8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported): December 18, 2001



                              DELTA AIR LINES, INC.
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             (Exact name of registrant as specified in its charter)



              Delaware                  1-5424              58-0218548
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    (State or other jurisdiction     (Commission          (IRS Employer
         of incorporation)           File Number)      Identification No.)



        Hartsfield Atlanta International Airport, Atlanta, Georgia 30320
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                    (Address of principal executive offices)



       Registrant's telephone number, including area code: (404) 715-2600
                                                            --------------



                                 Not Applicable
                                 --------------
         (Former name or former address, if changed since last report)





ITEM 5. OTHER MATTERS AND REGULATION FD DISCLOSURE

Letter to Certain Investors and Analysts

Delta Air Lines, Inc. (Delta) will be providing to certain investors and
analysts a letter dated December 21, 2001, which briefly discusses Delta's
expected financial performance for the December 2001 quarter and a downgrade of
certain of Delta's debt securities by Moody's Investors Service (Moody's). The
letter is included in this Form 8-K as Exhibit 99.1.

Financial Performance, Including Expected Loss

Delta's financial performance continues to be materially affected by the
terrorist attacks on the United States on September 11 and the aftermath of
those events. Excluding the unusual items briefly discussed below, we expect to
report a net loss in the range of $500 million in the December 2001 quarter.

Delta will record several unusual gains and charges in the December 2001
quarter. We will record unusual gains totaling approximately $370 million,
after-tax, relating primarily to compensation under the Air Transportation
Safety and System Stabilization Act and the sale of our equity interest in
SkyWest Airlines. We will record unusual charges relating to our early
retirement program to reduce employee staffing, the impairment of certain
aircraft, the permanent closure of certain facilities and the discontinuance of
certain capital projects. While the amount of these charges has not been
finalized, we currently estimate our unusual after-tax charges will range from
$550 to $700 million in the December 2001 quarter.

Downgrade of Certain Debt Securities by Moody's

On December 18, 2001, Moody's announced its downgrade of the credit ratings for
various debt securities of Delta and another major airline. Delta's senior
unsecured debt is now rated Ba3 (from Ba2) by Moody's, which said its ratings
outlook for Delta is negative. Delta's securities remain on credit watch for
further downgrade at Standard & Poor's, which currently rates Delta's senior
unsecured debt at BB.

As discussed in Note 3 of the Notes to Consolidated Financial Statements in
Delta's Form 10-Q for the September 2001 quarter, a third party purchased
certain of Delta's accounts receivable on a revolving basis. The third party may
terminate its agreement with Delta if Delta's senior unsecured long-term debt is
rated below Ba2 by Moody's and below BB by Standard & Poor's. While there is no
current discussion pertaining to termination, if the agreement were terminated
by the third party in that circumstance, Delta would be required to repurchase
the outstanding receivables from the third party. If the agreement had been
terminated at November 30, 2001, Delta would have been required to repurchase
outstanding receivables for approximately $212 million. For additional
information regarding Delta's credit ratings, see Note 3 of the Notes to
Consolidated Financial Statements and Management's Discussion and Analysis of
Financial Condition and Results of Operations - Financial Condition and
Liquidity - Credit Ratings in Delta's Form 10-Q for the September 2001 quarter.

Forward-Looking Statements

Statements in this Form 8-K including Exhibit 99.1 (or otherwise made by Delta
or on Delta's behalf) which are not historical facts, including statements about
our estimates, expectations, beliefs, intentions, projections or strategies for
the future, may be "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking statements involve
risks and uncertainties that could cause actual results to differ materially
from historical experience or our present expectations. Factors that could cause
these differences include, but are not limited to:

1.       the many effects on Delta and the airline industry from the terrorist
         attacks on the United States on September 11, 2001, including the
         following:

         a.       the adverse impact of the terrorist attacks on the demand for
                  air travel;

         b.       the change in our operations and higher costs resulting from
                  new airline security directives, including the Aviation and
                  Transportation Security Act;



         c.       the availability and cost of war risk and other insurance for
                  Delta and for other critical participants in the air travel
                  industry, such as the companies providing security services at
                  airports;

         d.       the extent to which Delta receives additional financial
                  assistance under the Air Transportation Safety and System
                  Stabilization Act;

         e.       the credit downgrades of Delta and other airlines by Moody's
                  Investors Service and Standard & Poor's, and the possibility
                  of additional downgrades, to the extent it makes it more
                  difficult and/or more costly for us to obtain financing;

         f.       potential declines in the values of the aircraft in Delta's
                  fleet or Delta's facilities and related asset impairment
                  charges;

         g.       additional terrorist activity and/or war;

2.       general economic conditions, both in the United States and in our
         markets outside the United States, including the extent of the
         weakening in the U.S. economy and the related decline in business and
         leisure travel;

3.       competitive factors in our industry, such as mergers and acquisitions,
         the airline pricing environment, international alliances, codesharing
         programs, and capacity decisions by competitors;

4.       outcomes of negotiations on collective bargaining agreements and other
         labor issues, including a pending union representation election among
         Delta's flight attendants and union organizing efforts among other
         employee groups;

5.       changes in the availability or cost of aircraft fuel or fuel hedges;

6.       disruptions to operations due to adverse weather conditions and air
         traffic control-related constraints;

7.       fluctuations in foreign currency exchange rates;

8.       actions by the United States or foreign governments, including the
         Federal Aviation Administration and other regulatory agencies;

9.       the willingness of customers to travel generally, and with us
         specifically, which could be affected by factors such as our and the
         industry's safety record; and

10.      the outcome of our litigation.

Caution should be taken not to place undue reliance on our forward-looking
statements, which represent our views only as of December 21, 2001, and which we
have no current intention to update.

Item 7.  Financial Statements and Exhibits.

(c)      Exhibits



Exhibit No.      Description
              

99.1             Letter dated December 21, 2001








                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                 DELTA AIR LINES, INC.


                             By:    /s/  Edward H. Bastian
                                 -----------------------------------------------
                                 Edward H. Bastian
                                 Senior Vice President - Finance and Controller




Dated:   December 21, 2001

EX-99.1

December 21, 2001

                                                                    Exhibit 99.1


Dear Investors and Analysts,

This update briefly discusses the expected financial performance of Delta Air
Lines, Inc. (Delta) for the December 2001 quarter and a credit rating downgrade
by Moody's Investors Service (Moody's).

Delta's financial performance continues to be materially affected by the
terrorist attacks on the United States on September 11 and the aftermath of
those events. Excluding the unusual items briefly discussed below, we expect to
report a net loss in the range of $500 million in the December 2001 quarter.

Delta will record several unusual gains and charges in the December 2001
quarter. We will record unusual gains totaling approximately $370 million,
after-tax, relating primarily to compensation under the Air Transportation
Safety and System Stabilization Act and the sale of our equity interest in
SkyWest Airlines. We will record unusual charges relating to our early
retirement program to reduce employee staffing, the impairment of certain
aircraft, the permanent closure of certain facilities and the discontinuance of
certain capital projects. While the amount of these charges has not been
finalized, we currently estimate our unusual after-tax charges will range from
$550 to $700 million in the December 2001 quarter.

Delta's all-in fuel price for the December 2001 quarter is expected to be $0.61
per gallon. Capacity for the December 2001 quarter is expected to be down 12%
from the December 2000 quarter. Capacity for the March 2002 quarter is expected
to be down 11-13% from the March 2001 quarter. These capacity reductions are in
addition to the approximately 3% reduced flight schedules in the December 2000
and March 2001 quarters, due to a job action by some Delta pilots.

On December 18, 2001, Moody's announced its downgrade of the credit ratings for
two airlines, including its downgrade of the ratings for Delta's senior
unsecured debt to Ba3 (from Ba2).

Delta expects to end the December 2001 quarter with a cash and/or near-term
liquidity position of over $2.5 billion.

Sincerely,


Gail Grimmett
Managing Director - Investor Relations


Statements in this letter which are not historical facts, including statements
about our estimates, expectations and beliefs for the future, may be
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially from historical experience
or our present expectations. For a list of factors that could cause these
differences, see the Form 8-K that we filed today. We have no current intention
to update our forward-looking statements.