Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

*SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13D

Item 1.    Security and Issuer

               This statement relates to the common stock, par value $.001 per share (“Common Stock”), of Republic Airways Holdings Inc., a Delaware corporation (“Republic”). The address of the principal executive offices of Republic is 2500 S. High School Road, Suite 160, Indianapolis, Indiana 46241.

Item 2.    Identity and Background

               (a)-(c), (f) Delta Air Lines, Inc., a Delaware corporation (“Delta”), is a major air carrier that provides scheduled air transportation for passengers and cargo throughout the United States and around the world. As of May 1, 2004, Delta (including its wholly owned subsidiaries, Atlantic Southeast Airlines, Inc. and Comair, Inc.) served 206 domestic cities in 46 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands, as well as 47 international cities in 31 countries. Delta mainline, domestic and international service, Song®, Delta Express, Delta Shuttle®, Delta Connection®, Delta SkyTeam®, and Worldwide Partners operate 7,675 flights each day to over 497 cities in 86 countries.

               The name, business address and present principal occupation of each of the directors and executive officers of Delta are set forth on Schedule I hereto. Each director and executive officer of Delta is a citizen of the United States of America.

               (d)-(e) Neither Delta nor, to the best of its knowledge, any of its directors or officers has during the last five years been (i) convicted in a criminal proceeding (excluding minor traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.    Source and Amount of Funds or Other Considerations

               On June 7, 2002, Delta entered into the Delta Connection Agreement (as amended, the “Connection Agreement”), with Chautauqua Airlines, Inc., a subsidiary of Republic (“Chautauqua”). In conjunction with the Connection Agreement, Delta received (a) a warrant to purchase up to 1,500,000 shares of Common Stock for $12.50 per share (the “2002 Warrant”); (b) a warrant to purchase up to 1,500,000 shares of Common Stock at a price per share equal to 95% of Republic’s initial public offering (the “IPO”) price per share of Common Stock (the “IPO Warrant”); (c) the right to purchase up to 5% of the shares of Common Stock offered for sale in the IPO at the IPO public offering price per share; and (d) the right to receive a warrant to purchase up to an additional 60,000 shares of Common Stock for each additional aircraft Chautauqua operates for Delta above the 22 aircraft under the original Connection Agreement.

SCHEDULE 13D

               The 2002 Warrant became exercisable in whole or in part at any time upon issue and remains exercisable until June 7, 2012. The IPO Warrant became exercisable in whole or in part at any time beginning on the closing date of the IPO, June 2, 2004, at a price per share of $12.35 and, subject to earlier cancellation or reduction if the Connection Agreement is terminated in certain circumstances or if aircraft are taken out of service in certain circumstances, remains exercisable until June 2, 2014. Delta has waived the right described under (c) above to purchase shares of Common Stock in the IPO.

               In February and October 2003 and March 2004, Delta and Chautauqua amended the Connection Agreement to increase from 22 to 34, then from 34 to 39, and then from 39 to 47, the number of aircraft operated by Chautauqua for Delta. As a result of these amendments and in accordance with the provision of the Connection Agreement described in (d) above, Delta received three new warrants (the “2003 and 2004 Warrants”), as follows:

               The 2003 and 2004 Warrants became exercisable in whole or in part immediately upon issue and remain exercisable at any time until ten years from their respective dates of issue. Because Delta did not exercise the 2003 and 2004 Warrants prior to the completion of the IPO, the exercise prices of these warrants are $13.00, $12.35, and $12.35, respectively.

Item 4.    Purpose of Transaction

               Delta currently anticipates holding all of the warrants described in Item 3 above for investment purposes. Depending on market conditions and other factors, including an evaluation of Republic’s businesses and prospects, availability of funds, alternative uses of funds and general economic conditions, Delta may from time to time exercise its warrants (including pursuant to cashless exercise provisions contained in each of the warrants), hold the shares received upon exercise, acquire additional securities of Republic or dispose of all or a portion of its investment in Republic.

SCHEDULE 13D

     Except as described in this statement, neither Delta nor, to the best of its knowledge, any of the persons named in Schedule A to this statement presently has any plans or proposals which relate to or would result in any of the following:

               Delta is a party to an Amended and Restated Registration Rights Agreement, dated as of June 7, 2002, by and among Republic and some of Republic’s stockholders and warrantholders, pursuant to which the stockholders and warrantholders have the right in certain circumstances to require Republic to register their shares of common stock for resale under the Securities Act of 1933. Except in limited circumstances, Republic is obligated to pay all expenses in connection with such a registration. A copy of the Amended and Restated Registration Rights Agreement has been filed with the Securities and Exchange Commission by Republic and is incorporated herein by reference.

SCHEDULE 13D

Item 5.    Interest in Securities of Issuer

               (a)-(b) The 4,500,000 shares of Common Stock beneficially owned by Delta, all of which are shares that Delta has the right to acquire under the warrants described in Item 3 above, represent 15.0% of the 25,450,000 shares of Common Stock outstanding at June 1, 2004 upon the completion of the IPO (as reported in the Issuer’s Final Prospectus filed under Rule 424(b)(4) on May 27, 2004) plus 4,500,000 shares of Common Stock issuable upon exercise of the warrants held by Delta. Delta has the sole voting and dispositive power over all such shares of Common Stock that it has the right to acquire. To Delta’s knowledge, none of the persons listed on Schedule I beneficially own any Common Stock.

               (c) Other than the transactions described in Item 4 above, neither Delta nor, to the best of Delta’s knowledge, any of the individuals listed on Schedule I has effected any transactions in Common Stock during the past 60 days.

               (d) No person other than Delta has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Delta.  

               (e) Not applicable.

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

               The information set forth in Items 3 and 4 is incorporated in this Item 6 by reference. Delta has agreed not to offer, pledge, sell, contract to sell, or otherwise dispose of, directly or indirectly, any shares of Common Stock, for a period of 180 days after May 26, 2004, without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated. This agreement does not prohibit Delta from exercising its right to acquire any shares of Common Stock under the warrants described in Item 3.

Item 7.    Material to be Filed as Exhibits

Exhibit                                       Description

SCHEDULE 13D

SCHEDULE 13D

SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

Dated: June 4, 2004

SCHEDULE 13D

Schedule I

DIRECTORS AND EXECUTIVE OFFICERS OF
          DELTA AIR LINES, INC.          

          The names, business addresses and present principal occupations or employment of the directors and executive officers of Delta are set forth below. Where no business address is given, such director's or officer's address is Delta Air Lines, Inc., c/o Gregory L. Riggs, Dept. No. 981, P.O. Box 20574, Atlanta, GA 30320. Unless otherwise indicated, the occupation set forth opposite an individual's name refers to Delta. All of the persons listed below are citizens of the United States.

DIRECTORS
(INCLUDING EXECUTIVE OFFICERS WHO ARE DIRECTORS)

SCHEDULE 13D

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS