SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

     INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES
     13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
     
                               (Amendment No.  )*

                              Delta Air Lines, Inc.
                            ------------------------
                                (Name of Issuer)

                     Common Stock, par value $1.50 per share
                     ---------------------------------------
                         (Title of Class of Securities)

                                    247361108
                                  ------------
                                 (CUSIP Number)

                                October 28, 2004
--------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

     [ ]  Rule 13d-1(b)

     [X]  Rule 13d-1(c)

     [ ]  Rule 13d-1(d)

*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 the
disclosures provided in a prior cover page.

The information required in 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 13G

CUSIP NO. 247361108                                                 Page 2 of 6
_____________________________________________________________________________
     NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
1
     Michael A. Roth and Brian J. Stark, as joint filers pursuant to
     Rule 13d-1(k)
_____________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a) [X]
                                                                     (b) [ ]
_____________________________________________________________________________
3    SEC USE ONLY
_____________________________________________________________________________
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States of America
_____________________________________________________________________________

NUMBER OF      5    SOLE VOTING POWER

SHARES              0
               ______________________________________________________________
BENEFICIALLY   6    SHARED VOTING POWER

OWNED BY            11,474,600 shares of Common Stock (See Item 4)
               ______________________________________________________________
EACH           7    SOLE DISPOSITIVE POWER

REPORTING           0
               ______________________________________________________________
PERSON         8    SHARED DISPOSITIVE POWER

WITH                11,474,600 Shares of Common Stock (See Item 4)
_____________________________________________________________________________
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     11,474,600 shares of Common Stock (See Item 4)
_____________________________________________________________________________
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
                                                                          [ ]
_____________________________________________________________________________
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     9.1% (See Item 4)
_____________________________________________________________________________
12   TYPE OF REPORTING PERSON

     IN
_____________________________________________________________________________

                                  SCHEDULE 13G

CUSIP NO. 247361108                                                 Page 3 of 6

Item 1(a).     Name of Issuer:

               Delta Air Lines, Inc. (the "Issuer")

Item 1(b).     Address of Issuer's Principal Executive Offices:

               P.O. Box 20706
               Atlanta, Georgia  30320

Items 2(a),
(b) and (c).   Name of Persons Filing, Address of Principal Business Office and
               Citizenship:

               This Schedule 13G is being filed on behalf of Michael A. Roth and
               Brian J. Stark, as joint filers (collectively, the "Reporting
               Persons").

               The Reporting Persons have entered into a Joint Filing Agreement,
               a copy of which is filed with this Schedule 13G as Exhibit 1,
               pursuant to which the Reporting Persons have agreed to file this
               Schedule 13G jointly in accordance with the provisions of Rule
               13d-1(k) of the Securities Exchange Act of 1934, as amended.

               The principal business office of the Reporting Persons is 3600
               South Lake Drive, St. Francis, WI 53235.

Item 2(d).     Title of Class of Securities:

               Common Stock, par value $1.50 per share, of the Issuer (the
               "Common Stock")

Item 2(e).     CUSIP Number:

               247361108

Item 3.        Not applicable.

Item 4.        Ownership.

               (a)  Amount beneficially owned:

                    11,474,600 shares of Common Stock*

               (b)  Percent of class:

                    Based on 125,607,315 shares of Common Stock of the Issuer
                    outstanding as of July 31, 2004 (as set forth in the
                    Issuer's Quarterly Report on Form 10-Q for the period ended
                    June 30, 2004) the Reporting Persons hold approximately
                    9.1%* of the issued and outstanding Common Stock of the
                    Issuer.


                                  SCHEDULE 13G

CUSIP NO. 247361108                                                 Page 4 of 6

               (c)  Number of shares to which such person has:

                    (i)   Sole power to vote or direct the vote: 0

                    (ii)  Shared power to vote or direct the vote: 11,474,600
                          Shares of Common Stock*

                    (iii) Sole power to dispose or to direct the disposition of:
                          0

                    (iv)  Shared power to dispose of or direct the disposition
                          of: 11,474,600 shares of Common Stock*

                    *The Reporting Persons beneficially own an aggregate of
                    11,474,600 shares of Common Stock. The foregoing amount of
                    Common Stock and percentage ownership represent the combined
                    indirect holdings of Michael A. Roth and Brian J. Stark.

                    All of the  foregoing  represents an aggregate of 11,474,600
                    shares  of  Common   Stock  held  by  Shepherd   Investments
                    International,  Ltd. ("Shepherd"),  Shepherd Trading Limited
                    ("Shepherd  Trading"),  Stark Trading,  Stark International,
                    Reliant Trading and SF Capital Partners Ltd. ("SF Capital").
                    The  Reporting   Persons  direct  the  management  of  Stark
                    Offshore Management,  LLC ("Stark Offshore"),  which acts as
                    the  investment  manager  and has sole  power to direct  the
                    management of Shepherd, Shepherd Trading and SF Capital, and
                    Stark Onshore Management,  LLC ("Stark Onshore"), which acts
                    as the managing general partner and has sole power to direct
                    the management of Stark  Trading,  Stark  International  and
                    Reliant  Trading.  As the Managing Members of Stark Offshore
                    and Stark Onshore, the Reporting Persons possess sole voting
                    and  dispositive  power  over all of the  foregoing  shares.
                    Therefore, for the purposes of Rule 13d-3 under the Exchange
                    Act,  the  Reporting   Persons  may  be  deemed  to  be  the
                    beneficial  owners of, but hereby  disclaim such  beneficial
                    ownership of, the foregoing shares.

Item 5.        Ownership of Five Percent or Less of a Class.

               Not applicable.

Item 6.        Ownership of More than Five Percent on Behalf of Another Person.

               Not applicable.

Item 7.        Identification and Classification of the Subsidiary Which
               Acquired the Security Being Reported By the Parent Holding
               Company.

               Not applicable.

Item 8.        Identification and Classification of Members of the Group.

               Not applicable.

                                  SCHEDULE 13G

CUSIP NO. 247361108                                                 Page 5 of 6

Item 9.        Notice of Dissolution of a Group.

               Not applicable.

Item 10.       Certification.

               By signing below I certify that, to the best of my knowledge and
               belief, the securities referred to above were not acquired and
               are not held for the purpose of or with the effect of changing or
               influencing the control of the issuer of the securities and were
               not acquired and are not held in connection with or as a
               participant in any transaction having that purpose or effect.


                                  SCHEDULE 13G
CUSIP NO. 247361108                                                 Page 6 of 6


                                    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:   November 8, 2004


                                        /s/ Michael A. Roth
                                        -----------------------
                                        Michael A. Roth

                                        /s/ Brian J. Stark
                                        -----------------------
                                        Brian J. Stark


                                  SCHEDULE 13G

CUSIP NO. 247361108

                                                                       Exhibit 1

                             JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended,  the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G  (including  amendments  thereto) with respect to
11,474,600  shares of Common Stock of Delta Air Lines,  Inc.  and further  agree
that this Joint Filing  Agreement  shall be included as an exhibit to such joint
filings.

     The undersigned further agree that each party hereto is responsible for the
timely  filing of such  Schedule  13G and any  amendments  thereto,  and for the
completeness  and accuracy of the  information  concerning  such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.

     IN WITNESS  WHEREOF,  the parties have executed this Joint Filing Agreement
on November 8, 2004.


                                        /s/ Michael A. Roth
                                        -----------------------
                                        Michael A. Roth


                                        /s/ Brian J. Stark
                                        -----------------------
                                        Brian J. Stark