SecProbe.io

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      February 23, 2005

Via U.S. Mail

Jean-Cyril Spinetta
Air France - KLM
Chief Executive Officer
2 Rue Robert Esnault-Pelterie 75007
Paris, France

RE:		Air France - KLM
      20-F for the fiscal year ended March 31, 2004
		File No. 1-32139

Dear Mr. Spinetta:

      We have limited our review of your Form 20-F to disclosures
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and will make no further review of
the
Form 20-F.  Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues.  At this juncture, we are asking you to provide us with
supplemental information, so that we may better understand your
disclosure.  Please be as detailed as necessary in your response.
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
filings.
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.

Air France - KLM  -  20-F for the fiscal year ended March 31, 2004

General -

We note the disclosure on pages 48, F-140 and F-128, respectively,
that Air France has a 23.4% ownership in Amadeus Global Travel
Distribution S.A.; Amadeus Global Travel Distribution S.A. has a
40%
interest in Amadeus Sudani, Co. Ltd.; and Amadeus Sudani, Co. Ltd.
is
incorporated in Sudan.  We also note the disclosure on page 8 that
future terrorist attacks and the threat of attacks may harm the
airline industry, and that terrorist acts may increase the cost of
insurance and may decrease available insurance coverage.  Finally,
we
note the disclosure in your 6-K filed January 12, 2005, that
Amadeus
Global Travel Distribution S.A. may be purchased by BC Partners
and
Cinven, but that Air France has "the intention to remain as [a
shareholder] in Amadeus without prejudice that [it] will also
tender
part of [its] shareholding . . ."

In light of the fact that Sudan has been identified by the U.S.
State
Department as a state sponsor of terrorism, and is subject to
economic sanctions administered by the U.S. Treasury Department`s
Office of Foreign Assets Control, please advise us of the
materiality
to the Company of your operations in Sudan, and give us your view
as
to whether those operations constitute a material investment risk
for
your security holders.  In preparing your response, please
consider
that evaluations of materiality should not be based solely on
quantitative factors, but should include consideration of all
factors
that a reasonable investor would deem important in making an
investment decision.

Closing

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 942-7896 if you have any questions about the comment or
our
review.  You may also contact me at (202) 942-7817.

								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Max Webb
		Assistant Director
		Division of Corporation Finance
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Jean-Cyril Spinetta
Air France - KLM
February 23, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0507

         DIVISION OF
CORPORATION FINANCE

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