the personal liability of directors of a
corporation to the corporation or to its stockholders for monetary damages for
a breach of fiduciary duty as a director, except (i) for breach of the
director's duty of loyalty, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
certain unlawful dividends and stock repurchases or (iv) for any transaction
from which the director derived an improper personal benefit. Article
Eighteenth of Delta's Certificate of Incorporation provides that no director
shall be personally liable to Delta or its stockholders for monetary damages
for any breach of his fiduciary duty as a director, except as provided in
Section 102 of the DGCL.

         Section 145 of the DGCL provides that in the case of any action other
than one by or in the right of the corporation, a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action if such person acted in good faith and in
a manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

         Section 145 of the DGCL provides that in the case of an action by or
in the right of a corporation to procure a judgment in its favor, a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made
in respect of any action or claim as to which such person shall have been
adjudged to be liable to the corporation unless a court determines upon
application that despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnification.

         Article Tenth of Delta's Certificate of Incorporation provides that
Delta shall to the extent permitted by law indemnify, reimburse, or pay any
person for all liabilities incurred by or imposed upon him as a result of any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, including any appeals therefrom and any
collateral proceedings, in which he shall be involved by reason of that fact
that he is or was serving as a director, officer or employee of Delta, or,
that, at the request of Delta, he is or was serving another corporation or
enterprise in any capacity.

         Delta has purchased and maintains at its expense, on behalf of
directors and officers, insurance, within certain limits, covering liabilities
that may be incurred by them in such capacities.

                                       2
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.
4.1        Delta's Certificate of Incorporation (Filed as Exhibit 3.1 to Delta's
           Quarterly Report on Form 10-Q for the quarter ended September 30,
           1998)(*)

4.2        Delta's By-Laws (Filed as Exhibit 3.2 to Delta's Annual Report on
           Form 10-K for the fiscal year ended June 30, 2000)(*)

4.3        Rights Agreement dated as of October 24, 1996, between Delta and
           First Chicago Trust Company of New York, as Rights Agent, as amended
           by Amendment No. 1 thereto dated as of July 22, 1999 (Filed as
           Exhibit 1 to Delta's Form 8-A/A Registration Statement dated November
           4, 1996, and Exhibit 3 to Delta's Amendment No. 1 to Form 8-A/A
           Registration Statement dated July 30, 1999)(*)

5          Opinion of Susan Ellen Wolf, Senior Attorney of Delta, with respect
           to the legality of the securities being registered

23.1       Consent of Susan Ellen Wolf (included in Exhibit 5)

23.2(a)    Consent of Arthur Andersen LLP regarding reports included in the
           Delta Report on Form 10-K for the transition period ended December
           31, 2000

23.2(b)    Consent of Arthur Andersen LLP regarding the report included in
           Comair Savings and Investment Plan Report on Form 11- K

24         Powers of Attorney
--------------

(*) Incorporated by reference into this registration statement.

Delta will cause Comair Holdings, Inc. to submit the Comair Savings and
Investment Plan to the Internal Revenue Service (IRS) in a timely manner and has
made or will make all changes required by the IRS in order to qualify the plan
under Section 401 of the Internal Revenue Code.

ITEM 9. UNDERTAKINGS.

         Delta undertakes:

a.       1.       To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

         i.       To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

         ii.      To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the 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;

                                       3
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 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
Securities and Commission by Delta pursuant to Section 13 or 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 of 1933, 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.

         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.       That, for purposes of determining any liability under the Securities
Act of 1933, each filing of Delta'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
therein, 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 of 1933 may be permitted to directors, officers and controlling persons of
Delta pursuant to the provisions referred to in Item 6 of this registration
statement, 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.

                                       4
SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, Delta
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and Delta and the undersigned plan have
duly caused this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, and the State of
Georgia, on the 21st day of November, 2001.

COMAIR SAVINGS AND INVESTMENT PLAN        DELTA AIR LINES, INC.

By: /s/ Brian L. McDonald
    ---------------------------------
    Brian L. McDonald                     By: /s/ Leo F. Mullin
    Plan Administrator                        ---------------------------------
                                              Leo F. Mullin
                                              Chairman of the Board and
                                              Chief Executive Officer

                                       5
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on the 21st day of November, 2001,
by the following persons on behalf of the registrant and in the capacities
indicated.

SIGNATURE                                                TITLE
---------                                                ------

      /s/ Leo F. Mullin                        Chairman of the Board and
--------------------------------------         Chief Executive Officer
Leo F. Mullin                                  (Principal Executive Officer)

      /s/ M. Michele Burns                     Executive Vice President and
--------------------------------------         Chief Financial Officer
M. Michele Burns                               (Principal Financial Officer
                                               and Principal Accounting Officer)

Edwin L. Artzt*                                Director
--------------------------------------
Edwin L. Artzt

James L. Broadhead*                            Director
--------------------------------------
James L. Broadhead

Edward H. Budd*                                Director
--------------------------------------
Edward H. Budd

R. Eugene Cartledge*                           Director
--------------------------------------
R. Eugene Cartledge

Mary Johnston Evans*                           Director
--------------------------------------
Mary Johnston Evans

George M.C. Fisher*                            Director
--------------------------------------
George M.C. Fisher

David R. Goode*                                Director
--------------------------------------
David R. Goode

Gerald Grinstein*                              Director
--------------------------------------
Gerald Grinstein

John F. Smith, Jr.*                            Director
--------------------------------------
John F. Smith

Andrew J. Young*                               Director
--------------------------------------
Andrew J. Young

*By:       /s/ Michele Burns                   Attorney-In-Fact
     ---------------------------------
           M. Michele Burns

                                       6
EXHIBIT INDEX
Exhibit No.       Description of Exhibits
-----------       -----------------------
4.1               Delta's Certificate of Incorporation (Filed as Exhibit 3.1 to
                  Delta's Quarterly Report on Form 10-Q for the quarter ended
                  September 30, 1998) (*)

4.2               Delta's By-Laws (Filed as exhibit 3.2 Delta's Annual Report on Form
                  10-K for the fiscal year ended June 30, 2000)(*)

4.3               Rights Agreement dated as of October 24, 1996, between Delta and
                  First Chicago Trust Company of New York, as Rights Agent, as amended
                  by Amendment No. 1 thereto dated as of July 22, 1999 (Filed as
                  Exhibit 1 to Delta's Form 8-A/A Registration Statement dated
                  November 4, 1996, and Exhibit 3 to Delta's Amendment No. 1 to Form
                  8-A/A Registration Statement dated July 30, 1999)(*)

5                 Opinion of Susan Ellen Wolf, Senior Attorney of Delta, with respect
                  to the legality of the securities being registered

23.1              Consent of Susan Ellen Wolf (included in Exhibit 5).

23.2(a)           Consent of Arthur Andersen LLP regarding reports included in the
                  Delta Report on Form 10-K for the transition period ended December
                  31, 2000

23.2(b)          Consent of Arthur Andersen LLP regarding the report included in
                 Comair Savings and Investment Plan Report on Form 11- K

24               Powers of Attorney
--------------

(*) Incorporated herein by reference.

                                       7