DELTA AIR LINES, INC. — Director's Dealing 2004

Dec 23, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: REPUBLIC AIRWAYS HOLDINGS INC (RJET)
CIK: 0001159154
Period of Report: 2004-12-22

Reporting Person: DELTA AIR LINES INC /DE/ (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-22	Common Stock Warrant (Right to Buy)	$12.35	J	675000	Disposed	2014-06-01	Common Stock (675000)	Direct
2004-12-22	Common Stock Warrant (Right to Buy)	$12.35	J	675000	Disposed	2014-06-02	Common Stock (675000)	Direct
2004-12-22	Common Stock Warrant (Right to Buy)	$13.00	J	324000	Disposed	2013-02-07	Common Stock (324000)	Direct
2004-12-22	Common Stock Warrant (Right to Buy)	$12.35	J	135000	Disposed	2013-10-01	Common Stock (135000)	Direct
2004-12-22	Common Stock Warrant (Right to Buy)	$12.35	J	216000	Disposed	2004-03-14	Common Stock (216000)	Direct
2004-12-22	Common Stock Warrant (Right to Buy)	$11.60	J	960000	Acquired	2014-12-22	Common Stock (960000)	Direct

Footnotes

F1: In connection with an amendment to a connection carrier agreement with Issuer and Chautauqua Airlines, Inc. (Chautauqua), a regional air carrier that is a subsidiary of the Issuer, Delta surrendered the right to purchase 45% of the shares of common stock of Issuer pursuant to the warrants that Delta held as of the date of such amendment. Delta surrendered a portion of these warrants in exchange for a reduction in Delta's costs under the connection carrier agreement. All of the existing warrants remain currently exercisable.

F2: Delta received a new warrant to purchase 960,000 shares of the common stock of the Issuer in connection with entering into a new connection carrier agreement with Republic Airlines, Inc., another regional air carrier and a subsidiary of the Issuer. The new warrant was fully vested on the date of grant and expires on the tenth anniversary of the date of grant, subject to (a) 100% divestiture in the event that Delta and the Issuer fail to execute the new connection carrier agreement on or before January 14, 2005, (b) divestiture as to 1/16th of the shares subject to such warrant for each aircraft that is not placed into service under the new connection carrier agreement as a result of a bankruptcy filing by Delta, and (c) continued performance of Delta under the new connection carrier agreement.