SC TO-C

As filed with the Securities and Exchange Commission on April 25, 2003

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)
of the Securities Exchange Act of 1934

DELTA AIR LINES, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $1.50 Per Share
(Title of Class of Securities Underlying Options)

247361108
(CUSIP Number of Class of Securities)

Robert S. Harkey
Senior Vice President-General Counsel & Secretary
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
Telephone: (404) 715-2600
Facsimile: (404) 715-2233
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of Filing Person)

Copy to:
Elizabeth G. Wren, Esq.
Kilpatrick Stockton LLP
3500 One Wachovia Center
301 S. College Street
Charlotte, North Carolina 28202
(704) 338-5123

Calculation of Filing Fee*

Transaction Valuation*	Amount of Filing Fee
Not Applicable	Not Applicable

*	No filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer.
[   ]	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.
	Identify the previous filing by registration number, or the form or schedule and the date of its filing.

Amount Previously Paid: Not Applicable	Filing Party: Not Applicable
Form or Registration No.: Not Applicable	Date Filed: Not Applicable

[X]	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:
[   ]	Third-party tender offer subject to Rule 14d-1.
[X]	Issuer tender offer subject to Rule 13e-4.
[   ]	Going-private transaction subject to Rule 13e-3.
[   ]	Amendment to Schedule 13D under Rule 13d-2.
	Check the following box if the filing is in the final amendment reporting the results of the tender offer. [   ]

2

Attached is information presented today to employees on Delta’s intranet concerning a proposal submitted for the approval of shareowners at Delta’s Annual Meeting of Shareowners on April 25, 2003 (the “Meeting”) to amend Delta’s 2000 Performance Compensation Plan, DeltaShare Stock Option Plan and Pilots Stock Option Plan to authorize Delta to undertake a stock option exchange program (the “Exchange Program”) and the preliminary voting results on the proposals submitted to shareowners for approval at the Meeting.

The information does not constitute an offer to holders of options to purchase Delta Common Stock to exchange their options. At the time the Exchange Program is commenced, Delta will provide to option holders who are eligible to participate in the Exchange Program written materials explaining the terms, conditions and timing of the Exchange Program. Persons who are eligible to participate in the Exchange Program should read these written materials carefully when they become available because they will contain important information about the Exchange Program. Delta will also post these written materials on its website, www.delta.com, and file the materials with the Securities and Exchange Commission as part of a tender offer statement. Delta shareowners and option holders will be able to obtain these written materials and other documents filed by Delta with the Securities and Exchange Commission free of charge from the Securities and Exchange Commission’s website at www.sec.gov.

Item 12. Exhibits.

Exhibit No.	Description
99.3	NewsLine Regarding Stock Option Exchange Program.
99.4	NewsLine Regarding Preliminary Voting Results for Delta’s Annual Meeting of Shareowners.

3 EX-99.3 3 g82371exv99w3.htm NEWSLINE REGARDING STOCK OPTION EXCHANGE PROGRAM

Exhibit 99.3

TEXT OF NEWSLINE REGARDING
STOCK OPTION EXCHANGE PROGRAM

Shareowners, Board approve stock option exchange
Delta has approved a stock option exchange program for eligible employee shareowners. The one-time offer will allow eligible employees on the U.S. payroll to cancel their outstanding options that have an exercise price of $25 or higher in exchange for a lesser number of replacement options. In proposal No. 3 in the 2003 Proxy Statement, the board said, “The Board of Directors believes that the amendments to ...authorize a stock option exchange program are in the best interest of Delta and its shareowners because the exchange program would provide retention and performance incentives to employees and align their interests with those of shareowners.” Delta shareowners approved the proposal at today’s Annual Meeting and the board of directors subsequently authorized the program. The option exchange will be a voluntary program, and eligible Delta option holders can decide whether it’s in their best interest to participate. Existing options that are not exchanged will remain outstanding under their original terms. The program will commence in mid-May, and complete details will be mailed to homes and made available online at that time.

EX-99.4 4 g82371exv99w4.htm NEWSLINE REGARDING PRELIMINARY VOTING RESULTS

Exhibit 99.4

TEXT OF NEWSLINE REGARDING
PRELIMINARY VOTING RESULTS FOR DELTA’S ANNUAL MEETING OF SHAREOWNERS

The preliminary voting results for Delta’s Annual Meeting of Shareowners held on April 25, 2003, are provided below. The final results of the voting will be available soon on delta.com and published in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.

The owners of Delta Common Stock and Series B ESOP Convertible Preferred Stock, voting together as a single class, took the following actions:

1.	In the election of directors, no director-nominee received less than 105,014,097 votes. Therefore, all director-nominees have been elected.
2.	Ratified the appointment of Deloitte & Touche LLP as independent auditors for the year ending December 31, 2003 by a vote of 120,855,554 FOR; 5,667,155 AGAINST; and 1,638,152 ABSTENTIONS.
3.	Approved a proposal to approve amendments to the Delta 2000 Performance Compensation Plan, the DeltaShare Stock Option Plan and the Pilots Stock Option Plan to authorize a stock option exchange program by a vote of 97,877,396 FOR; 29,007,498 AGAINST; 1,275,967 ABSTENTIONS.
4.	Defeated a shareowner proposal relating to cumulative voting for directors by a vote of 28,956,916 FOR; 65,693,821 AGAINST; 13,771,610 ABSTENTIONS.
5.	Approved a shareowner proposal relating to executive severance agreements by a vote of 58,428,397 FOR; 48,720,206 AGAINST; 1,273,745 ABSTENTIONS.
6.	Defeated a shareowner proposal relating to indexing executive stock option grants by a vote of 28,356,079 FOR; 77,834,102 AGAINST; 2,232,167 ABSTENTIONS.
7.	Approved a shareowner proposal relating to expensing of stock options by a vote of 65,491,115 FOR; 40,714,760 AGAINST; 2,216,473 ABSTENTIONS.
8.	Defeated a shareowner proposal relating to excluding net pension income from net income in determining executive incentive compensation by a vote of 32,309,245 FOR; 74,547,504 AGAINST; 1,565,599 ABSTENTIONS.
9.	Defeated a shareowner proposal relating to the independent auditor providing management consulting services by a vote of 25,295,412 FOR; 80,426,719 AGAINST; 2,700,217 ABSTENTIONS.

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EX-99.3

Newsline regarding Stock Option Exchange Program

EX-99.4

Newsline regarding Preliminary Voting Results