<PAGE>
 
     As filed with the Securities and Exchange Commission on November 20, 1996.

                                                     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
            incorporation or organization)                 Identification No.)

                    Hartsfield Atlanta International Airport
                             Atlanta, Georgia   30320
             ----------------------------------------------------
                         (Address, including zip code,
                  of registrant's principal executive offices)


                          DELTASHARE STOCK OPTION PLAN
                            PILOTS STOCK OPTION PLAN
                            ------------------------
                           (Full title of the plans)

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

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
                                   Proposed        Proposed
Title of                           maximum         maximum
securities        Amount           offering        aggregate       Amount of
to be             to be            price per       offering        registration
registered        registered (1)   share(2)        price(2)        fee
<S>             <C>                 <C>           <C>                <C>
---------------------------------------------------------------------------------
 
Common Stock    24,700,000 shares      $75.69     $1,869,543,000      $566,528.18
Rights (3)                     --          --                 --               --
---------------------------------------------------------------------------------
</TABLE>
(1)  Pursuant to Rule 416(a) under the Securities Act, this registration
     statement also covers an indeterminate number of shares of Common Stock
     which may become issuable pursuant to the DeltaShare Stock Option Plan or
     Pilots Stock Option Plan by reason of applicable anti-dilution provisions.

(2)  Estimated solely for the purpose of computing the registration fee pursuant
     to Rule 457(h) under the Securities Act of 1933, as amended ("Securities
     Act"), on the basis of the high and low prices of Common Stock of Delta Air
     Lines, Inc. on November 15, 1996.

(3)  Each share of Common Stock includes one preferred stock purchase right
     ("Right") to be issued pursuant to the terms and conditions of the Rights
     Agreement dated as of October 24, 1996, between Registrant and First
     Chicago Trust Company of New York, as Rights Agent.  Each 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.
<PAGE>
 
                                     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 DeltaShare Stock Option Plan
and the Pilots Stock Option Plan (the "Plans") as specified by Rule 428(b)(1)
under 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 prospectuses that meet 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 Annual Report of Delta Air Lines, Inc. (the "Company" or "Delta")
on Form 10-K for the fiscal year ended June 30, 1996, the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996, the Company's
Current Report on Form 8-K dated October 28, 1996, and "Description of Capital
Stock" contained in the Company's Form S-3 Registration Statement (File No. 33-
62048), are hereby incorporated by reference into this Registration Statement.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the termination of the offering of the securities
registered pursuant to this Registration Statement 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.

          The legality of the shares of Common Stock and the Rights attached
thereto has been passed upon for Registrant by Robert S. Harkey, Esq.,
Hartsfield Atlanta International Airport, Atlanta, Georgia  30320, Senior Vice
President - General Counsel & Secretary of Registrant.  At September 30, 1996,
Mr. Harkey beneficially owned 10,400 shares of Common Stock; had options to
purchase 90,200 shares of Common Stock under the Registrant's 1989 Stock
Incentive Plan; and beneficially owned 50 shares of Series B ESOP Convertible
Preferred Stock of Registrant.

                                      -2-
<PAGE>
 
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 the
Certificate of Incorporation of Delta 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 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
in such capacity on behalf of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action if he acted in good faith and in a manner he 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 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 in such capacity on behalf of another corporation
or enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted under standards similar to those set forth in the
preceding paragraph, 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 that 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 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, 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.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

                                      -3-
<PAGE>
 
ITEM 8.  EXHIBITS.

    4.1    Delta's Certificate of Incorporation.

    4.2    Delta's By-Laws (Filed as Exhibit 3 to Delta's
           Current Report on Form 8-K dated November 17, 1993).*

    4.3    Rights Agreement dated as of October 24, 1996, between
           Delta and First Chicago Trust Company of New York, as Rights Agent
           (Filed as Exhibit 1 to Delta's Form 8-A/A Registration Statement
           dated November 4, 1996).*

    4.4    DeltaShare Stock Option Plan.

    4.5    Pilots Stock Option Plan.

    5      Opinion of Robert S. Harkey, Esq., regarding legality of
           shares being registered.

   15      Arthur Andersen LLP letter re: unaudited financial information.

 23(a)     Consent of Robert S. Harkey, Esq. (included in Exhibit 5).

 23(b)     Consent of Arthur Andersen LLP.

 24        Powers of Attorney.


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

* Incorporated herein by reference.


ITEM 9.  UNDERTAKINGS.

 The undersigned registrant hereby 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;

       (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 registration statement is on Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                                      -4-
<PAGE>
 
        (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 the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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 the
registrant pursuant to the provisions referred to in Item 6 of this registration
statement, or otherwise, the registrant 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 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 Act and
will be governed by the final adjudication of such issue.

                                      -5-
<PAGE>
 
                                   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, and State of Georgia, on the 20th day of
November, 1996.

                                    DELTA AIR LINES, INC.


                                    By:  /s/ Ronald W. Allen
                                        ------------------------------------
                                         Ronald W. Allen
                                         Chairman of the Board, President
                                         and Chief Executive Officer



          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 20th day of November, 1996,
by the following persons on behalf of the registrant and in the capacities
indicated.

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

/s/ Ronald W. Allen                    Chairman of the Board, President
--------------------------------       and Chief Executive Officer 
Ronald W. Allen                        (Chief Executive Officer)    
                                       

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

Henry A. Biedenharn, III*              Director
--------------------------------
Henry A. Biedenharn, III

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

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

George D. Busbee*                      Director
--------------------------------                       
George D. Busbee

                                      -6-
<PAGE>
 
SIGNATURE                                           TITLE
---------                                           -----


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

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

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

Jesse Hill, Jr.*                       Director
-----------------------------------                                         
Jesse Hill, Jr.

Peter D. Sutherland*                   Director
-----------------------------------                                  
Peter D. Sutherland

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

/s/ Thomas J. Roeck, Jr.
-----------------------------------    Senior Vice President - Finance and
Thomas J. Roeck, Jr.                   Chief Financial Officer (Principal 
                                       Financial  Officer and Principal
                                       Accounting Officer)


*By:  /s/ Thomas J. Roeck, Jr.         Attorney-In-Fact
      -----------------------------                               
      Thomas J. Roeck, Jr.

                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19184}]
{"company-data": {"conformed-name": "DELTA AIR LINES INC /DE/", "cik": "0000027904", "assigned-sic": "4512", "irs-number": "580218548", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16471", "film-number": "96669862"}, "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 20, 1996.

                                                     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
            incorporation or organization)                 Identification No.)

                    Hartsfield Atlanta International Airport
                             Atlanta, Georgia   30320
             ----------------------------------------------------
                         (Address, including zip code,
                  of registrant's principal executive offices)

                          DELTASHARE STOCK OPTION PLAN
                            PILOTS STOCK OPTION PLAN
                            ------------------------
                           (Full title of the plans)

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

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

                        CALCULATION OF REGISTRATION FEE
Proposed        Proposed
Title of                           maximum         maximum
securities        Amount           offering        aggregate       Amount of
to be             to be            price per       offering        registration
registered        registered (1)   share(2)        price(2)        fee
---------------------------------------------------------------------------------
 
Common Stock    24,700,000 shares      $75.69     $1,869,543,000      $566,528.18
Rights (3)                     --          --                 --               --
---------------------------------------------------------------------------------
(1)  Pursuant to Rule 416(a) under the Securities Act, this registration
     statement also covers an indeterminate number of shares of Common Stock
     which may become issuable pursuant to the DeltaShare Stock Option Plan or
     Pilots Stock Option Plan by reason of applicable anti-dilution provisions.

(2)  Estimated solely for the purpose of computing the registration fee pursuant
     to Rule 457(h) under the Securities Act of 1933, as amended ("Securities
     Act"), on the basis of the high and low prices of Common Stock of Delta Air
     Lines, Inc. on November 15, 1996.

(3)  Each share of Common Stock includes one preferred stock purchase right
     ("Right") to be issued pursuant to the terms and conditions of the Rights
     Agreement dated as of October 24, 1996, between Registrant and First
     Chicago Trust Company of New York, as Rights Agent.  Each 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.
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 DeltaShare Stock Option Plan
and the Pilots Stock Option Plan (the "Plans") as specified by Rule 428(b)(1)
under 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 prospectuses that meet 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 Annual Report of Delta Air Lines, Inc. (the "Company" or "Delta")
on Form 10-K for the fiscal year ended June 30, 1996, the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996, the Company's
Current Report on Form 8-K dated October 28, 1996, and "Description of Capital
Stock" contained in the Company's Form S-3 Registration Statement (File No. 33-
62048), are hereby incorporated by reference into this Registration Statement.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the termination of the offering of the securities
registered pursuant to this Registration Statement 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.

          The legality of the shares of Common Stock and the Rights attached
thereto has been passed upon for Registrant by Robert S. Harkey, Esq.,
Hartsfield Atlanta International Airport, Atlanta, Georgia  30320, Senior Vice
President - General Counsel & Secretary of Registrant.  At September 30, 1996,
Mr. Harkey beneficially owned 10,400 shares of Common Stock; had options to
purchase 90,200 shares of Common Stock under the Registrant's 1989 Stock
Incentive Plan; and beneficially owned 50 shares of Series B ESOP Convertible
Preferred Stock of Registrant.

                                      -2-
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 the
Certificate of Incorporation of Delta 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 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
in such capacity on behalf of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action if he acted in good faith and in a manner he 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 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 in such capacity on behalf of another corporation
or enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted under standards similar to those set forth in the
preceding paragraph, 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 that 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 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, 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

                                      -3-
ITEM 8.  EXHIBITS.

    4.1    Delta's Certificate of Incorporation.

    4.2    Delta's By-Laws (Filed as Exhibit 3 to Delta's
           Current Report on Form 8-K dated November 17, 1993).*

    4.3    Rights Agreement dated as of October 24, 1996, between
           Delta and First Chicago Trust Company of New York, as Rights Agent
           (Filed as Exhibit 1 to Delta's Form 8-A/A Registration Statement
           dated November 4, 1996).*

    4.4    DeltaShare Stock Option Plan.

    4.5    Pilots Stock Option Plan.

    5      Opinion of Robert S. Harkey, Esq., regarding legality of
           shares being registered.

   15      Arthur Andersen LLP letter re: unaudited financial information.

 23(a)     Consent of Robert S. Harkey, Esq. (included in Exhibit 5).

 23(b)     Consent of Arthur Andersen LLP.

 24        Powers of Attorney.

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

* Incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

 The undersigned registrant hereby 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;

       (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 registration statement is on Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                                      -4-
(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 the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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 the
registrant pursuant to the provisions referred to in Item 6 of this registration
statement, or otherwise, the registrant 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 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 Act and
will be governed by the final adjudication of such issue.

                                      -5-
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, and State of Georgia, on the 20th day of
November, 1996.

                                    DELTA AIR LINES, INC.

                                    By:  /s/ Ronald W. Allen
                                        ------------------------------------
                                         Ronald W. Allen
                                         Chairman of the Board, President
                                         and Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 20th day of November, 1996,
by the following persons on behalf of the registrant and in the capacities
indicated.

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

/s/ Ronald W. Allen                    Chairman of the Board, President
--------------------------------       and Chief Executive Officer 
Ronald W. Allen                        (Chief Executive Officer)    
                                       

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

Henry A. Biedenharn, III*              Director
--------------------------------
Henry A. Biedenharn, III

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

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

George D. Busbee*                      Director
--------------------------------                       
George D. Busbee

                                      -6-
SIGNATURE                                           TITLE
---------                                           -----

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

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

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

Jesse Hill, Jr.*                       Director
-----------------------------------                                         
Jesse Hill, Jr.

Peter D. Sutherland*                   Director
-----------------------------------                                  
Peter D. Sutherland

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

/s/ Thomas J. Roeck, Jr.
-----------------------------------    Senior Vice President - Finance and
Thomas J. Roeck, Jr.                   Chief Financial Officer (Principal 
                                       Financial  Officer and Principal
                                       Accounting Officer)

*By:  /s/ Thomas J. Roeck, Jr.         Attorney-In-Fact
      -----------------------------                               
      Thomas J. Roeck, Jr.

                                      -7-