Mail Stop 3561
November 22, 2005

Via U.S. Mail and Facsimile

Edward H. Bastian
Chief Financial Officer
Delta Air lines, Inc.
P.O. Box 20706
Atlanta, GA 30320

RE:	Delta Air lines, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2004
File No. 001-5424

Dear Mr. Bastian:

      Based upon an examination restricted solely to
considerations
of the Financial Statements, Management`s Discussion and Analysis,
and Selected Financial Data, the staff has the following comments
on
the above-referenced documents.  We think you should revise all
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your response.  In some of our comments, we may ask
you
to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Please respond to confirm that such comments will be complied
with,
or, if certain of the comments are deemed inappropriate by the
Company, advise the staff of the reason thereof.

      Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be submitted in electronic form, under the label "corresp"
with a copy to the staff.  Please respond within ten (10) business
days.

Form 10-K for the Fiscal Year ended December 31, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 25

Contractual Obligations, page 40
Pension Funding, pages 41

1. We believe you should consider significantly expanding the
disclosure to discuss any reasonably expected changes in the
pension
systems that may materially impact the company`s liquidity or
results
of operations.   Among other matters, you should consider
legislative
measures that may require employers to: (i) pay higher premiums
per
participant per year to the government`s pension insurance agency
(i.e. PBGC); (ii) strengthen the amount to fund their traditional
plans to lessen the potential liability assumed by the PBGC for
failed companies; and (iii) change the formula for which pension
liabilities are calculated.   Your discussion should include the
estimated range of known impact if there is enactment for each of
these legislative changes.

Critical Accounting Estimates, page 43
Pension Plans, page 44

2. Disclosures in note 12 highlight the highly material impact
that
the additional minimum pension liability adjustment had on Other
Comprehensive Income and
Stockholders` Equity during the three-year financial statement
period.   In view of the (i) material deficiency in funded status
in
your defined pension plan; (ii) the amount of minimum pension
liability recognized in the three-year financial period; and (iii)
assumptions and estimates on this retirement obligation
representing
a critical accounting policy, we believe you should expand the
MD&A
to also disclose the individual impact on the funded status (i.e.
fair market value of pension assets - present value of pension
liabilities (PBO)) of pension plan and shareholders` equity
adjustment (i.e. additional minimum pension liability) for the
hypothetical basis changes in each of the estimates (i.e. weighted
average discount rate, rate of future compensation levels and
expected long-term rate of return) as well the aggregate impact on
these two items for changes on all of the estimates.    We also
suggest that you set forth the above data as well as the pension
expense impact data currently being disclosed in tabular format
for
ease of analysis and understanding by investors.

Furthermore, from disclosure in note 10, page F-42, we note the
following percentage changes that occurred in your estimates of
the
three assumptions during the financial statement period:
* a 1 3/4 % change in weighted average discount rate;
* a 3% change in expected rate of increase in future compensation
levels; and
* a 1% change in expected long-term rate of return on assets.

Therefore, it appears disclosures on the impact (i.e. sensitivity
analysis) based on 1% changes in these estimates, rather than the
1/2% currently being disclosed, would be more relevant and
reasonable
under your circumstances.

Please revise accordingly.

Consolidated Balance Sheets, page F-3

3. Reference is made to "Other Noncurrent Assets" that
approximated
$1.2 billion at December 31, 2004.    We suggest you provide
expanded
disclosure in a note that describes the nature of the significant
items in this caption, including an accounting policy thereto.
With respect to any significant deferred charges, state the policy
for deferral and amortization.

Note 1.  Summary of Significant Accounting Policies, page F-8

Goodwill & Intangible Assets, page F-15

4. In evaluating impairment for goodwill, you disclose that you
consider projected future cash flows while the impairment test for
other indefinite-lived assets is based on projected "discounted"
future cash flows.    It appears that your treatment is not
consistent in applying the similar fair value based impairment
tests
required for indefinite (non-amortizable) lived intangible assets
and
goodwill.   Refer to the guidance in footnote 12, paragraphs 23-25
and paragraphs 88-89 of SFAS No. 142.    Please advise and revise
as
appropriate.

Stock-Based Compensation, pages F-17

5. During the financial statement period, we note that your
assumptions of expected volatility on common stock significantly
changed from approximately 40% to 70%, while your average expected
life of stock options changed from approximately 7 years to 3
years.
You also disclose that SFAS No. 123(R) may have a material impact
upon its adoption.   On average, one would generally expect that
employees may tend to exercise options on highly volatile stock
earlier than on stocks with lower volatility.  However, it is
unclear
of the factors or conditions you considered in estimating the
highly
significant 4 year change in expected life of your stock options
as a
result of an approximate 30% change in expected volatility.
In
this regard, in view of the significant financial difficulties
experienced by the company including your recent bankruptcy
filing,
it would appear that an increase in volatility of the stock may
not
result in such a significant reduction in the expected life of the
option.    Also, as your stock options become exercisable one to
five
years after the grant date (see note 11 - page F-45), please tell
us
whether the three-year average expected life is based on the
"average" of the earliest period in which your stock options can
be
exercisable.    In addition, as the approximate 4-year reduction
in
the average expected life was recognized in fiscal 2003, please
advise whether you have experienced any significant difference in
exercise on the options that had shorter (i.e. one to two year)
exercise periods.    Please re-evaluate these assumptions and
address
in complete and clear detail your consideration of the above
matters
in estimating the significant downward change recognized in the
average expected life of stock options in computing the fair value
of
such options.

Note 6.  Debt, page F-23
Debt Exchanges and Purchases, page F-28

6. We note in November 2004, you exchanged $237 million aggregate
principal amount of your 7.78% Series 2000-1C Enhanced Equipment
Trust Certificates due 2005 and 7.30% Series 2001-1C Enhanced
Equipment Trust Certificates due 2006 for $235 million principal
amount of newly issued 9.5% Senior Secured Notes due 2008.  Please
tell us and revise future filings to explain whether this exchange
resulted in any gain or loss recognition and if so, where such
amounts are reflected in your consolidated financial statements.
If
no gain or loss recognition was required, please explain why.

7. We note that you completed agreements with certain aircraft
lenders to defer $112 million in debt obligations from 2004
through
2006 to later years.  In this regard, please tell us whether the
deferral is considered a substantial modification in terms (i.e.
change in maturity) which should be accounted for under EITF No.
96-
19.  If so, please tell us how your accounting treatment of such
modification complies with the guidance outlined in EITF No. 96-
19.
If you believe EITF No. 96-19 does not apply, please explain why.

Note 9.  Income Taxes, page F-37

8. Please revise future filings to disclose the domestic and
foreign
components of your pre-tax earnings (losses).  Refer to the
requirements of Rule 4-08(h) of Regulation S-X.


      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.


********



You may contact Jean Yu at (202) 551-3305 or Joseph Foti at (202)
551-3816 if you have questions regarding the comment above.


	Sincerely,



	Joseph A. Foti
	Senior Assistant Chief Accountant
Edward H. Bastian
Delta Air lines, Inc.
November 22, 2005
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