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filename1.htm

      Delta Air Lines / CORRESP

    [Delta
      Letterhead]

                                                               December
      20,
      2005

    Mr.
      Joseph A. Foti

    Senior
      Assistant Chief Accountant

    Division
      of Corporation Finance

    U.
      S.
      Securities and Exchange Commission

    100
      F
      Street, N.E.

    Mail
      Stop
      3561

    Washington,
      D.C. 20549

                    Re:

              Delta
                Air Lines, Inc.

              Annual
                Report on Form 10-K for the year ended December 31, 2004

              File
                No. 1-5424

    Dear
      Mr.
      Foti:

    This
      is
      in response to the Staff’s letter dated December 14, 2005 regarding Delta’s
      response letter dated December 7, 2005. For your convenience, we have included
      in this letter each of the Staff’s comments before providing our response to
      that comment.

    **********

    Form
      10-K for the fiscal year ended December 31, 2004

    Comment
      No. 1

    Stock-Based
      Compensation, pages F-17

    We
      note
      your response to prior comment number five citing the reason why you believe
      the
      three year expected life used in determining the fair value of your stock
      options is appropriate for options granted in fiscal 2003 and 2004. We also
      note
      from your response that subsequent to fiscal 2002, a substantial number of
      options were issued to non-management employees rather than to only management
      employees as historically had been the case in the past, and that the options
      issued to non-management employees expire 6 years from date of grant. You also
      indicate that generally the expected life of options issued to management is
      longer than options issued to non-management employees particularly in light
      of
      your pay and benefit cuts implemented in 2003 and 2004. However, in view of
      your
      recent past financial difficulties, including your liquidity shortfall,
      bankruptcy proceedings and declining stock price, we would not necessarily
      agree
      that non-management employees would be inclined to exercise such options more
      quickly than management under such circumstances, which it appears your option
      activity table on page F-47 indicates by the limited number of exercises in
      the
      periods presented. In this regard, we believe you should consider re-evaluating
      your assumptions used in

    estimating
      the fair value of stock options granted in fiscal 2005, specifically taking
      into
      consideration the significant downward change in your financial circumstances
      and stock price, and the limited exercise activity as experienced during the
      last three fiscal years.

    Response:

    We
      will
      re-evaluate our assumptions used in estimating the fair value of stock options
      granted in fiscal 2005 and, if appropriate, revise our disclosure in future
      filings.

    For
      your
      information, there were not a significant number of stock options granted
      during 2005.  Our original fair value estimate of stock options
      granted during 2005 totals approximately $4.3 million.  Assuming the
      expected life of these options is equal to their contractual life and
      other factors considered by the Black Scholes model, such as
      interest rate and stock price volatility, are updated accordingly, the
      estimated fair value of these options would, instead, total approximately $5.2
      million.  This amount, we believe, is the high end of the range of
      reasonably possible fair value estimates and is not materially different than
      our current estimate.

    Comment
      No. 2

    Stock-Based
      Compensation, pages F-17

      Notwithstanding the above, we believe you should revise future filings, where
      appropriate to disclose the significant changes made by management with respect
      to the assumptions used in estimating the fair value of your stock options
      granted in the periods presented and describe in complete and clear detail
      the
      underlying reason(s) or factors considered by management in making such changes.
      Similar to your response to prior comment number five, please revise your
      disclosure(s) to discuss the reason(s) management believes attributed to the
      significant decrease in the average expected life of the stock options in light
      of the financial difficulties experienced by Delta Air Lines.

    Response:

      We will disclose in future filings any significant changes made by management
      with respect to the assumptions used in estimating the fair value of stock
      options granted in the periods presented, and describe the underlying reasons
      or
      factors considered in making such changes.

    **********

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    We
      sincerely hope that we have thoroughly addressed the comments in your
      December 14, 2005 letter. We will be pleased to respond promptly to any
      additional requests for information in order to facilitate your review.
      Please let me know if you need any additional information.

              Very
                truly yours,

              /s/
Edward
                H. Bastian

            Edward
              H. Bastian

              Executive
                Vice President and

              Chief
                Financial Officer

    cc:
Ms.
      Jean Yu

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